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Schneider Electric President Systems Directors Report, Schneider Pres Reports by Directors
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Schneider Electric President Systems

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Directors Report Year End : Mar '15    Mar 14
The Directors take pleasure in presenting the Thirty First Annual
 Report together with audited accounts for the year ended 31st March,
 2015.
 
 1.  details
 
                                                          in Lacs
 
 Particulars                            31.03.2015     31.03.2014
 
 Gross Revenue from Operations           17,577.61      17,328.64
 
 Net Revenue                             16,765.74      16,546.49
 
 Earning before interest and 
 Depreciation                               380.15         171.80
 (EBITDA)
 
 Less: Interest                             254.58         236.42
 
 Interest Income                             (3.70)         (3.28)
 
 Depreciation                               501.10         420.59
 
 Profit / (Loss) before Tax                 (371.83)       (481.92)
 
 Less: Provision for Tax                         -              -
 
 Less : Deferred Tax Liability                   -              -
 
 Profit After Tax                           (371.83)       (481.92)
 
 Add : Balance brought forward            1,713.64       2,195.57
 
 Less: Adjustment on account of 
 depreciation                              (111.32)             -
 
 Profit available for distribution         1,230.49       1,713.64
 
 Appropriation                                   -              -
 
 Total Balance carried forward            1,230.49       1,713.64
 
 2.  Dividend
 
 In view of loss during the year, your Directors have not recommended
 any dividend for the year.
 
 3.  Performance
 
 The Net Revenues (net of duties and taxes) during the year were Rs.
 16,766 lacs as against Rs. 16,546 lacs in the previous year. Net Sales
 Turnover increased by 1.33% over the previous year.
 
 During the year, there was increase in employee costs of Rs. 223 lacs
 over previous year due to merit increase during the year.
 
 Provision for Doubtful Debts and advances was made amounting to Rs. 72
 lacs as against Rs. 77 lacs in previous year. Casual Labour cost was Rs.
 555 lacs as against Rs. 552 lacs in previous year. Power costs was Rs. 384
 lacs as against Rs. 452 lacs in previous year due to reduction in
 overtime and effective plant utilization. Legal and professional were
 increased to Rs. 442 lacs as against Rs. 106 lacs in previous year.
 Advertising and sales promotion expenses decreased to Rs. 30 Lacs as
 against Rs. 142 lacs in previous year. Bad Debts written off is Rs. Nil and
 Gain on Sales of Fixed Assets amounted to Rs. 1 lac in during the year
 under review. Increase in improved plant utilization resulting in
 positive EBIDTA of Rs. 380 lacs as against positive EBIDTA of Rs. 172 lacs
 in the previous year.
 
 Revenue from processing at Zinc Plant increased to Rs. 495 lacs against Rs.
 439 lacs in previous year. Also revenue from services like
 Commissioning and Installation decreased to Rs. 33 lacs from Rs. 187 lacs
 in previous year.
 
 4.  Directors and Key Managerial Personnel
 
 Mr. Javed Ahmad, Director is liable to retire by rotation and being
 eligible and offers himself for re-appointment.
 
 Based on the recommendation of the Nomination and Remuneration
 Committee, Mr. Sugata Sircar and Ms. Rachna Mukherjee were appointed as
 additional directors at the Board Meetings held on 13th November, 2014
 and 11th February, 2015 respectively and will continue till the
 conclusion of the ensuing Annual General Meeting. The Board has
 recommended their appointment as Directors of the Company.
 
 Ms. Rajani Kesari has resigned as Director effective 8th November, 2014
 and Mr. Anil Chaudhry has resigned as Director effective 11th February,
 2015.
 
 It is also proposed to re-appoint Mr. Swaminathan Venkatraman as
 Managing Director for a further period of two years.
 
 Pursuant to the provisions of Sections 149, 150, 152 and any other
 applicable provisions of the Companies Act, 2013 and the Rules made
 there under (including any statutory modification(s) or re-enactment
 thereof) read with Schedule IV to the Companies Act, 2013, the Board
 has recommended the appointment of Mr. Shravan Vijaykumar Sharma, Mr.
 Ganesh Vaidyanathan, and Mr. Vishar Subramanian Vasudevan, all being
 Independent Directors for a period of three year from the conclusion of
 the ensuing Annual General Meeting.
 
 The following were designated as Key Managerial Personnel in the Board
 Meeting held on May 27, 2014:
 
 1) Mr. Swaminathan Venkatraman, Managing Director
 
 2) Mr. Vighneshwar Bhat, Company Secretary
 
 3) Mr. Neeraj Garg, Chief Officer
 
 5.  Auditors
 
 The members of the Company, by passing a resolution at the previous
 Annual General Meeting of the Company had appointed M/s. S. R. Batliboi
 & Associates LLP, Chartered Accountants (Reg. No. 101049W) as the
 Statutory Auditors of the Company till the conclusion of Thirty Second
 Annual General Meeting subject to yearly ratification by the
 Shareholders. The Statutory Auditors have confirmed their eligibility
 and the Board proposed the ratification of their appointment by the
 Shareholders for the year 2015-16.
 
