DIRECTORS' REPORT TO, THE MEMBERS TPI INDIA LIMITED Your Directors are pleased to present the Thirty Third Annual Repot together with the audited financial statements for the year ended 31 SI March, 2015. DIVIDEND: In view of the accumulated losses, the Board of Directors of your Company regret their inability to recommend any dividend for the year ended 31 s1 March, 2015 RESERVE: In view of the losses during the year under review, the Board of Directors of your Company do not proposes to carry to any amount to reserve. OPERATION REVIEW: After witnessing low GDP growth in the financial year 2013-14, the year 2014 saw moderate improvement in the country's economic climate. The Inflation remained in control as the Wholesale Price Index (WPI) continued the trend of deceleration. Further due to volatility in crude oil prices, the availability of Polymer were erratic and your Company with the cost saving devices and timely maintenance of Plant & Machineries keep the operational cost under control. In spite of the above back drop, the Demand for your product during the year 2014-15 was moderate: a) The total income of Rs. 3191.08 lacs during the year against Rs. 2310.25 lacs during the previous year. b) The Operational Profit before interest and depreciation for the year under review is Rs. 357.88 lacs as against Rs. 291.15 lacs during the previous year. But due to high cost of interest during the year under review, the Operational Profit after interest before depreciation during the year under review is Rs. 89.06 Lac as against Rs. 86.76 c) However, pursuant to provisions of Schedule II of the Companies Act, 2013 Part B, para 5 Note 7(b) the Company has reviewed the estimated life of the fixed assets and the assets whose useful life is nil has been set off against the accumulated Profit & Loss balance and for other assets the depreciation charges works out to Rs. 60.64 for the year under review as against Rs. 77.95 Lac during the previous year. As a result of which the Profit Before Tax for the year under review is Rs. 28.42 and for the previous year Rs. 8.81 Lac OUTLOOK: As we look ahead, effective implementation of economic agenda holds key to the nation's progress. Industry indeed faces challenges of rigid labour laws, poor infrastructure etc. Yet there is growing optimism that the Government at the centre is pushing reform and will take the action to create a positive climate for growth of industry. In the short term, economic and industrial growth will largely depends on investment cycle. The year 2015-16 may prove to be year in transition before the economy moves to fast-track mid and long term growth. Your Company has strong fundamentals, follows robust customer and innovation focused strategy, emphasizes on operational excellence and constantly empowers and motivates its people to pursue higher goals. This give confidence to the Management that your Company is capable of meeting growing customer expectation and is well prepared to benefit from medium and long term growth of Indian economy. SUBSIDIARY AND ASSOCIATE COMPANIES: Your Company has no subsidiary and associate companies. FIXED DEPOSITS: The Company had accepted unsecured loan to meet the working capital requirement of the Company from the friends and relatives of the Promoter. The acceptance of said unsecured loan has resulted into non-compliance with section 73 of the Companies Act, 2013. The interest is timely paid on these unsecured Loans and Such loan has no specific maturity date as such. The business circumstances has forced the Company to avail unsecured loan. The Management is of the opinion that considering the Company being under BIFR purview, the consequences associated with contravention of section 73 of the Companies Act, 2013 will be diluted. DIRECTORS: Pursuant to the provisions of section 161 (I) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Darshana B. Parekh who are appointed as an additional Director designated as Non Executive Promoter with effect from this Meeting and she shall hold office up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing their appointment as Director liable to retire by rotation at the forthcoming Annual General Meeting. At the forthcoming Annual General Meeting, Mr. Bharat C. Parekh will retires by rotation and being eligible offer himself for re-appointment. A brief resume I particulars relating to him are given separately given under the report of Corporate Governance. Ms. Sanjana Kanthinathinathan resigned from the Board with effect from this meeting The Board placed on record its appreciation for the contribution made by her KEY MANAGERIAL PERSONNEL: Mr. Bharat C. Parekh) Managing Director and Mr. Avinash B. Parekh, Chief Operating Officer are the Key Managerial Personnel of the Company as on March 2015 MANAGEMENT'S DISCUSSION AND ANALYSIS: A detailed review of operations. performance and future outlook of the Company IS covered under a Separate Anneuxre to this report and Management's Discussion & Analysis. BUSINESS RISK MANAGEMENT: Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risk and opportunities, The framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. PERFORMA 'CE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES: The evaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises ,infer-alia of the following parameters: a) Directors bring an independent judgement on the Board discussion utilizing his knowledge and experience especially on issues related to strategy, operational pardon TIance and risk management b) Directors demonstrate awareness and concerns about the non TIS relating to Corporate Governance, disclosure and legal compliance c) Directors contributes new ideas I insights on the business issues raised by the Management. d) Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider. e) The Board I Committee meeting are conducted in a manner which facilitate open discussion and robust debate on all key items on the agenda. f) The Board receives adequate and timely information to enable discussion I decision making during Board Meetings. g) The Board addresses interest of all stakeholders of the Company. h) The Committee is delivering on the defined objectives. i) The Committee has the right composition to deliver its objectives. The Performance evaluation of Chairman, Directors, Board and Committee was undertaken by the Nomination and Remuneration Committee for the year under review and the results were reported to the Board of Directors. CORPORATE SOCIAL RESPONSIBLE COMMITTEE: The Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) committee having following members: a) Mr. Sharat C. Parekh Chairman b) Mr. Akshay Bhatt Member e) Mr. Ishan D. Selarka Member The underlying objectives are aimed at making people self·reliant through economic and social empowerment. providing employable skills and social entrepreneur opportunities to youth and women to ensure livelihood for economic betterment and social development of themselves and their families. Health initiative, culture and heritage support program are the focus areas. The Board of Directors of the Company has approved a comprehensive CSR Policy which is available on the website of the Company at www.tpiindia.in . The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of tile Company. ANNUAL RETURN: The Extract of Annual Return is annexed to the Directors' Report. FAM1LIARIZATLON PROGRAM AND INDEPENDENT DIRECTORS: The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report. WHISTLE BLOWER POLICY: The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower policy under which employees are free to report violalions of the applicable laws and regulations and the code of conduct. The Whistle Blower Policy is available on the website of the Company at WVI\.\I.tpiindia.in NOMINANON AND REMUNERATION COMMITTEE: The Board of Directors of the Company has constituted Nomination and Remuneration Committee consisting of the following Members: a) Mr. Akshay Bhatt b) Mr. Ishan D. Selarka c) Mr. Sandeep Poddar The Board of Directors of the Company has approved the Nomination and Remuneration Policy which inter·alia contain the appointment criteria, qualifications, positive attributes and independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company. The said policy is available on the website of the Company www.tpiindia.in DI RECTORS' RESPONSIBLE L1TY STATEMENT: To the best of their knowledge and belief and according to the intonation and explanation obtained from them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013 a) In the preparation of annual account, the applicable accounting standard have been followed along with proper explanation relating to material departures. b) Accounting Policies are listed in Notes to the financial statement have been selected and applied consistently. Reasonable and prudent judgment as well as estimates have been made so far as to give a true and fair view of the state of affairs of the Company as on 31 Sl March, 2015 and of the Profit of the Company for that period. c) Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provisions of the Companies Act, 2013 so as to safeguard the assets of the Company and to detect and prevent fraud and other irregularities. d) The Annual Accounts have been prepared on a going concern basis e) Internal financial controls system is in place and the same has been followed by the Company. Further such Internal Financial controls are adequate and were operating effectively. f) Proper system to ensure Compliance with the provisions of all applicable law and such systems were adequate and operating effectively. PERSONNEL: There were no employees covered U/S 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 ENERGY, TECHOLOGY A D FOREIG EXCHANGE: Paniculars pursuant to section 134(3Xm) of the Companies Act, 20 l3 read with Rule 8 of the Companies (Accounts) Rule 2014 is annexed herewith. AUDITORS: MIs B. R. Dalal & Co. Chartered Accountants, retires al the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to continue as Statutory Auditor for the Financial Year 2015·16. The relevant certificate to the effect that their appointment if made. will be in pursuant to section 141 of the Companies Act, 2013 has been received. The resolution for their re-appointment is being submitted to the Annual General Meeting. AUDITORS' REPORT: The Comments in the Auditors Report are self explanatory and suitably explained in the Notes to the Accounts. SECRETARIAL AUDIT: The Secretarial Auditors MIs GIRISI-I MURARKA & CO., Company Secretaries, has issued Secretarial Audit Report for the financial year 2014·15. pursuant to section 204 of the Companies Act, 2013 which is annexed to Directors' Report. The Secretarial Audit Repot for the year under review does not contain any qualification, reservation or adverse remark or disclaimer. