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Vesuvius India

BSE: 520113|NSE: VESUVIUS|ISIN: INE386A01015|SECTOR: Cement - Products & Building Materials
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Directors Report Year End : Dec '18    Dec 17

The Directors have pleasure in submitting their Annual Report together with the Audited Financial Statements for the year ended on December 31, 2018.

(Rs. Lakhs)

Financial Results :

Year ended 31.12.2018

Year ended 31.12.2017

Revenue from Operations

92,507

94,952

Other Income

2,277

1,322

Total Revenue

94,784

96,274

Profit before Depreciation, Interest & Tax (PBDIT)

17,018

17,913

Depreciation & Amortisation

2,781

2,978

Interest

-

-

Profit before exceptional items and Tax

14,237

14,935

Exceptional Items

-

444

Profit before tax

14,237

14,491

Provision for Income Tax

4,985

5,046

Profit for the year after Tax

Other comprehensive income for the year, net of tax

9,252

88

9,445

54

Total comprehensive income for the year

9,340

9,499

Transfer to Reserves : Proposed Dividend :

Proposed Dividend

Nil

Nil

@ Rs 7/- per share Basic & Diluted Earnings

1,421

1,370

Per Share :

Disclosures under Regulation 34(3) read with Schedule V Clause B of SEBI (LODR)

45.59

Rs 46.54

(i) Debtors Turnover Ratio

4.1

3.74

(ii) Inventory Turnover Ratio

7.40

8.20

(iii) Interest Coverage Ratio

N.A.

N.A.

(iv) Current Ratio

4.23

3.72

(v) Debt Equity Ratio

N.A.

N.A.

(vi) Operating Profit Margin (%)

13%

14%

(vii) Net Profit Margin (%)

10%

10%

(viii) Return on Net Worth (%)

16%

20%

Financial Year of the Company

The Company Law Board by an Order dated January 7, 2016 has permitted the Company to have the Financial Year to end on 31st December of each year.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 7/- per Equity Share of nominal value of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,713 lakhs (previous year Rs 1,649 lakhs). If declared by the Shareholders at the forthcoming Annual General Meeting, dividend will be deposited with the bank within April 30, 2019 and dividend will be paid within May 7, 2019.

Group Activities

Vesuvius plc, the ultimate holding company, is listed on the London Stock Exchange and is a global leader in metal flow engineering, principally serving the steel and foundry industries.

Vesuvius has developed close, collaborative relationships with customers together with an extended global manufacturing network aligned with customer locations. Vesuvius focuses on gaining a fundamental understanding of customers’ processes and delivering systems and products that are mission-critical for the demanding applications in which they are used.

Members of the Board of Directors of Vesuvius plc, the ultimate holding company, had visited the Kolkata Plant on October 23, 2018 and had meaningful deliberations and interactions with the local management team. They have a clear strategy on the potential growth and capabilities of the Indian operations and have offered their support to the Indian operations. The Board Members have also visited and interacted with a major customer in India which has international operations.

The Vesuvius strategy remains centered around the following five key execution priorities designed to ensure the achievement of the core strategic objective of delivering long term, sustainable and profitable growth :

- Reinforce our technology leadership;

- Increase penetration of value-creating solutions;

- Capture growth in developing markets;

- Improve cost leadership and margins; and

- Build a Technical Services business

The Vesuvius Group has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, research and development, systems, manufacturing etc.

ISO Certification

The Company’s factories at Kolkata and Visakhapatnam have been certified ISO 9001:2015 for Quality Management Systems Standards.