 The Board on the recommendation of the Audit Committee, has appointed
 M/s. Rao, Murthy & Associates, Cost Accountants as Cost Auditors of the
 Company for the Year 2015-16.
 
 6.  Deposits
 
 The Company has neither accepted nor renewed any deposits from public
 within the meaning of Section 73 of the Companies Act, 2013 read with
 Companies (Acceptance of Deposits) Rules, 2014 during the year under
 review.
 
 7.  Subsidiary Companies
 
 Your Company has no Subsidiary Company.
 
 8.  Technical Knowhow
 
 The Company is fully capable of evolving its own designs as well
 providing the support required for the operations of the Company.
 
 9.  Conservation of Energy etc.
 
 Information as per the Companies (Disclosure of particulars in the
 Report of Board of Directors) Rules relating to conservation of energy,
 technology absorption, foreign exchange earnings and outgo are given in
 Annexure ''I'' forming part of this report.
 
 10.  Secretarial Audit
 
 Secretarial audit report as provided by M/s. Nesar & Associates,
 Practicing Company Secretaries is annexed to this Report as Annexure
 II.
 
 11.  Corporate Governance
 
 Your Company believes in good corporate governance and has initiated
 several proactive steps in this regard. A separate section on Corporate
 Governance is given in Annexure III. A certifcate from the Company
 Secretary in Practice regarding compliance of conditions of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement is
 given in elsewhere in the Annual Report.
 
 12.  Reserves
 
 Due to loss for the year ended 31st March, 2015, the Company has not
 transferred any amount to the General Reserve.
 
 13.  Share Capital
 
 The paid up Equity Share Capital of the Company as on 31st March 2015
 was Rs. 60,480,000. During the year under review, there has been no
 change in the Equity Share Capital of the Company.
 
 14.  Board Meetings
 
 The Board of Directors met four (4) times (27th May 2014, 12th August
 2014, 13th November 2014 and 11th February 2015) during this financial
 year.
 
 15.  Declaration from Independent Directors on annual basis
 
 The Company has received necessary declaration from all Independent
 Directors of the Company under Section 149(7) of the Companies Act,
 2013 that the Independent Directors of the Company meet with the
 criteria of their Independence laid down in Section 149(6). The Board
 has duly taken note of the same.
 
 16.  Composition of the Committees
 
 Composition of the Audit Committee, Nomination and Remuneration
 Committee, Risk Management Committee and Stakeholders Relationship
 Committee are given in the Corporate Governance Report attached to this
 Report.
 
 17.  Extract of the Annual Return
 
 As required pursuant to section 92(3) of the Companies Act, 2013 and
 rule 12(1) of the Companies (Management and Administration) Rules,
 2014, an extract of annual return for the financial year ended March 31,
 2015 in MGT 9 is attached as Annexure IV to the Report.
 
 18.  Corporate Social Responsibility
 
 Since the Company is not meeting any of the criteria laid down in
 Section 135 of the Companies Act, 2013, and consequently not required
 to formulate any policy or not required to disclose any details under
 Companies Act, 2013.
 
 19.  Related Party Transactions
 
 The Company has formulated a policy on Related Party Transaction and
 also on dealing with the Related Party Transactions. The Policy has
 been put up on the website of the Company. All transactions entered
 into with the Related Parties were as per the RPT Policy adopted by the
 Company.
 
 20.  Annual Evaluation of the Board and Committees
 
 Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of
 the Listing Agreement, during the year, the Board adopted a formal
 mechanism for evaluating the performance as well as that of its
 Committees and individual Directors including the Chairman of the
 Board. The Board has carried out an annual performance evaluation of
 its own performance and that of its statutory committees viz.  Audit
 Committee, Stakeholder Relationship Committee, Nomination and
 Remuneration Committee and that of the individual directors.
 
 21.  Remuneration to Directors
 
 We confrm that the remuneration paid to the Directors is as per the
 terms laid out in the Nomination and Remuneration Policy of the
 Company.
 
 22.  Particulars of Employees
 
 The Information as per Section 197(12) of the Companies Act, 2013 read
 with Rule 5 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, forms part of this Report. However,
 as per the provisions of Section 136 of the Act, the report and
 accounts are being sent to the Members and others entitled thereto,
 excluding the information on employees'' particulars which is available
 for inspection by the Members at the Registered Office of the Company
 during business hours on working days of the Company up to the date of
 the ensuing Annual General Meeting. If any Member is interested in
 obtaining a copy thereof, such Member may write to the Company
 Secretary in this regard.
 
