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स्मिथ एंड फाउंड निदेशकों की रिपोर्ट, स्मिथ एंड फाउंड निर्देशकों द्वारा रिपोर्ट

स्मिथ एंड फाउंड

बीएसई: 513418  |  NSE: N.A  |  ISIN: INE728B01032  |  Castings & Forgings

खोजें स्मिथ एंड फाउंड कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors present the Twenty Fourth Annual Report together with
 the Audited Statements of Account for the financial year ended March
 31, 2015.
 
 1.  FINANCIAL RESULTS:
 
 During the year under review the Company has achieved the following
 financial results:                                   ( Rs. in Lakhs )
 
 Particulars                                     31.03.2015    31.03.2014
 
 Revenue from operations                           653.85        669.38
 
 Other Income                                        9.28         17.94
 
 Profit /(Loss) before Financial
 Charges, Depreciation, Taxation
 and Prior Period items                           (53.02)       (16.06)
 
 Less: Finance Costs                               88.11         63.95
 
 Profit /(Loss) before Depreciation,
 Taxation and Prior Period items                 (141.13)       (80.01)
 
 Less: Depreciation                                39.41         35.88
 
 Profit /(Loss) before Taxation
 and Prior Period items                         (180.54)       (115.89)
 
 Less: Taxation (Including Deferred Tax)           0.00          22.98
 
 Profit /(Loss) for the year                   (180.54)        (92.90)
 
 Less: Prior period items                          0.00           0.00
 
 Net Profit/(Loss) for the year                (180.54)        (92.90)
 
 Balance of Profit/(Loss) brought
 forward from last year                       (325.84)       (621.74)
 
 Less: Capital Reduction Account
 transferred                                     0.00          388.80
 
 Profit/(Loss) Carried forward to
 Balance sheet                               (506.38)         (325.84)
 
 2.  OVERVIEW OF COMPANY PERFORMANCE:
 
 During the year under review the sales of your Company has remained
 muted. However, loss has gone up from Rs. 92.90 Lakhs to Rs. 180.54
 Lakhs due to increase in finance costs and employee benefits expense.
 
 Though the Company was hopeful of wiping off its accumulated losses
 upon reduction of its Capital by 90% and amalgamation of erstwhile
 Smiths & Founders (India) Limited with the Company as envisaged in the
 Scheme of Rehabilitation submitted by the Company and approved by the
 Hon. Board for Industrial and Financial Reconstruction, the Scheme did
 not yield the desired result in view of drastic fall in sales and
 losses suffered by the amalgamating Company in the financial years
 2012-13 and 2013-14.
 
 The Company also had to bear the burden of additional depreciation
 amounting to Rs. 1.15 Crores being the carrying amount of assets whose
 written down value has been written off since the useful life is nil as
 at 01.04.2014 pursuant to the provisions of Companies Act, 2013, which
 has been charged to the accumulated losses of the Company.
 
 As a result of this, the Company''s accumulated losses has exceeded
 fifty percent of its net-worth at the end of the financial year.
 However, the board is of the view that as the accumulated losses for
 the financial year is Rs. 5.06 Crores, there is no erosion of 50% or
 more of its peak net worth and hence no reporting under the Sick
 Industrial Companies (Special Provisions) Act, 1985 is required. The
 Company is confident of earning a modest net profit in the current
 financial year.
 
 3.  DIVIDEND & RESERVES:
 
 In view of loss incurred by the Company, your Directors do not
 recommend any dividend for the financial year ended March 31, 2015.
 During the year under review no amount was transferred to General
 Reserve.
 
 4.  INCREASE IN PAID UP CAPITAL:
 
 Consequent to amalgamation of erstwhile Smiths & Founders (India)
 Limited with the Company, the Company has issued 97676525 equity shares
 of Rs. 1/- fully paid up in 2 tranches, ie. 48838265 shares on July 1,
 2014 and 48838260 shares on December 27, 2014 to the shareholders of
 erstwhile Smiths & Founders (India) Limited in the ratio of 5 equity
 shares of Rs. 1/- fully paid up of the Company for every 2 equity shares
 of Rs. 1/- held by them. The Paid Up Capital of the Company, as a result
 of this, has increased to Rs. 10,19,96,525/-.
 