Board of Directors

Mr Tanmay Ganguly (DIN No.01272338), Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting. Mr Ganguly is the President-Advanced Refractories of the Vesuvius Group and operates from the United Kingdom. Mr Ganguly has confirmed and declared that he is qualified to act as a Director of the Company and being eligible has offered himself for re-appointment as a Director of the Company. The Board of Directors are also of the opinion that Mr Ganguly fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI ( LODR)” ] making him eligible to be re-appointed as Director. Mr Ganguly is not a Director of any other company in India. He is a member of all the Committees of the Board of Directors. He does not hold any shares of the Company and is not related to any Director or Key Managerial Personnel of the Company. Additional information about Mr Ganguly and a resolution proposing his re-appointment are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on November 1, 2018 had appointed Mr Jan Roel van der Sluis (DIN No.08276227), a Director of the Company effective from November 1, 2018 in the casual vacancy caused by the resignation of Mr Francois Clement Wanecq. Mr van der Sluis, a Dutch national, is an Engineer and is presently President-Flow Control of the Vesuvius Group. Prior to this appointment in October 2017, Mr van der Sluis worked 6 years as President of Vesuvius China and North Asia. He now operates from Belgium. Mr van der Sluis joined Foseco in 1997 as Marketing Director EMEA and held several executive functions with Foseco in different locations. Post-merger of Foseco with Vesuvius, he joined the Vesuvius Group. Mr van der Sluis is not a Director of any other company in India and is not a member of any Committee in India. He does not hold any shares of the Company. The Board of Directors are of the opinion that Mr van der Sluis fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (LODR) making him eligible to be appointed a Director of the Company and also feel that the presence of the President-Flow Control on the Board of the Company would bring immense benefits to the Indian management and operations. Additional information about Mr van der Sluis and a resolution proposing his appointment are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

Mr Ritesh Dungarwal (DIN No. 08136275) was appointed Managing Director of the Company, at the Board meeting held on December 19, 2018, subject to the approval of the Members, for a period of five years effective from January 1, 2019. He is a Mechanical Engineer and holds a Master’s degree in Aerospace Engineering from IIT Mumbai and an Executive MBA from Kelly School of Business, Indiana University, USA. Prior to joining Vesuvius India, he held key positions across various functions including engineering, strategy, sales, distribution and operation with Cummins for more than 15 years where, in his last role, he was India Business Country Leader for Cummins Turbo Technologies. His appointment has been recommended by the Nomination and Remuneration Committee and the Board of Directors are also of the opinion that Mr Dungarwal fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (LODR) making him eligible to be appointed Managing Director of the Company. Mr Dungarwal does not hold any shares in the Company nor is he a Director of any other company. From January 1, 2019, Mr Dungarwal is a member of the Corporate Social Responsibility Committee and the Share Transfer and Stakeholders Grievance & Relationship Committee of the Company and in no other Committees.

An Agreement dated January 1, 2019 has been executed between the Company and Mr Ritesh Dungarwal setting out the terms and remuneration payable to him, subject to the limit prescribed in section 197 read with Schedule V of the Companies Act, 2013. Additional information about Mr Dungarwal and his remuneration and resolutions proposing his appointment as Managing Director are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

After four years of dedicated service, Mr Subrata Roy has stepped down as the Managing Director of Vesuvius India to pursue new responsibilities within the Vesuvius Group. The Board records its appreciation of the contributions and services rendered by Mr Subrata Roy during his term as Managing Director.

Mr Sudipto Sarkar had been appointed Independent Director of the Company for a period of five consecutive years from April 29, 2014 and his term of office as an Independent Director will cease on April 28, 2019. Mr Sarkar is a renowned Barrister and holds B.Sc. (Maths-Hons) from Presidency College, Kolkata; BA (Law Tripos) from Jesus College, Cambridge, UK; LL.M, (International Law) from Jesus College, Cambridge, UK; M.A. (Law) from Jesus College, Cambridge, UK. He is also Barrister, Gray’s Inn, London and Associate Member, 6 Pump Court, Middle Temple, London. He is presently practicing as a Senior Advocate. He was formerly a Director of Bombay Stock Exchange Limited and JSW Steels Limited. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr Sarkar as an Independent Director for a further period of five consecutive years from April 29, 2019 as they feel that Mr Sarkar’s contribution to the Board as an eminent Barrister would be of great benefit to the management and the Company. The Board of Directors are also of the opinion that Mr Sarkar fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (LODR) making him eligible to be appointed Independent Director of the Company for a further term. Mr Sarkar does not hold any shares in the Company. Additional information about Mr Sudipto Sarkar, his directorships and Committee memberships in other companies and a special resolution proposing his reappointment as Independent Director are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

