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Thakral Services (India) Directors Report, Thakral Service Reports by Directors
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Thakral Services (India)

BSE: 509015|ISIN: INE190F01028|SECTOR: Electric Equipment
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Thakral Services (India) is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
 Dear Members,
 
 The Directors have pleasure in presenting the THIRTY SECOND ANNUAL
 REPORT along with the Audited Accounts for the year ended 31.03.2015.
 
 FINANCIAL RESULTS:
 
 The performance during the period ended 31st March, 2015 is as under:
 
                                                       (Amount in Lakhs)
 
 Sl.No                  Particulars                  2014-15     2013-14
 
 1       Gross Income                                 2954.79    3938.31
 
 2       Profit Before Interest and Depreciation      -211.35     283.37
 
 3       Finance Charges                                97.33      96.50
 
 4       Gross Profit                                 -308.68     186.87
 
 5       Depreciation and Amortisation expenses         56.62      44.79
 
 6       Net Profit Before Tax                        -365.30     142.08
 
 7       Provision for Tax                              26.76      64.85
 
 8       Profit After TaX                             -338.54      77.23
 
 9       Balance of Profit brought forward             511.07      77.23
 
 10      Adjustment on account of Assets                 7.86       0.00
 
 11      Balance available for appropriation           164.67     433.84
 
 12      Surplus carried to Balance Sheet              164.67     511.07
 
 
 OPERATIONS:
 
 The Company is mainly engaged in the business of Electronic Security
 which comprises of CCTV, Access control, Fire Detection, Alarms,
 Intrusion Alarms and Solar Power Solutions.
 
 DIVIDENDS:
 
 Since the Company needs the funds for future expansion of business
 therefore it is not in a position to declare dividends.
 
 CAPITAL:
 
 The present paid-up capital of the Company is Rs.3,52,05,240/- of face
 value of Rs.3/- each which is listed with BSE Ltd(Bombay Stock
 Exchange). The shares of the Company have been admitted for
 De-materialisation with National Securities Depository Limited (NSDL)
 and Central Depository Services (India) Limited (CDSL). The
 International Securities Identification Number (ISIN) of the equity
 share of the Company is INE190F01028.
 
 LISTING PARTICULARS:
 
 As required by Clause 32 of the Listing Agreement with the stock
 exchange, a cash flow statement is appended.
 
 As per the revised Clause 49 of the Listing Agreement, a Report on
 Corporate Governance is attached to this report.
 
 DIRECTORS:
 
 The Board of Directors of the Company consists of 7 Directors, of whom
 2 are Non-Executive Independent Directors, 3 Non-Executive Directors, 1
 Non - Executive Women Director and 1 Executive Director. The Directors
 Mr.Kanwaljeet Singh Bawa and Mr.Chennoth Divakara Prabhu Rajendran
 retire by rotation and are eligible for re appointment in the coming
 Annual General Meeting.
 
 DECLARATION OF INDEPENDENT DIRECTORS
 
 The Independent Directors have submitted their disclosures to the Board
 that they fulfill all the requirements as stipulated in Section 149(6)
 of the Companies Act, 2013 so as to qualify themselves to be appointed
 as Independent Directors under the provisions of the Companies Act,
 2013 and the relevant rules.
 
 NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD
 
 Since the commencement of the financial year 2014-2015, a total of 7
 Board meetings were held on the following dates viz. 29.05.2014,
 12.08.2014, 13.11.2014, 23.01.2015, 12.02.2015, 18.02.2015 and
 26.03.2015. The maximum time gap between two board meetings was not
 more than four calendar months.
 
 AUDITORS:
 
 M/s.Brahmayya and Company, Chartered Accountants, Bangalore, Auditors
 of the Company retires at the conclusion of this Annual General Meeting
 and are eligible for re-appointment. Auditors have confirmed their
 willingness to continue in office, if reappointed.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
 
 The information pursuant to 134(3) (m) of the Companies Act, 2013 read
 with Rule 8 of the Companies (Accounts) Rules,2014 on Conservation of
 energy, Research & Development and Technology Absorption are presently
 not applicable to the Company.
 
