BOARD'S REPORT Dear Members, Your Directors have pleasure in presenting the 34th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. STATE OF COMPANY'S AFFAIRS: During the year under review, the gross revenue of the Company decreased to Rs.1880.67 Lakhs compared to Rs. 2128.88 Lakhs in the previous year. The Profit after tax for the year decreased to Rs.13.96 Lakhs compared to Rs.35.27 Lakhs in the previous year. FUTURE OUTLOOK: The new government is likely to give more thrust towards infrastructure growth which helps in more transportation activities. This in turn will help our retreading industry; we forecast a healthy growth during the financial year 2015-2016. SHARE CAPITAL: During the year under review the authorized capital of the company is Rs. 10,00,00,000/- (Rupees Ten Crores), the Issued, Subscribed and Paid up Capital of the Company as on March 31, 2015 is Rs.6,82,69,600/- (Rupees Six Crores Eighty Two Lakhs Sixty Nine Thousand and Six Hundred) divided into 68,26,960 equity shares of Rs.10/- (Rupees Ten) each. DIVIDEND: The company has not declared the dividend during the financial year under review. TRANSFERS TO RESERVES: An amount of Rs. 13,95,705/- has been transferred to the Reserves being the profit earned during the financial year 2014-15. NUMBER OF MEETINGS OF THE BOARD: The Board of Directors duly met 5 (Five) times on 29-05-2014, 14-08-2014, 24-09-2014, 14-11-2014, and 14-02-2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. Vinay. R Sapte, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. During the year, Mrs. Rashmi.V Sapte has been appointed as a Woman Director on the Board in the capacity of additional director w.e.f. February 14, 2015. Mr. Maneesh Ramakant Sapte to be Re-appointed as Managing Director for a period of Three years with effect from 01.03.2015 Your Board recommends the appointment/ re-appointment of the Directors above. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013: In compliance of section 134 (5) of the Companies Act, 2013, your directors confirm: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review; c) that 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) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively. e) that the Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DECLARATION GIVEN BY INDEPENDENT DIRECTORS: All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. REPLIES TO AUDITORS REPORT: With reference to observations made in Auditor's Report, the notes of account is self-explanatory and therefore do not call for any further comments under section 134(5) of companies act, 2013. REPLIES TO AUDIT REPORT: Observations made by the auditor are suitably replied in the notes and accounts wherever required. SECRETARIAL AUDIT REPORT In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar, M/s. AGR Reddy & Co, Practicing Company Secretaries has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not call for any further comments. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: Details of Loans, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The details regarding transactions with related parties covered under Section 188 of Companies Act, 2013 are given in Annexure and forms part of this report. CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC: (A) Conservation Of Energy (i) the steps taken or impact on conservation of energy: NIL (ii) the steps taken by the company for utilising alternate sources of energy: NIL (iii) the capital investment on energy conservation equipments: NIL (B) Technology absorption: (i) the efforts made towards technology absorption: The Company has neither absorbed nor adopted any new technology. The company has also not made any innovation in technology. (ii) the benefits derived like product improvement, cost reduction, product development or import substitution: No benefits derived in the year under review. (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported b) the year of import; c) whether the technology been fully absorbed d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof. No technology is imported during financial year 2014-2015 (iv) the expenditure incurred on Research and Development : NIL (C) Foreign exchange earnings and Outgo Foreign Exchange Inflows: NIL Foreign Exchange Outflows:40.82 lakhs CORPORATE SOCIAL RESPONSIBILITY (CSR) : The provisions w.r.t. CSR are not applicable to the Company therefore, the Company had not constituted CSR committee during the year 2014-15. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The Company is aware of the risks associated with the business. It regularly analyses and take corrective actions for managing / mitigating the same. Your company's risk management framework ensures compliance with clause 49 of the Listing Agreement. Your company has institutionalized the process of identifying, minimizing and mitigating risks which are periodically reviewed. INTERNAL CONTROL SYSTEMS: Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. INSURANCE: The Properties and assets of your Company are adequately insured. CORPORATE GOVERNANCE: The Company has been in full compliance with the norms of Corporate Governance as outlined in Clause 49 of the Listing Agreement with the Bombay Stock Exchange, Mumbai. A separate report on Corporate Governance is produced as a part of the Annual Report along with the Auditor's Certificate on its compliance. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this report and the same is annexed. ISO 9001- 2008 CERTIFICATION: Your Company continues to hold ISO 9001 - 2008 Certification by meeting all the requirements of certification from time to time. EMPLOYEE RELATIONS: Your Directors are pleased to record their sincere appreciation of the contribution by the workmen and staff at all levels in the improved performance of the Company. None of the employees are drawing Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other committees. The Board's performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration, inputs received from the Directors, covering the aforesaid aspects of the Board's functioning. The overall performance of the Board and Committee's of the Board was found satisfactory. The overall performance of the Chairman, Executive Directors and NonExecutive Directors of the company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc. ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support and patronage. For and on behalf of the Board of Directors For Phaarmasia Limited sd/- Maneesh R. Sapte Managing Director DIN: 00020450 sd/- Y. N. Bhaskara Rao Whole-time Director DIN: 00019052 Place: Hyderabad Date: 14th August, 2015 |