Mr Biswadip Gupta, Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri, Independent Directors of the Company, had a separate meeting on November 1, 2018 to conduct an evaluation of the performance of Independent Directors, individual directors, the Board and its Committees and assess the quality, quantity and timeliness of flow of information from the Company management to the Directors as well as an oversight of succession planning, risk management, internal controls and prioritization of strategic objectives and Board efficiency. The Board also conducted a similar evaluation exercise. Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri met separately to evaluate and review the performance of the Chairman. The evaluation concluded that the Board remained of high caliber and was functioning well, with open and challenging debate and transparent information flow and continued to deliver robust challenge to management of financial matters and helped guide the management through disruptions brought in by Insolvency and Bankruptcy Code and economic upheavals to the steel industry. The Directors have received briefings and updates on key financial, legal and governance issues impacting the organization and have furthered their knowledge and familiarisation by undertaking visits to the Visakhapatnam plants. The Independent Directors have ensured governance and good conduct, adherence to laws, mitigating risks and growth. Assessment of individual Directors concluded that they contributed effectively and proactively in debates at all meeting and devoted adequate time. Committees have also operated effectively with the Nomination and Remuneration Committee effectively overseeing successful transitions and the Audit Committee in reviewing the effectiveness of internal controls including financial, operations and compliance controls and risk management systems.

The Independent Directors have confirmed and declared that they are not disqualified to act as an independent director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill the independence criteria and all the conditions specified in the Companies Act, 2013 and SEBI (LODR) making them eligible to act as Independent Directors.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director is attached as Annexure IX which forms a part of this Report of the Directors. The Code of Conduct is available on the Company’s website www.vesuviusindia.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report (Annexure I) which forms a part of this Report of the Directors.

Directors’ Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013, and provisions of SEBI (LODR) and in the preparation of the annual accounts for the year ended on December 31, 2018 and state that :

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr Subrata Roy, Managing Director upto 31.12.2018

b) Mr Ritesh Dungarwal, Managing Director with effect from 1.1.2019

c) Mr Taposh Roy, Company Secretary upto 26.02.2019

d) Mr Vikram Singh, Company Secretary with effect from 27.2.2019

e) Mr Sanjoy Dutta, Chief Financial Officer

Remuneration and other details of the persons who were the Key Managerial Personnel upto the year ended on December 31, 2018 are mentioned in the Extract to the Annual Return in Form MGT-9 which is attached as Annexure V and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI regulations pertaining to Corporate Governance. During the year under consideration the Company had a seven member Board of Directors consisting of three independent directors, three non-executive directors representing the holding company and the Managing Director.

The non-executive Directors representing the holding company have waived their commission on profits for the year and have not received any sitting fees for attending the meetings of the Directors. The Managing Director does not receive sitting fees for attending the meetings of the Board or any Committee thereof nor any commission on profits. The sitting fees paid to the Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

The Corporate Governance Report for the year ended on December 31, 2018, giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR)”] is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on December 31, 2018 issued by Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co, Practicing Company Secretaries, Secretarial Auditor of the Company, is also attached as Annexure II and forms a part of this Report of the Directors.

The Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company Secretary is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company and notified to the Stock Exchanges. The Company Secretary is also the Nodal Officer for the purpose of compliances relating to Investor Education and Protection Fund.

The Managing Director and the Chief Financial Officer, have given their certificate under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) regarding the annual financial statements for the year ended on December 31, 2018 to the Board of Directors. The Managing Director has given his certificate under Regulation 34(3) read with Part D of Schedule V of SEBI (LODR) regarding compliance with the Code of Conduct of the Company for the year ended on December 31, 2018, which is attached as Annexure IX and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee was constituted on October 24, 2000. The Committee as on December 31, 2018 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri and Mr Sudipto Sarkar as Members. The Company Secretary is the Secretary of the Committee. The Managing Director and Chief Financial Officer are permanent invitees to the meeting. The Internal Audit reports, financial statements and details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism details of which are available on the Company’s website www.vesuviusindia.com. All persons have been given direct access to the Chairman of the Audit Committee to lodge their grievances. No personnel have been denied access to the Audit Committee to lodge their grievances.

