DIRECTORS REPORT To, The Members, DECCAN BEARINGS LIMITED Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015 OPERATIONAL REVIEW: Gross revenues has decreased to Rs. 3,52,83,068, against Rs. 4,38,37,513 in the previous year. The Company has for the year ended 31st March, 2015, made a net loss of Rs 19,62,271 (Previous year Rs. 79131) after providing for taxation. DIVIDEND With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for its equity shareholders. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not taken / given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, A. Conservation Of Energy: Not applicable B. Research & Development (R & D): 1. Special areas in which R&D carried out by the company: R&D activity covers application development of new sizes specifically developed for customer requirements. 2. Benefits Derived As A Result Of The Above R&D: Enlargement of product range and contribution to import substitution program of customers. 3. Future plan of action: To cover more users/industries under the fold of application developed program. 4. Expenses on R & D: The expenses on development activity being a part of the overall operation are not separately accounted for. C. Technology absorption, adaptation and innovation: During the year on-going product up gradation in terms of quality and productivity was maintained using in-house technology. No imported technology was absorbed and the Company's products continue to enjoy international acceptance. EMPLOYEES RELATIONS: During the year under review, your Company enjoyed cordial relationship with employees at all levels. DIRECTORS: A. Declaration by an Independent Director(s) and 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. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. B. Appointment: During the year 2014-2015, Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as an Additional Director on the Board of the Company. {Ms. Kavita S. Pawar resigned from the Directorship of the Company w.e.f05/06/2015} C. Cessation: None of the Directors have ceased from their office during the year 2014 -15. D. Retirement by rotation: In terms of the provisions of the Companies Act, 2013, Abhay Vipin Kothari (DIN: 00110960) retires by rotation at this Annual General Meeting, and being eligible, offer himself for re-appointment. None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013. Brief details of Directors proposed to be appointed/re-appointed as required under clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report. FORMAL ANNUAL EVALUATION: In terms of the provisions of the Act, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC). MEETINGS OF THE BOARD: Seven Meetings of the Board of Directors of the Company were held during the year. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: In the preparation of the annual accounts, the applicable accounting standards have been followed. 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. 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. The Directors have prepared the annual accounts on a going concern basis. 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. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. SUBSIDIARY COMPANIES: The Company does not have any subsidiary. SHARE CAPITAL: During the year 2014-2015 the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. AUDIT COMMITTEE The Committee met 4 times during the year under review. NOMINATION AND REMUNERATION COMMITTEE: In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Remuneration Committee' has been re-designated as the 'Nomination and Remuneration Committee' with amended scope of powers as mandated by the Act The Nomination and Remuneration Committee met 4 times The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act. STAKEHOLDERS RELATIONSHIP COMMITTEE In accordance with the provisions of Section 178 of the Companies Act, 2013 (the Act), the 'Shareholders Grievance Committee' has been re-designated as the 'Stakeholders Relationship Committee' with amended scope of powers as mandated by the Act. B) The Company do not have any Holding or Subsidiary Company and None of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT: The observation made in the Auditors' Report read together with relevant notes thereon is self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied with the fullest extent. AUDITORS: At the Annual General Meeting, the Member will be requested to ratify the Re-Appointment of M/s. D.V.Vora & CO. (Firm Registration No.lll624W) Chartered Accountants, Auditors of the Company and authorize the Board of Directors to fix their Remuneration. The Report of the statutory Auditors along with the notes to schedule is enclosed to this report and does not contain any qualification, reservation or adverse remark or disclaimer. SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed S.G. and Associates, a firm of company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A" EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". BUSINESS RISK MANAGEMENT: The company has framed a risk management policy and the same is available on the website of the Company. The Company believes that risk should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to allow to manage risks effectively and efficiently, enabling both short term and long term strategic and business objectives to be met. COST AUDIT: As per the Rules made by central government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of company's business. PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance. MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Management Discussion Analysis Report forms an integral part of this Annual Report ACKNOWLEDGEMENTS: Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. By Order of the Board of Directors Sd/-Kiran Vora Managing Director DIN: 00108607 Place: Mumbai Date: 31s' July, 2015 |