DIRECTOR'S REPORT Dear Members, Your Company's Directors are pleased to present the 22nd Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2015 EXTRACT OF ANNUAL RETURN An Extract of Annual Return (as provided in Section 92(3) of the Companies Act, 2013) in Form MGT-9 as on 31st March 2015 is attached as Annexure - 1 to this report NUMBER OF MEETINGS OF THE BOARD During the year, 9 (Nine) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report. DIRECTORS' RESPONSIBILITY STATEMENT To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013 i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. 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 as at 31st March 2015 and of the profit of the Company for the year ended on that date; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, the members approved the appointments of Mr.Narasimhan Raghu, Mr.K.Venkateswaran and Mr.S.Srinivasan as Independent Directors who are not liable to retire by rotation and Mrs.Pushpa S Jain as a Non-Executive Director who is liable to retire by rotation. The members have also reappointed Mr.Arun V Shah, as whole time director. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs.Pushpa S Jain, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. In accordance with the Provisions of Section 203 of the Act, which came into effect from 01st April 2014, Mr.K.C.Radhakrishnan, Chief Financial Officer and Mr.Rakesh Roshan Sethi, Company Secretary as Key Managerial Personnel of the Company were formalised. Mrs. Gayathri S. was appointed as company secretary and compliance officer of the company with effect from 20th June 2015 consequent to the resignation of Mr. Rakesh Roshan Sethi with effect from 30th May 2015. APPOINTMENT AND REMUNERATION POLICY The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been provided in the Corporate Governance Report, which is attached to this report. POLICY FOR PREVENTION OF SEXUAL HARASSMENT As a part of the policy for Prevention of Sexual Harassment in the organisation, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. No complaints were received by the Committee during the period under review. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR At the Annual General Meeting of the Company held on September 10, 2014, M/s R.Subramanian and Company, Chartered Accountants, (Registration No.FRN 004137S), were reappointed as the Statutory Auditors of the Company for a period of 3 years which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Accordingly, the appointment of M/s R.Subramanian and Company, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Audit committee and the Board of Directors recommend the ratification of appointment of M/s R.Subramanian and Company, Chartered Accountants as Auditors and to fix their remuneration. The members may ratify the appointment of M/s R.Subramanian and Company, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2015-16. The notes on Financial Statement referred to in the Auditor's Report are Self-explanatory. The Auditors' Report does not contain any qualification, reservation or adverse remark. COST AUDITOR As applicable under the erstwhile provisions of the Companies (Cost Audit Report) Rules 2011 the Company has obtained the Cost Audit report from M/s. N.Sivasankaran & Co, Cost Auditors in the previous year 2013-2014. As per the Ministry of Corporate Affairs in exercise of power comfort under section 148 of the Companies Act, 2013 and in supersession of Companies (Cost Accounting Records) Rules 2011, Companies (Cost Audit Report) Rules 2011 notified Companies Cost Records and Audit Rules 2014 in pursuant to Rule 4 of the said rules the Cost Audit of Companies cost records is not applicable for the current financial year, however the Company is required to maintain cost records in the Books of Accounts in pursuance to Rule 3 of said rule. SECRETARIAL AUDITOR The Board has appointed Mr.V.S.Sowrirajan, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014 - 2015. The Secretarial Audit Report for the Financial Year 2014 - 2015 is attached as Annexure - 2 to this report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All related party entered by the Company during the year were in the Ordinary course of business and at Arm's Length Pricing basis. There were no materially significant related party transactions during the year. Details of the transaction are provided in Form AOC-2 which is attached as Annexure - 3 to this report STATE OF COMPANY'S AFFAIRS The year under review had yielded results achieved by the Company by constant monitoring of imported raw materials price, sale price of camphor & foreign exchange fluctuations. Consequent to the closure of Regional Stock Exchanges viz., Madras, Delhi and Ahmedabad Stock Exchanges, your company is listed in Bombay Stock Exchange (BSE) during the year. This will facilitate members for better trading activities. DIVIDEND Your Directors recommend a Dividend of 5%(Rs.0.50 Paise per equity share of Rs.10/- each) for the financial year ended 31st March 2015. Payment of Dividend is subject to the approval of Shareholders at the ensuing Annual General Meeting. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March 2015) and the date of the report (14th August 2015 ) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, relating to Conservation of Energy, Technology, Absorption, Foreign Exchange Earning and Outgo are attached as Annexure - 4 to this report. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board. The Committee overseas the Risk Management process including risk identification, the impact assessment and risk reporting. The Audit Committee however has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. CORPORATE SOCIAL RESPONSIBILITY The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee. BOARD EVALUATION Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the listing agreement, Independent Director at their meeting without the participation of the Non-Independent directors and management, considered and evaluated the Board's performance and other non-independent directors. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY The Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable. DEPOSITS FROM PUBLIC During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The details of the Internal Control system and their adequacy are provided in the Management Discussion and Analysis Report which forms part of this report. AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governance Report which is attached to this report. VIGIL MECHANISM/WHISTLE BLOWER POLICY During the year, your Directors have constituted a Vigil Mechanism Committee which also incorporates a whist blower policy pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the listing agreement. Your company hereby affirms that no complaints were received during the year. PARTICULARS OF EMPLOYEES The information required terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to the ratio of remuneration of each director to the median employee's remuneration are attached as Annexure - 5 to this report CORPORATE GOVERANCE The Company is not only committed to maintain the standards of Corporate Governance set out by SEBI but also morally committed to its members. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this report. APPRECIATIONS AND ACKNOWLEDGMENTS Your Directors place on record their appreciation to employees at all levels for their dedication and commitment. Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, Government Authorities, customers, vendors and members during the year under review. For and on Behalf of the Board of Directors Arun V Shah Whole Time Director Suresh Shah Managing Director Place : Chennai Date : 14.08.2015 |