The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2018 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29, 2014. The Committee as on December 31, 2018 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. Mr Ritesh Dungarwal has replaced Mr Subrata Roy as a Member of this Committee effective from January 1, 2019. The Managing Director was the Secretary of this Committee upto February 26, 2019. Effective from February 27, 2019, the Company Secretary is the Secretary of this Committee.

The Corporate Social Responsibility Policy is available on the Company’s website www.vesuviusindia.com

The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2018 are given separately in the attached Corporate Governance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure VIII. The Company believes that CSR projects should be sustainable and with the long term purpose of improving the quality of living for the less privileged and for increasing social assets. The funds should be carefully spent on CSR so that they result in the ultimate objectives meted out in the Company’s CSR Policy. Meetings have been held with agencies in locations where the Company’s factories are located and with those having pan-India presence to provide CSR support to CSR projects. Employees at customer sites have also been made aware of opportunities for undertaking CSR projects locally and their CSR projects are being reviewed. The Company had spent about Rs 44 lakhs on CSR during the year. The Company is in the process of further increasing its portfolio of projects. There has been some delay in execution of CSR projects in the past on account of due diligence process to ensure that the benefit reaches the targeted recipient. However, the Company remains committed and is better prepared to meet its obligations related with CSR spend during the next financial year 2019.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 29, 2014 and the members as on December 31, 2018 are Mr Sudipto Sarkar as Chairman and Mr Biswadip Gupta, Mr Tanmay Ganguly and Miss Nayantara Palchoudhuri as Members. The Company Secretary is the Secretary of this Committee. The Managing Director is invited to attend all the meetings of this Committee.

The Company’s Remuneration Policy prepared in accordance with section 178 of the Companies Act, 2013 is available on the Company’s website www.vesuviusindia.com. The details of terms of reference of the Nomination and Remuneration Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2018 are given separately in the attached Corporate Governance Report which forms a part of this Report of the Directors.

Share Transfer and Stakeholders Grievance & Relationship Committee

The Share Transfer Committee was constituted on January 1, 1993 and was renamed The Share Transfer and Investor Grievance Committee on February 12, 2001. To comply with the requirements of the Companies Act, 2013 the name of the Committee was changed to Share Transfer and Stakeholders Grievance & Relationship Committee effective from April 29, 2014. The Members of the Committee as on December 31, 2018 are Mr Biswadip Gupta as Chairman, Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. Mr Ritesh Dungarwal has replaced Mr Subrata Roy as a Member of this Committee effective from January 1, 2019. The Company Secretary is the Secretary of this Committee. The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s C B Management Services (P) Ltd, the Registrars and Share Transfer Agents of the Company. All valid requests for dematerialisation and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee meetings are circulated to all Directors and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, reports on SCORES of SEBI, reports and certificates from Secretarial Auditor and quarterly submissions to the stock exchanges, electronic filings with Ministry of Corporate Affairs, compliances related to Investor Education and Protection Fund and all other compliances under the Companies Act, 2013 and SEBI (LODR). Details of the number and dates of meetings of this Committee which were held during the year ended on December 31, 2018, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

The shares of the Company are listed on the Bombay and National Stock Exchange. The Company’s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 3,00,070 shares, i.e. 1.48% of share capital, are held in physical mode by 2087 Shareholders as on December 31, 2018.

An application for delisting of the shares of the Company from BSE Limited had been made in May 2016 but delisting has not been completed by BSE Limited.

Investor Education and Protection Fund

A sum of Rs 4,63,364/- being the dividend lying unclaimed for seven consecutive years out of the fourteenth dividend declared by the Company for the year ended on December 31, 2010 at the Annual General Meeting held on April 19, 2011 was transferred to the Investor Education and Protection Fund of the Central Government in June 2018, after giving several notices and reminders to the concerned shareholders.

