TO THE MEMBERS
Your Directors present the 57th Annual Report together with the Audited accounts for the year ended March 31, 2015.
(Rs. in Lacs)
|FINANCIAL RESULTS:||Year ended||Year ended|
|Gross Operational Income||9,895.73||10,187.09|
|Less: Excise Duty / Service Tax||498.91||515.43|
|Net Operational Income||9,396.82||9,671.66|
|Gross Profit / (Loss)||(444.88)||(477.50)|
|Less : Depreciation||146.98||228.67|
|Profit / (Loss) before tax||(591.86)||(706.17)|
|Less : Provision for Taxation - Deferred||(178.87)||(213.30)|
|- For Earlier Years||(55.73)||(0.33)|
|Profit / (Loss) after taxes||(357.26)||(492.54)|
|Add: Surplus of previous year||22.40||125.17|
|Add: Transferred from General Reserve||||425.00|
|Surplus /Deficit available for appropriation||(334.86)||57.63|
|Tax on Dividend||||5.12|
|Surplus Carried to Balance Sheet||(334.86)||22.40|
Turnover of the company during the year 2014-15 was Rs. 9,396.82 lacs compared to Rs. 9,671.66 lacs in the year 2013-14. The Companys performance was adversely affected due to low demand from the infrastructure and capital goods sector, non allotment of funds to Zonal Railways, reduction of the overall tender size of the rolling stock as well as more emphasis by Railways for manufacture of 3 Phase Locomotives for which as on today Company is having limited products to supply.
To overcome the situation, Company is concentrating on upgradation of existing products as well as development of new products for Railways and also for other applications. During the year 2014-15, Company has commissioned 3 Phase Transformers and 3 x 130 KVA Converter at Chittaranjan Locomotive Works (CLW) for which Company expects improved business in the current year. Company has also signed an agreement for manufacture of IGBT based Converter required by Indian Railway for 3 Phase Locomotives. Company has upgraded controllers required for Electrostatic Precipitator (ESP). Company has also developed various products required for Industrial applications as mentioned in the Annexure to the Directors Report under the heading
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION.
The Company is focusing on the export market and has achieved a major breakthrough. During the year Company has received export orders worth Rs. 650 lacs against average export turnover of Rs. 100 lacs achieved in last 5 years. As part of the strategy, Company has decided to acquire 50% stake in M/s.Gauranga Soft-Tech Private Limited and M/s. Gauranga Systems Private Limited respectively. Both of these will help in developing various software as well as hardware required by the Company. The cost of the existing products as well as under development products will be lower because of the tie up with Gauranga.
There are some positive signs of improvement in the general economy and Company expects the turnaround in the infrastructure and capital goods sector. It expects the Railways to allot a fair amount for the rolling stock. With the various steps being taken, the Company expects higher turnover and performance at the end of this current financial year.
In view of the current performance, the Board of Directors of the Company do not recommended any Dividend.
INVESTMENT IN GAURANGA GROUP
Your Company has decided to acquire 50% stake in each of the following companies i.e. M/s. Gauranga Soft-Tech Private Limited, a company with skill sets in embedded systems development, software development & latest mobile based developments and M/s. Gauranga Systems Private Limited, a company specializing in manufacturing & related coordination, OEM support, field implementation etc at a total consideration of Rs. 1 crore (Rupees One crore). Both these companies will help in developing various software and hardware needed by the Company for its business purpose. The cost of the products to be manufactured by the Company will be reduced and eventually it will reinforce, enhance and strengthen the bottom line of the Company.
The paid up Equity Share Capital as on March 31, 2015 was Rs. 3,01,15,860. During the year under review, the Company has not issued any shares with or without differential voting rights nor has granted any stock options or sweat equity.
During the year under consideration, the Company has not accepted any deposits. There were no unpaid or unclaimed deposits as on 31st March, 2015 neither there are any defaults in repayment of deposits or payment of interest thereon.
BOARD OF DIRECTORS
As per the Provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Shri Bharat Swaroop, Director of the Company retires by rotation and being eligible, offers himself for re-appointment. Shri Niraj Bajaj resigned as Director of the Company with effect from January 23, 2015. He has resigned in order to meet the requirements under the Act relating to the number of Directorships that an individual can hold. The Board of Directors placed on record their sincere appreciation for the efforts & contribution of Shri Niraj Bajaj during his tenure as a Director of the Company.