 The total Foreign Exchange Earnings and Outgo during the year under
 review is as under:
 
                                                  2014-15       2013-14
                                                (Rs. Lacs)    (Rs. Lacs)
 
 I. Foreign exchange earned                          29.92        124.35
 
 ii. Foreign exchange used                            1.37          1.88
 
 iii. Foreign exchange used for import of           162.02        279.92
 Capital Goods, Raw Materials etc.
 
 iv.  Foreign exchange for export of goods           59.05        129.94
 
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
 your Company hereby state and confirm that:
 
 a) in the preparation of the annual accounts for the year ended 31
 March, 2015, the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 b) they 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 of the
 company for the same period;
 
 c) the directors have taken proper and sufficient 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) they have prepared the annual accounts on a going concern basis;
 
 e) they have laid down internal financial controls in the company that
 are adequate and were operating effectively.
 
 f) they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and these are adequate and are
 operating effectively.
 
 CORPORATE GOVERNANCE:
 
 Pursuant to revised Clause 49 of Listing Agreement with BSE Limited a
 Management discussion and Analysis report, Corporate Governance Report
 and Auditor''s Certificate regarding compliance of conditions of
 corporate governance are made as a part of the Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR):
 
 The Company does not fall under the purview of section 135 of the
 Companies Act, 2013 during the financial year 2014-15.
 
 VIGIL MECHANISM:
 
 In pursuant to the provisions of section 177(9) & (10) of the Companies
 Act, 2013, a Vigil Mechanism for directors and employees to report
 genuine concerns has been established. The Vigil Mechanism Policy has
 been uploaded on the website of the Company.
 
 RELATED PARTY TRANSACTIONS:
 
 Related party transactions that were entered during the financial year
 were on an arm''s length basis and were in the ordinary course of
 business. There were no materially significant related party
 transactions with the Company''s Promoters, Directors, Management or
 their relatives, which could have had a potential conflict with the
 interests of the Company. Transactions with related parties entered by
 the Company in the normal course of business are periodically placed
 before the Audit Committee for its omnibus approval. The details are
 annexed as per Form AOC-2 .
 
 The Board of Directors of the Company has, on the recommendation of the
 Audit Committee, adopted a policy to regulate transactions between the
 Company and its Related Parties, in compliance with the applicable
 provisions of the Companies Act 2013, the Rules thereunder and the
 Listing Agreement. This Policy was considered and approved by the Board
 has been uploaded on the website of the Company.
 
 EXTRACT OF ANNUAL RETURN:
 
 The details forming part of the extract of the Annual Return in Form
 MGT-9 is annexed herewith.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 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 Financial Statements.
 
 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
 EMPLOYEES:
 
 The information required pursuant to Section 197 read with Rule 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
 respect of employees of the Company and Directors is furnished
 hereunder:
 
 
 Sl.  Name                 Designation     Remuneration     Remuneration
 No.                                       paid             paid
                                           FY2014-15        FY2013-14
                                           Rs. in lakhs     Rs. in lakhs
 
 1    Mr.Ramesh Chandra    Managing
      Bhavuk               Director (KMP)     14.87             14.87
 
 2    Mr.S.Gopala Krishnan (CFO - KMP)        8.85              7.79
 
 3    Ms.Pooja Jain        (CS - KMP)         0.11              -
 
 
 Sl.  Name                           Increase in          Ratio/Times
 No.                                 remuneration         per Median of
                                     from previous        Employee
                                     year                 Remuneration
 
 1    Mr.Ramesh Chandra                  -                    13
      Bhavuk
 
 2    Mr.S.Gopala Krishnan               1.06                  7
 
 3    Ms.Pooja Jain                      -                     -
 
 
 ACKNOWLEDGMENTS:
 
 Your Directors wish to place on record their sincere appreciation of
 the wholehearted co-operation and assistance extended by its
 Shareholders, Bankers, Investors, Customers and others. The Board also
 wishes to place on record, its appreciation for the dedicated services
 of staff and officers of the Company at all levels.
 
                                    ON BEHALF OF THE BOARD OF DIRECTORS
 Place: BENGALURU
 Date : 13/08/2015                                  CHAIRMAN
 
 
 
 
Source : Dion Global Solutions Limited
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