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES: The Details of Investment made and loan advanced by the Company have been given in note no. 14, 15 and 16 to the Financial Statement. The Company has not given any guarantee pursuant to the provisions of section 186 of Companies Act, 2013 SUBSIDIARY, ASSOCIATES AND JOINT VE TURE COMPANIES: The Company has no Subsidiary, Associates and Joint Venture Companies. SICK INDUSTIUAL COMPANY: As intoned earlier, the Company had been declared as Sick Industrial Company uls 3(i)(0) of Sick Industrial Companies (Special Provision) Act, 1985, at BIFR hearing held on lih December, 2005 and IDBI was appointed as Operating Agency. At the hearing held on I" September, 20 I0 BIFR has approved the Rehabilitation Scheme under reference 88-tO. The IDEI has been appointed as Monitoring Agency and Monitoring Committee hac; been constituted for review and appraisal At the direction of BIFR, the Company had submitted Modified Draft Rehabilitation Scheme and all the clarification & explanation with regards (Q said MDRS had been submitted through IDBI, Monitoring Agency to BIFR. The BIFR has to fixed the next hearing for sanction of MDRS and allow allotment of 300 Lacs equity shares, Application Money from SICOM INVESTMENT AND FINANCE LIMITED & thereby the Net Worth of the Company gets positive. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has an internal control system commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with the operating system, accounting policies and procedures of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors. The Significant audit observations and the follow up action are reported to the Audit Committee. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSALj ACT, 2013 Pursuant to section 22 of the Sexual Harassment of Women al Workplace (Prevention, Prohibition and Redressed) Act, 2013 read with rule 14, the internal committee constituted under the said Act has confirmed that no complaint / case has been filed / pending with the Company during the year. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on ann's length basis and were in ordinary course of business. There are no materially significant related party transaction made by the Company with Promoter, Director, Key Managerial Personnel or other designated person which have a potential conflict with the interest of the Company at large. CORPORATE GOVERNANCE: A separate section on Corporate Governance is included in the Annual Report and the certificate from MIs GIRISH MURARKA & CO., practicing Company Secretaries, Mumbai, Company's Secretarial Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange is annexed thereto. HUMAN RESOURCES DEVELOPMENT: Many initiatives have been taken to support business through organizational efficiently, process change support and various employee engagement program which has helped the Organization to achieve higher productivity level. A significant efforts has also been undertaken (Q develop leadership as well as technical/functional capacities in order to meet future talent requirement. The Company's HR process such as hiring and on-boarding, fair transparent on line performance evaluation and talent management process, workmen development process and market assigned policies have been seen as benchmark practice in the Industry. The Employees are encouraged to express their views and are empowered to work independently. The Employees are given the opportunity to leam through various small project which make them look at initiatives from different perspectives and thus provide them with the platfonn to become result oriented. The Management of the Company enjoy cordial relation with its employees at all levels. The Board of Directors wish to place its highest appreciation for the contribution made by all the employees in sheaving growth of the Company. ENHANC£NG SHAREHOLDERS VALUE: Your Company believes that its members arc among its most important stakeholders. Accordingly your Company's operations are committed to the pursuit of achieving high level of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive assets and resource base and nurturing overall corporate reputation CASH FLOW STATEMENT: In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31 51 March, 20 IS annexed hereto. ACKNOWLEDGEMENT: Your Directors place on record their appreciation for the assistance and co-operation extended by SICOM Ltd., SICOM Investment and Finance Limited, Kokan Mercantile Co-op. Bank Limited, Union Bank of India and all the government authorities. Your Directors also acknowledge with thanks the continued support and confidence reposed in the Management by the Company's Shareholders, Customers and suppliers. For on behalf of the Board Sd/- B. C. Parekh CHAIRMAN Place: Mumbai Date: 181h MaYt 2015 |