Shri D.R. Mehta was an Independent Director of the Company from 29th May 1992 till 11th January 2015 and was also a member of various committees of the Company. Unfortunately he expired on 11th January 2015. The Board has placed on record a deep sense of appreciation for the efforts and contribution rendered by him to the Company. The Board also placed on record its sincere condolence to the family members of Shri D.R. Mehta.
The term of officeof Smt. Uma S. Nevatia as Executive Vice Chairperson, of the Company, has expired on 31st March, 2015. The Board of Directors of the Company on the recommendation of the Nomination & Remuneration Committee have re-appointed Smt. Uma S. Nevatia as Executive Vice Chairperson on the existing terms & conditions for a period of three years w.e.f. 1st April, 2015. Appropriate resolution for the approval of the members has been proposed in the notice for the ensuing Annual General Meeting.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
KEY MANAGERIAL PERSONNEL
Shri S. K. Nevatia, Chairman & Managing Director of the Company was appointed as the Key Managerial Personnel with effect from 1st April, 2014.
Shri A.K. Nemani, Chief Financial Officer of the Company was appointed as the Key Managerial Personnel with effect from 28th May, 2014.
Shri Alen Ferns, Company Secretary & Compliance Officer of the Company was appointed as the Key Managerial Personnel with effect from 2nd February, 2015.
During the year under review the Board of Directors met 5 times i.e. on 28.05.2014, 14.08.2014, 07.11.2014, 12.02.2015 and 19.03.2015. The details of the Board Meetings are given in the Corporate Governance Report which forms a part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(C) of the Companies Act, 2013, the Directors confirm that:
a) In the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees.
The performance evaluation of the Chairman & Managing Director and the Non-Independent Directors was carried out by the Independent Directors in their separately held meeting on 19.03.2015. The Directors have expressed their satisfaction with the evaluation process.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Companies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the financial year 2014-2015, the Company has not given any loans, guarantees or made any investments as per the provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
There were no Material Related Party Transactions as per the provisions of Listing Agreement and Section 188 of the Companies Act, 2013. All the related party transactions are approved by the Board as well as by the Audit Committee. The necessary disclosures regarding the transactions entered into with the related parties are given in the Notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Companys website.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy as per the relevant provisions of the Listing Agreement and Section 177 of the Companies Act, 2013. The details are given in the Corporate Governance Report which forms a part of this Annual Report. The Vigil Mechanism / Whistle Blower Policy is uploaded on the website of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not have a networth of Rs. 500 crore or turnover of Rs. 1000 crore or net profit ofRs. 5 crore and accordingly the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
An Audit Committee of the Board has been constituted in terms of the relevant provisions of the Listing Agreement and Section 177 of the Companies Act, 2013. Constitution and other details of the Audit Committee are given in the Corporate Governance Report which is a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors have renamed the existing "Remuneration Committee" as "Nomination and Remuneration Committee" in order to align it with the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement. Constitution and other details of the "Nomination and Remuneration Committee" are given in the Corporate Governance Report which forms part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Company has formulated a "Nomination and Remuneration policy" which is in compliance with the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. This policy lays down a framework in respect to appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors etc. This policy is applicable to Directors, Key Managerial Personnel and Senior Management.
The Company has formed a Risk Management Committee as per revised clause 49 of the listing agreement. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under clause 49 of the Listing Agreement, Management Discussion and Analysis Report forms part of this Annual Report.
In the last Annual General Meeting, M/s. Khandwala & Shah, Chartered Accountants, were appointed as Statutory
Auditors of the Company to hold office from the conclusion of the 56th Annual General Meeting till the conclusion of the 59th Annual General Meeting, subject to ratification of the appointment by the members at every Annual General
M/s. Khandwala & Shah are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 139 of the Companies Act, 2013 for appointment as auditors of the Company. The Board of Directors hence recommend for ratification of their appointment.
The members are requested to consider, approve and ratify their re-appointment.
