DIRECTORS REPORT To, The Members, CHEMTECH INDUSTRIAL VALVES LIMITED Your Directors are pleased to present Ore Nineteenth Annual Report of company together with Audited Statement of Accounts and the Auditor's Report for the financial year ended 31" March 2015. Company performance:- Your Company has posted financial results during the year under review. Turnover of the Company has increased from 3104.76 lakhs to 3394.21 lakhs and the Net profit/(loss) increased from (166 51) lakhs to (378,26)lakhs. DIVIDEND: During the financial year 2014-15, since the company has incurred loss, the Directors do not recommend any dividend to the Shareholders. TRANSFER TO GENERAL RESERVE: During the financial year 2014-15, since the company has incurred loss, no amount has been transferred to the General Reserve. Export- The export sale (FOB) for the year ended March 31, 2015 was Rs. 27, 25,18,508 compared to Rs.19,74,71,913 during the previous year (Note No- 37 ((H) of Financial Statement] Foreign Exchange Management: Transaction in Foreign currency arc recorded at the rate of exchange prevailing on the date of transaction. Foreign currency monetary assets and liabilities are converted in Indian currency at. the rate of exchange or prevailing at the end of the year. Resultant gain and loss is recognized in the statement of profit and loss for the year. Directors Responsibility Statement In accordance with the provisions of Section 134(3) (e) of the Companies Act 2013, your directors confirm that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. b) The Company has 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 /loss of the Company for that period. c) The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2D13 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities d) The annual accounts have been prepared on going concern basis. e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively f) The Company hits laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively Changes in Share Capital There was no change in the structure of the share capital of the Company during the financial year under review, the details of share capital is given under Note 2 of Financial Statement PROCEEDS OF INT1AL PUBLIC OFFER The Intial Public Offer (IPO) proceeds have been utilised as provided in Note no. 33 of Financial Statements. Extract of Annual Return As required pursuant to section 92(3) of the Companies Act. 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 , an extract of annual return in MGT 9 as a part of this Annual Report. Annexure I of Director Report) Particulars of Loan, Guarantees and Investments under Section 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2:013 forms part of the Financial Statements. Particulars of Contracts or Arrangements with Related Parties The particulars of every contract or arrangements entered into "by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2. (As Annexure II of Director Report.) Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal) Act, 2013 In order to promote safe and indiscriminative environment, the Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment, During the year under review Company has not received any complaint of harassment, the details of this policy is explained in the Corporate Governance Report, Vigil Mechanism:- Your Company is committed to highest Standards of ethical, moral and -legal business conduct. Accordingly, the Board of Directors have formulated Vigil mechanism which is in compliance with '.he provisions of section 177of the Companies Act, 2 0 1 3 and Clause 4-9 of the Listing Agreement, the details of this policy is explained in the Corporate Governance Report. Details of Directors and Key Managerial Personnel In accordance with, the provisions of the Act and the Articles of Association of the Company, Ms. Nanrratfl Badkur , Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered there selves for re-appointment. 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 the Act and Clause 49 of the Listing Agreement with the Stock Exchanges, The Company has drafted a Policy Tor performance evaluation of independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non executive directors arid executive directors. The Company has conducted programmes to familiarize Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters. Deposit:- The Company has not accepted, tiny deposits from the public (details are under annexure (V) to Independent Auditor's Report). Receipt of any commission by MP / WTD from a Company or for receipt of commission / remuneration, from it Holding or subsidiary NIL Risk Management The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. Corporate Social Responsibility (C5R1 Policy The Company doesn't fall under the ambit of Section 135 (l) hence Corporate Social Responsibility policy is not applicable to the Company. Meeting of the Board In the year 2014-2013, 5 (Five) Meetings of the Board were held on 30/05/2014, 16/08/2014, 16.09 2014, 14/11/2014, 12/02/201;. The intervening period between two Board meetings was well within the maximum time gap of four months prescribed in Clause 49. Audit Committee:- During the year, only 4 (four) Audit Committee met ting was held and the accounts are getting finalized for the year ended 2014-15, The meeting was held on: 28/05/2014,14/08/2014, 16/09/2014, 12/11/2014, 12/02/2015 Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out tin annual performance evil tuition of its own performance, the directors individually as well as the evaluation of die working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report Nomination & Remuneration Committee Policy:- The Board of Directors of your Company in the meeting constituted the Nomination and Remuneration Committee with the requisite terms of reference as required under Section 178 of the Companies and other applicable provisions thereof in place of existing Remuneration Committee. The said Committee framed, adopted and recommended the 'Nomination, Remuneration & Evaluation Policy". The Details of the Committee have been provided under Corporate Governance Report. Details pertaining to remuneration as re qui red under section 197(12) of the Companies Act. 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personal ) rules. 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 20 11-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Manager 131 Personnel (KMF) against tire performance of the Company are as under (Annexure IV) Fraud Reporting No eases of fraud have been reported to the Audit Committee / Board during the financial year under review. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: - Details provide in Annexure III CORPORATE GOVERNANCE Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholder s information and auditor's certificate on its compliance, forms a part of this Annual Report. INDUSTRIAL RELATIONS: Industrial Relations continue to remain cordial Management Discussion and Analysis Report: A detailed review of the operation, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report. AUDITORS; The present Statutory Auditors of the Company M/s S. P. JAIN & ASSOCIATES Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment,. The Company has received a letter from retiring Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Companies Act 2015, The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting, Secretarial Audit:- Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies( Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary to undertake the Secretarial Audit of the- Company. The Secretarial Audit Report is enclosed as Annexure V hereto APPRECIATION; The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation. For and on behalf of the Board of Director of, CHEMTECH INDUSTRIAL VALVES LIMITED Pradeep Shikharchand Badkur Din- 00036822 Chairman Place: Mumbai Date: 01st September/2015 |