DIRECTORS'REPORT OPERATIONS : Your Directors present the 43 Annual Report of your Company comprising of the Audited Financial Statements for the year ended 31 March, 2015. OPERATIONS : Your Directors present the 43 Annual Report of your Company comprising of the Audited Financial Statements for the year ended 31 March, 2015. During the year under review, sales and other income of the Company were 11,580.39 lacs (previous year 11,265.55 lacs) profit before interest, depreciation and tax was 450.28 lacs (previous year Rs. 692.69 lacs) and the Net Profit was placed at 2.66 lacs (previous year 147.63 lacs). EXPANSION: There is a general slowing in the Indian economy which includes the Indian Automobile Industry also. Due to this slowdown, sales in the first quarter were not very encouraging. However since July there are indications of some improvement and your Directors are hopeful that the next 9 months will be far better. In spite of the slowdown, your Company has to continue with constant up gradation of its manufacturing and test facilities as that is the constant requirement of the customer. Your Directors are confident that with this up gradation the company will be in a better position to secure additional business, both, from existing as well as new customers. EXPORTS: Company's Exports during the year were better at Rs.1,606.41 lacs as compared to Rs. 1,442.77 lacs in the previous year. REMSONS (EUROPE), our Marketing set up in Europe continues to provide excellent Engineering & logistics Support to our overseas OEM customers. Mr. Geoffrey Hill, Director - Business Development and Mr. John Glover, Director - Engineering, being in the Automotive Cable and Gear Shift business since long are well versed with the overseas OEM Market and have been a good support to our export business. They continue and endeavor to seek additional business from existing and new customers. We are hopeful that during this year, we should be able to effect a further increase in our export business. Your Company endeavors its best to secure more and more export orders. DIVIDEND: In view of inadequate profit, your directors do not recommend any dividend for the year ended 31st March, 2015. SHARE CAPITALOF THE COMPANY: The paid up equity share capital of your Company as on 31st March 2015 is Rs. 5,71,33,570/- (Rupees Five Crore Seventy One Lakhs Thirty Three Thousand Five Hundred Seventy only) divided into 57,13,357 Equity shares of the face value of 110/- (Rupee Ten) each. PUBLIC DEPOSITS: During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013: The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements. INTERNAL FINANCIAL CONTROL: The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the standard in Internal Financial Control. SUBSIDIARYANDASSOCIATE COMPANIES: The Company did not have any Holding or Subsidiary Company during the financial year. The Company also does not have any associate or joint venture company. LISTING: The Equity shares of the Company continue to be listed at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the said stock exchanges for the financial year 2015-16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Chand Kejriwal, Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Board recommends her re-appointment. The Board of Directors of the Company, in its meeting held on 30th March 2015 re-appointed Mr. Sitaram B. Parwal and Mr. Ming Ching Tan as Independent Directors of the Company for a period up to 31st March, 2019. Members of the Company approved their appointments by way of Postal Ballot. the result of which were declared on 27th May 2015. The Company has received declaration 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 under Clause 49 of the Listing Agreement entered into with the Stock Exchanges where the shares of the Company are listed. As stipulated under Clause 49 (VIII)(E) of the Listing Agreement with BSE Limited and The National Stock Exchange Limited, brief resume of Mrs. Chand Kejriwal, Whole-time Director of the Company proposed to be re-appointed is given in the Annexure to the Notice convening 43rfAnnual General Meeting. MEETINGS OF THE BOARD: The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other Board business. Atentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors of the Company. The Meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met six times during the year, the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT: Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. 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 at the end of the financial year and of the profits of the Company for that period; c. the directors have 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 have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. 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. REMUNERATION POLICY: 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. The Remuneration Policy is stated in the Report on Corporate Governance. ANNUAL PERFORMANCE EVALUATION BY THE BOARD: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders' Relationship and Nomination and Remuneration Committees. The Board has evaluated the performances of each of executive, non-executive and Independent Directors considering the business of the Company and the expectations that the Board have from each of them. The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance. RISKSANDAREASOFCONCERN The Company has laid down a well defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. EXTRACT OFANNUAL RETURN: An extract of Annual Return in Form MGT 9 is appended to this Report asAnnexure I. PARTICULARS OF CONTRAC TS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013: All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in FormAOC-2 is not applicable. SECRETARIALAUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Company Secretaries, Mumbai is appended as Annexure II and forms part of this report. PARTICULARS OF REMUNERATION: During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO: Details regarding Conservation of energy, technology absorption, foreign exchange earnings and outgo is given as in Annexure IV. WHISTLE BLOWER POLICY/VIGILMECHANISM POLICY: The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee. INTERNALAUDIT: The Company has appointed M/s. M. K. Jain & Co, Chartered Accountants, as its Internal Auditors. The Internal Auditors have given their reports on quarterly basis to the Audit Committee. Based on the internal audit report, the management undertakes corrective action in respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company's operations in future. AUDIT COMMITTEE AND ITS COMPOSITION The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process. As on 31st March, 2015, theAudit Committee comprised of Mr. S B Parwal, Mr. Paresh N. Bhagat, Mr. S. K. Agarwal, and Mr. V. Harlalka. Mr. S B Parwal is the Chairman of Audit Committee of the Company. Mr. Sukhdeo Purohit, Company Secretary of the Company acts as Secretary of the Audit Committee. REPORT ON CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are annexed to this report: • Management Discussion and Analysis Report • Report on Corporate Governance • Auditors' Certificate regarding compliance of conditions of Corporate Governance COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows: 1. Audit Committee 2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the 'Report on Corporate Governance', forming part of this Annual Report AUDITORS: M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold such office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. M/s. G. P. Agrawal & Co, Chartered Accountants, New Delhi, Branch Auditors of the Company also hold such office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they satisfy the criteria as provided under Section 141 of the Act. Your Directors recommend re-appointments of M/s. Kanu Doshi Associates, Chartered Accountants, Mumbai as Statutory Auditors of the Company to audit financial statements for the financial year 2015-16 and M/s. G. P. Agrawal & Co, Chartered Accountants, New Delhi as Branch Auditors for Gurgaon Unit of the Company, both to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of next Annual General Meeting of the Company. INFORMATION UNDER THE SEXUAL HARRASSMENT 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. There was no case of sexual harassment reported during the year under review. ACKNOWLEDGEMENT: The Board of Directors express its appreciation and gratitude to the Bankers, Customers Suppliers, employees and above all the Shareholders of the Company for their valuable support and co-operation at all the times. For and on behalf of the Board of Directors V Harlalka Chairman Date: 8th August, 2015 Place : Mumbai |