M/s. Daga & Chaturmutha, Chartered Accountants, Branch Auditors of the Company for Nashik Plant and M/s. Yogesh N. Shah & Co., Chartered Accountants, Branch Auditors of the Company for Dehradun Plants are retiring at the ensuing Annual General Meeting and being eligible for re-appointment have expressed their willingness to act as Branch Auditors of the Company.
The Members are requested to authorise the Board of Directors to appoint Branch Auditors of the Company and fix their remuneration.
The observations of the auditors contained in their Report are self explanatory and therefore, do not call for any further comments. The Audit Report does not contain any qualifications and adverse remark
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system corresponding to its size and operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year under consideration, no reportable material weakness in the design or operation was observed.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.
CODE OF CONDUCT
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.
The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.
The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE835D01023.
Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.
PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of remuneration exceeding the limits specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required pursuant to Section 197 (12) under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. These documents will be made available to any member upon request and will be open for inspection at the registered office of the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, there were no complaints reported to the Board.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financialposition of the Company which have occurred between 31st March, 2015 and 27th May, 2015, being the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.
EXTRACT OF ANNUAL RETURN
As required under section 134 (3) of the Companies Act, 2013, the extract of the Annual Return prescribed in form MGT 9 is annexed herewith as Annexure "I" to this report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure "II".
The Secretarial Audit Report does not contain any qualifications and adverse remark
PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information pursuant to section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure "III" to this report.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION
The Company has taken all the necessary steps for safety, environmental control and protection at the plant.
The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers, distributors and all the technology partners for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.
|Registered Office:||For and on behalf of the Board of Directors|
|Lake Road, Bhandup (W),||For Hind Rectifiers Limited|
|Mumbai 400 078.||S. K. Nevatia|
|Place: Mumbai||Chairman & Managing Director|
|Dated: 27th May, 2015|
ANNEXURE "I" TO THE DIRECTORS REPORT
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March,
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I REGISTRATION AND OTHER DETAILS
|ii) Registration Date||25.04.1958|
|iii) Name of the Company||HIND RECTIFIERS LIMITED|
|iv) Category / Sub-Category of the Company||Company Limited by Shares|
|v) Address of the Registered office and contact details Lake Road, Bhandup (W), Mumbai-400078,|
|Tel:- +91 22 2569 6789|
|vi) Whether listed company||Yes|
|vii) Name, Address and Contact details of Registrar and Transfer Agent, if any||M/s. ADROIT CORPORATE SERVICES|
|PVT.LTD.19, Jafarbhoy Industrial Estate,|
|1st Floor, Makwana Road, Marol Naka,|
|Andheri (East), Mumbai - 400 059.|
|Tel No.: +91 22 2859 4060/ 2859 6060|
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
|Sr. No.||Name and Description of main products / services||NIC Code of the product / service||% to total turnover of the company|
|1||High Voltage & High Current Rectifiers, Inverters, Converters, etc.||279-Manufacture of other electrical equipment||84.40%|
III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
|Sr. No||Name and Address of the Company||CIN/GLN||Holding / Subsidiary / Associate||% of shares held||Applicable Section|
IV. SHARE HOLDING PATTERN (Equity Share capital breakup as % of Total Equity) (i) Category-wise Share Holding
|Sr. no.||Category of Shareholders||No. of Shares held at the beginning of the year (As on 1st April, 2014)||No. of Shares held at the end of the year (As on 31st March, 2015)|
|Demat||Physical||Total||% of total Shares||Demat||Physical||Total||% of total Shares||% Change during the year|
|(a)||Individuals / HUF||0||0||0||0.00||0||0||0||0.00||0.00|
|(e)||Banks / Financial Institutions||0||0||0||0.00||0||0||0||0.00||0.00|
|i Directors Relatives||3329330||0||3329330||22.11||3343080||0||3343080||22.20||0.09|
|Sub Total (A)(1)||6705657||0||6705657||44.53||6699407||0||6699407||44.49||-0.04|
|(a)||Individuals (NRI / Foreign Individuals)||0||0||0||0.00||0||0||0||0.00||0.00|
India Infoline Research
S K Nevatia , Chairman & Managing Director
Uma S Nevatia , Executive Vice Chairperson
Bharat Swaroop , Director
Pawan Kumar Golyan , Director
Company Head Office / Quarters:
Adroit Corp. Services Pvt Ltd