DIRECTORS' REPORT To The Members, Your Directors take pleasure in presenting the 31st Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2015, together with the Auditors' Report thereon. Dividend: Your Directors have pleasure in recommending a dividend of Rs.3/- per share for the financial year 2014-15. Operations: Operations of the Company's two divisions for the year under review were as follows: Lead Division: This year, the Lead division recorded sales of Rs.38,512 lakhs as against Rs.27,721 lakhs in the previous year. Windmills: The entire energy of around 25 lakhs units generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.84 lakhs as against Rs.97 lakhs in the previous year. Total: The combined turnover of the Company, thus, was Rs.38,596 lakhs for the year under review, as against Rs.27,818 lakhs for the previous year. The entire escrow amount of Rs.10 crores, and accrued interest, relating to the sale of Glass Lining Division to De Dietrich Process Systems India Private Limited has been received by your Company. This amount has been deployed towards working capital. Corporate Governance: Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report. Quality System: Your Company's certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid. Management Discussion and Analysis Report: A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the 'Management Discussion and Analysis Report' enclosed hereto that forms an integral part of this Report. Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014: A. Conservation of Energy: Your Company continues to explore all possible avenues to reduce energy consumption. Manual burners for all the melting furnaces in both units were replaced with automatic control burners at a total cost of Rs 10 lakhs, to reduce fuel consumption. Energy efficient lights were installed in a part of the Tirupathi plant at a cost of Rs 2 lakhs. B. Technology Absorption: No new technology has been obtained during the year, and the existing technology in use has been fully absorbed. C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned: Directors: Sri S. V. Narasimha Rao, Sri V. Ashok, Sri Satish Malladi, Sri Sridar Swamy and Sri Suketu Shah were appointed as Independent Directors of the Company for a period of 5 years, while Smt. Vuyyuru Rajeswari was appointed as a Director at the 30th Annual General Meeting of the Company held on 30th September, 2014. Sri V. Ramesh and Sri Sandeep Ramesh were reappointed as the Managing Director and Executive Director respectively for a period of 3 years with effect from 14th August, 2014. Key Managerial Personnel: Sri B. Seshagiri Rao, DGM Accounts, was designated as the Chief Financial Officer of the Company by the Board of Directors in its meeting held on 9th August, 2014. Number of meetings of the Board: Details of same are disclosed in the Corporate Governance Report. Declaration of Independence: This is to confirm that all the Independent Directors have affirmed their compliance with the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013. Risk Management Policy: The Board has adopted and is implementing a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company. Particulars of investments under Section 186 of the Companies Act, 2013: The company had made an investment of X 91.16 lakhs in equity shares of GLW Ltd in the financial year 2008-09. The company had also made a provision for diminution in the value of said investment for the entire amount by way of x45.58 lakhs each in the financial years 2012-13 and 2013-14. Deposits: No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year. Compostion of Audit Committee and Vigil Mechanism: Details of the same are disclosed in the Corporate Governance Report. Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014: Refer Annexure B Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014: Refer Annexure C Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014: Refer Annexure D Extract of Annual Return (Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014: Refer Annexure E Employees: No employee was in receipt of remuneration more than the limit prescribed under the Companies (Appointment and Remuneration) Rules, 2014. Directors' Responsibility Statement: Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had 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 and loss of the company for that period; (c) the Directors had 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 had prepared the annual accounts on a going concern basis; and (e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Industrial Relations: The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company. Acknowledgement: Your Directors thank the customers, vendors, investors, and Andhra Bank for their continued support during the year. For Board of Directors Sd/- V. Ramesh Chairman and Managing Director DIN: 00296642 Place : Hyderabad Date : 14-08-2015 |