Dividend which remains unclaimed out of the fifteenth dividend declared by the Company for the year ended on December 31, 2011 at the Annual General Meeting held on April 26, 2012 will be transferred to the Investor Education and Protection Fund (“IEPF”) of the Central Government byJune, 2019 pursuant to the provisions of section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividend. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard. Individual notices have already been sent to the shareholders concerned on January 16, 2019.

5,994 Equity shares in respect of 35 folios corresponding to the dividend for the year ended on December 31, 2010 which remained unclaimed for seven consecutive years has also been transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2017 after giving individual notices to concerned Shareholders and advertisements in newspapers.

Equity Shares corresponding to the dividend declared for the year ended on December 31, 2011 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within May 29, 2019. Individual notices dated February 14, 2019 have been sent to the concerned Shareholders and advertisements made in the newspapers on February 20, 2019 in this regard. The advertisement is available on the website of the Company.

Notices dated January 16, 2019 have also been sent to all Shareholders concerned reminding them to encash their unclaimed dividend.

List of Shareholders whose dividend remain unclaimed till date of Annual General Meeting held on April 10, 2018 have been uploaded in the website of the Company www.vesuviusindia.com under heading “Investor Information” => “Dividend &Disclosures”. Shareholders are requested to check their unclaimed dividend from this list and contact the Registrars and Share Transfer Agents to encash these unclaimed dividends.

Auditors

Messrs Price Waterhouse Chartered Accountants LLP, (Firm Registration No : 012754N / N500016), Auditors of the Company, have submitted their Independent Auditors Report on the financial statements of the Company for the year ended on December 31, 2018 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. Ratification of their appointment every year is no more required pursuant to the revised provisions of Section 139 of the Companies Act, 2013. The Auditors have confirmed that they comply with all the requirements and criteria are otherwise qualified to continue to act as Auditors of the Company. No frauds have been reported by the Auditors under section 143(12) of the Companies Act, 2013.

Secretarial Audit

Secretarial Audit as required under section 204 of the Companies, Act 2013 and regulation 24A of SEBI (LODR), was conducted by the Secretarial Auditor, Mr Anjan Kumar Roy, FCS, of M/s Anjan Kumar Roy & Co., Practicing Company Secretaries, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as Annexure III and the Secretarial Compliance Report is attached as Annexure IV and these form a part of this Report of the Directors. There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his Reports.

Cost Audit

M/s Jithendra Kumar & Co, Cost Accountants, had been appointed the Cost Auditors of the Company for the financial years ended on December 31, 2017 and December 31, 2018 at the Board meeting held on February 15, 2018 and for the financial year ended on December 31, 2019 at the Board meeting held on February 27, 2019. The Cost Audit Report for the financial year ended on December 31, 2017 has been submitted to the Ministry of Corporate Affairs on May 29, 2018 and the Cost Audit Report for the financial year ended on December 31, 2018 will be submitted within June 2019. The remuneration payable to the Cost Auditors is required to be approved by the Members of the Company hence an appropriate resolution for approval of the remuneration of the Cost Auditors has been proposed in the Notice convening the ensuing Annual General Meeting. Maintenance of cost records as specified under section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

It is the Company’s policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporates or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company also does not make any investment in securities of any other body corporate. The Company has not taken or given any loan or advances in the nature of loan to its holding company. The Company has no investments.

Information pursuant to section 134(3) of the Companies Act, 2013

Related Party Transactions : Vesuvius plc is the ultimate holding company of the Company and therefore all subsidiaries of Vesuvius plc are treated as related parties of the Company. Such related party transactions, including those with the holding company and chain holding companies who hold 55.57% shares of the Company, which have been held during the current year and the previous year are mentioned in the Annual Report in accordance with the Indian Accounting Standards 24 on Related Party Disclosures notified by the Companies (Indian Accounting Standards) Rules, 2015, as amended, and are not repeated in this Report of the Directors. All these related party transactions are in the ordinary course of business and are at arm’s length and hence the restrictive provisions of section 188(1) are not attracted to these transactions.