 23.  Directors'' Responsibility Statement
 
 Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the
 Directors hereby confrm that :
 
 (a) in the preparation of the annual accounts for the year ended 31st
 March, 2015, the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 (b) the directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit and
 loss of the company as at 31st March, 2015;
 
 (c) the directors have taken proper and suffcient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the company and for preventing and detecting fraud and other
 irregularities;
 
 (d) the directors have prepared the annual accounts on a going concern
 basis;
 
 (e) the directors, have laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and are operating effectively; and
 
 (f) the directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems are
 adequate and operating effectively.
 
 24.  Disclosure under the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013
 
 Pursuant to the provisions of the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with
 Rules amended upto date, the Company has constituted a Central Internal
 Complaints Committee at its Office at 5C/1, KIADB Industrial Area,
 Attibele, Bangalore-562107. The Central Internal Complaints Committee
 has been given the responsibility to receive and address the complaint
 received, if any, at all locations where the Company is present. The
 Company has also taken certain steps to create awareness about
 familiarization to the said policy having been put in place. There was
 no instance of alleged sexual harassment reported during the year under
 review.
 
 25.  Internal Audit
 
 The in-house internal audit team is responsible for assurance with
 regard to the effectiveness and effciency of internal control systems
 and processes. This team in your company is an independent and
 objective function, performing assurance and consulting activities
 designed to add value and improve the company processes. It helps the
 Company to accomplish its objective by bringing a systematic,
 disciplined approach to evaluate and improve the effectiveness of risk
 management, control and governance process. The audit plan for the year
 is based on business risk and internal control assessment which is
 approved by the Audit Committee and Board of Directors of the Company.
 
 As per the requirement of the Companies Act, 2013, the Company is in
 the process of setting up the frame work for internal control on
 financial reporting. The Company is in the process to seek service from
 one of the reputed consultants after carrying As is diagnostic
 analysis.
 
 26.  Particulars of Loans, Guarantees or Investments
 
 The details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to the Statements.
 
 27.  Material Changes and Comments affecting the Position of
 the Company after 31st March, 2015
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year, to which
 this financial statement relate and the date of this Report.
 
 28.  Details of significant and Material orders passed by the Regulators
 or Courts or Tribunals impacting the going concern status and Company''s
 Operation in future
 
 There was no significant and material order passed by any regulator or
 court or tribunal impacting the going concern status of the company and
 its future operations.
 
 29.  Vigil Mechanism/Whistle Blower Policy
 
 Pursuant to the provisions of Section 177 of the Companies Act, 2013
 read with the Rules made there under, the Company has formulated and
 implemented Vigil Mechanism for disclosing of any unethical behavior,
 actual or suspected fraud or violation of the Company''s code of conduct
 and other improper practice or wrongful conduct by employees or
 directors of the company.
 
 During the year under review, the Company has not received any
 complaints relating to unethical behavior, actual or suspected fraud or
 violation of Company''s code of conduct from any employee or directors.
 
 30.  Risk Management Policy
 
 In compliance with the requirement of the Companies Act, 2013, the
 Company has put in place the Risk Minimization and Assessment
 procedures. The Objective of any risk identification and assessment
 process is to evaluate the combination of likelihood and level of
 negative impacts from and event. The three main components of a risk
 assessment are business risk, service /operational risk and external
 risk. The Company manages the risk in line with current risk management
 best practice. This facilitates the achievement of our objectives,
 operational effectiveness and effciency protection of people and
 assets, informed decision-making and compliance with applicable laws
 and regulations.
 
 31.  Buy back of Securities
 
 The Company has not bought back any of its securities during the year
 under review.
 
 32.  Sweat Equity
 
 The Company has not issued any Sweat Equity Shares during the year
 under review.
 
 33.  Bonus Shares
 
 No Bonus shares were issued during the year under review.
 
 34.  Code of Conduct and Ethics
 
 The Board of the Company has adopted a Code of Conduct and Ethics for
 the Directors and Senior Executives of the Company.  The objective of
 the code is to conduct the Company''s business ethically and with
 responsibility, integrity, fairness, transparency and honesty. The Code
 sets out a broad policy for one''s conduct in dealing with the Company,
 fellow Directors and Employees and with the environment in which the
 Company operates. The code is available on the Company''s website.
 
 35.  Acknowledgement
 
 Your Directors would like to thank all stakeholders, namely, customers,
 shareholders, dealers, suppliers, bankers, employees and all other
 business associates for the continuous support given by them to the
 Company and its Management.
 
                                      For and on Behalf of the Board
 
                                                      Shravan Sharma 
 
                                                            Chairman
 
 Date : 21st May, 2015 
 
 Place: Bangalore
Source : Dion Global Solutions Limited
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