 5.  EXTRACT OF ANNUAL RETURN:
 
 The details forming part of the extract of the Annual Return in form
 MGT-9, as required under Section 92 (3) of the Companies Act, 2013 and
 Rule 12(1) of the Companies (Management & Administration) Rules, 2014,
 is included in this Report as Annexure-A and forms an integral part of
 this Report.
 
 6.  NUMBER OF MEETINGS OF THE BOARD:
 
 During the Financial Year 2014-15, 6 (Six) meetings of the Board were
 held, details of which are given in the Corporate Governance Report.
 
 7.  BOARD EVALUATION:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has evaluated its performance taking
 into consideration of the various aspects of its functioning,
 composition of the Board and its Committees and performance of specific
 duties, obligations and governance. The performance evaluation of the
 Chairman and Non-Independent Directors was carried out by the
 Independent Directors through a meeting of Independent Directors.
 
 8.  FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
 
 The details of programmes for familiarisation of Independent Directors
 with the Company, their roles, rights, responsibilities in the Company,
 nature of the industry in which the Company operates, business model of
 the Company and related matters are put up on the website of the
 Company, www.smithsandfoundersindia.  com
 
 9.  DIRECTORS:
 
 During the year under review Mr. G. Ananda, who was a Independent
 Director on the board since 02.08.2008 resigned on November 14, 2014.
 The Board places on record its appreciation of his immense contribution
 to the Company during his long tenure. The Board appointed Mr.
 Sudhindra N. Kalghatgi on November 14, 2014 to fill the vacancy caused
 by the resignation of Mr. G. Ananda.
 
 Mr. V. Parthasarathy and Mr. Sudhindra N. Kalghatgi, Independent
 Directors have been appointed as such in the Annual General Meeting of
 the Company held on December 27, 2014. to give effect to the applicable
 provisions of Sections 149 and 152 of the Companies Act, 2013.
 
 The Independent Directors have given declaration that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 Mr. Umesh Shastry and Mr. Satish Shastry retire by rotation at the
 ensuing Annual General Meeting and are eligible for re-appointment. The
 Board recommends their re-appointment.
 
 10.  FIXED DEPOSITS:
 
 The Company has not accepted fixed deposits from the public and
 shareholders within the meaning of Section 73(1) of the Companies Act,
 2013 and Rules made there under, during the year under review.
 
 The Company has re-paid all outstanding deposits accepted before the
 commencement of the Companies Act, 2013, during the year under review.
 
 11.  DIRECTORS RESPONSIBILITY STATEMENT:
 
 As required under Section 134(3)(c) of the Companies Act, 2013, your
 Directors state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanations relating to
 material departures;
 
 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 March 31, 2015 and its loss for the year ended on
 that date;
 
 c) 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.
 
 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
 
 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.
 
 12.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
 
 During the year under review the Company has not given any loan,
 guarantee or made any investment covered under the provisions of
 Section 186 of the Companies Act, 2013.
 
 13. REMUNERATION AND NOMINATION POLICY:
 
 The Board of Directors have framed a policy which lays down a framework
 in relation to remuneration of Directors, Key Managerial Personnel and
 Senior Management of the Company. The policy also lays down criteria
 for selection and appointment of Board Members. The Policy is given in
 Annexure-B and forms an integral part of this report.
 
 14. RELATED PARTY TRANSACTIONS:
 
 During the year under review the Company has not entered into any
 contract or arrangement with related parties attracting the provisions
 of Section 188 of the Companies Act, 2013.
 
 However, during the current year the Company has entered into a
 transaction with a related party on arm''s length basis and in the
 ordinary course of business thereby not attracting the provisions of
 Section 188 of the Companies Act, 2013. The details are given in
 Annexure-C and forms an integral part of this report.
 
 All Related Party Transactions are placed before the Audit Committee
 and also to the Board for approval.
 
 The policy on Related Party Transactions as approved by the Board of
 Directors has been uploaded on the website of the Company,
 www.smithsandfoundersindia.  com
 
 15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
 
 As per Companies Act, 2013 read with Clause 49 of the Listing
 Agreement, the Board of Directors of the Company have constituted Vigil
 Mechanism / Whistle Blower Policy and adopted a policy which aims to
 provide a channel to the Directors and employees to report genuine
 concerns about unethical behaviour, actual or suspected fraud or
 violation of the Codes of Conduct or policy. The Company is committed
 to adhere to the highest standards of ethical, moral and legal conduct
 of business operations and in order to maintain these standards, the
 Company encourages its employees who have genuine concerns about
 suspected misconduct to come forward and express those concerns in
 writing through an e-mail or a letter to the Chairman of the Company or
 to the Compliance Officer or to the Chairman of the Audit Committee.
 The Whistle Blower Policy of the Company can be accessed on the
 Company''s website at www.smithsandfoundersindia.com
 
 16. RISK MANAGEMENT:
 
 The Company has in place Risk Management Policy according to which the
 Board of Directors of the Company and the Audit Committee periodically
 review and evaluate the risk management system of the Company so that
 the management controls the risks through properly defined network.
 