In compliance with the provisions of Regulation 34(3) read with Schedule V(A) of SEBI (LODR) read with section 134(3)(h) it is confirmed that no loans or advances in the nature of loans have been received or paid to the holding company or any associate company or any Director or to any firms or companies in which a director is interested and no investments have been made in the shares of the parent / holding companies or any of its subsidiaries. The Company does not have any subsidiaries. The Company has no investments. The prescribed Form AOC-2 is therefore not applicable to the Company.

There were no material changes and commitments affecting the financial position of the Company occurring between December 31, 2018 and the date of this Report of the Directors.

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VI and forms a part of this Report of the Directors.

The prescribed particulars of Employees required under section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VII and forms a part of this Report of the Directors.

The Annual Return for the year ended December 31, 2017 which was electronically filed with the Ministry of Corporate Affairs on April 26, 2018 is available on the website of the Company www.vesuviusindia.com under heading “Investor Information => Dividend & Disclosures.”

Prevention of Sexual Harassment

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment Committee with three employees and a reputed NGO representative and Miss Nayantara Palchoudhuri, Director, as an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available on the Company’s website www.vesuviusindia.com. All employees, specially women employees, were made aware of the Policy and the manner in which complaints could be lodged. The Committee submitted their fourth Annual Report which has been received and approved by the Board.

The following is reported pursuant to section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and regulation 34(3) read with sub-clause 10(l) of Clause C of Schedule V of SEBI (LODR) :

a. Number of complaints of sexual harassment received/ filed during the year : Nil

b. Number of complaints disposed off during the year : Nil

c. Number of complaints pending for more than ninety days : Nil

d. Number of complaints pending as on end of financial year : Nil

e. Number of workshops or awareness programmes against sexual harassment carried out : One

f. Nature of action taken by the employer or District Officer : Not Applicable

Business Responsibility Report

The Business Responsibility Report was not applicable for the Company for the financial year ended on December 31, 2018 and hence no such report is submitted.

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors :

Annexure

Particulars

I

Corporate Governance Report

II

Certificate on Corporate Governance

III

Secretarial Audit Report

IV

Secretarial Compliance Report

V

Extract of the Annual Return in Form MGT-9

VI

Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

VII

Particulars of Employees

VIII

Annual Report on Corporate Social Responsibility

IX

Managing Director’s Certificate on compliance of Code of Conduct

Company Policies

The following Policies of the Company are available on the Company’s website www.vesuviusindia.com under the heading Investor “Information=>Policies & Disclosures” and while framing these Policies, all the requirements and criteria prescribed under the Companies Act, 2013 and SEBI (LODR) have been considered

a) Remuneration Policy

b) Corporate Social Responsibility Policy

c) Terms and conditions of Appointment of Independent Director

d) Related Party Transactions Policy

e) Speak Up and Incident Reporting (Whistle Blowing) Policy

f) Dividend Distribution Policy

g) Policy on Preservation of Documents

h) Anti-Bribery and Corruption Policy

i) Risk Management Policy j) Insider Trading Code

k) Insider Trading Code for Fair Disclosure l) Quality Policy

m) Health, Safety & Environment Policy

n) Code of Conduct

o) CORE values and Behaviours

Human Resources Management & Health, Safety and Environment

Vesuvius has various programmes on a continuous basis to train employees, to provide professional skills to them for better talent management and development needs of the organization as well as to develop mid-level managers apart from its key areas of focus which are to ensure leadership bench-strength and managing succession. CORE Values and Behaviours was launched in 2018 - 8 Leadership team members attended the communication at time of launch. These Values have been rolled out and communicated in various communication forums to employees.

The Company strictly adheres to the prescribed norms and practices regarding health, safety and environment.

The Company had 439 employees as on December 31, 2018. The continuous leadership and technical training courses in India and abroad give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

All management staff of the Company have undergone training on Anti-Bribery and Anti-Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

For and on behalf of the

Board of Directors

Vesuvius India Limited

Biswadip Gupta

Place: Kolkata Chairman

Date: February 27, 2019 (DIN : 00048258)

Source : Dion Global Solutions Limited
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