 17.  CORPORATE SOCIAL RESPONSIBILITY:
 
 No disclosures on Corporate Social Responsibility are required as
 provision under Section 135 of the Companies Act, 2013 and Rules made
 thereunder are not applicable to the Company.
 
 18.  CORPORATE GOVERNANCE:
 
 A Certificate from the Auditors of the Company regarding compliance of
 conditions of Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement is attached to this Report along with report on
 Corporate Governance.
 
 19.  MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Pursuant to Clause 49 of the Listing Agreement, Management Discussion
 and Analysis Report forms part of this Report.
 
 20.  SECRETARIAL AUDIT:
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the Rules made thereunder, the Company has appointed VB &
 Associates, Company Secretaries as the Secretarial Auditor of the
 Company.  The Secretarial Audit Report is annexed as Annexure-D and
 forms an integral part of this Report. The Secretarial Audit Report
 does not contain any qualification, reservation or adverse remark.
 
 21.  AUDITORS:
 
 The Company''s Auditors, M/s. B.N.Subramanya & Co., Chartered
 Accountants, were re-appointed as the Statutory Auditors of the Company
 to hold office from the conclusion of Twenty Third Annual General
 Meeting held on December 27, 2014 until the conclusion of the Twenty
 Seventh Annual General Meeting to be held in the year 2018 subject to
 ratification of their appointment by the Members at every Annual
 General Meeting held after the Annual General Meeting held on December
 27, 2014.
 
 As required under provisions of Section 139 of the Companies Act, 2013,
 the Company has received written consent from M/s. B.N.Subramanaya &
 Co. to their appointment and a Certificate to the effect that that
 their re-appointment, if made, would be in accordance with the
 Companies Act, 2013 and the Rules framed thereunder and that they
 satisfy the criteria provided in Section 141 of the Companies Act,
 2013.
 
 The Members are requested to ratify the appointment of the Statutory
 Auditors as foresaid.
 
 The Auditors'' Report does not contain any qualification, reservation or
 adverse remark on the financial statements for the year ended March 31,
 2015. The statements made by the Auditors in their Report are self-
 explanatory and do not call for any further comments.
 
 22.  SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
 OR TRIBUNALS:
 
 There are no significant and material orders passed by the
 Regulators/Courts/Tribunals that would impact the going concern status
 of the Company and its future operations.
 
 23.  INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
 
 The Company has an adequate internal control system commensurate with
 its size and nature of its business.
 
 24.  HEALTH, SAFETY AND ENVIRONMENT:
 
 The health and safety of the workforce is of paramount importance. The
 Company aims to provide a workplace that is free from any occupational
 hazards or illness.
 
 25.  SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
 REDRESSAL) ACT, 2013:
 
 During the year under review the Company has not received any complaint
 under the Sexual Harassment of Women at Workplace (Prevention,
 Prohibition & Redressal) Act, 2013.
 
 26.  STATUTORY INFORMATION:
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of
 the Companies Act,
 
 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
 given in Annexure-E, which forms part of this Report.
 
 There were no employees employed throughout the year who were in
 receipt of remuneration of Rs. 60 Lakhs per annum or more. There were
 no employees employed for part of the year who were in receipt of
 remuneration of Rs. 5 Lakhs per month or more. During the year under
 review the Company had 91 employees.
 
 The information required under Section 197(12) of the Companies Act,
 2013 read with Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 and forming part of the Directors'' Report for
 the year ended March 31, 2015 is given in Annexure-F to this Report.
 
 27. ACKNOWLEDGEMENTS:
 
 Your Directors thank the Members, Government Authorities, Banks,
 Customers and Vendors for their continued unstinted support to the
 Company.
 
                                        By the Order of the Board
 
 Place: Bangalore                              SURESH SHASTRY
 Date: 12.08.2015                        Chairman & Managing Director
 
 
 
स्रोत: रेलीगरे टेचनोवा

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