TO
THE MEMBERS
The Members,
Kamper Concast Limited
Your Directors have pleasure in presenting their Annual Report together with the
Audited Accounts of the Company for the Year ended March 31, 2015. The working results of
the company are set out hereunder:-
1. FINANCIAL RESULTS:
| Description |
For the year ended on 31.03.2015 |
For the year ended on 31.03.2014 |
|
(Rs.) |
(Rs.) |
| Profit & Loss Before Tax Adjustments |
(6,60,36,897.73) |
(5,30,31,967.08) |
| Add / (Less): Tax Adjustments |
- |
- |
| Profit & Loss After Tax Adjustments |
(6,60,36,897.73) |
(5,30,31,967.08) |
2. PERFORMANCE:-
The company has earned a net loss of Rs. 6,60,36,897.73 as against as loss of Rs.
5,30,31,967.08 in the previous financial year.
3. STAFF OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK
The company is engaged in the business of manufacturing of Mild Steels Ingot and the
Board . informs to the members that there has been no change in the nature of business of
the Company during the financial year. Detail information on operation is provided in the
Management Discussion and Analysis Report.
4. DIVIDEND
In view of future need & expansion of business the directors have not recommended
any dividend for the year under review.
5. SHARE CAPITAL
During the Financial Year 2014-15, no new shares has been issued or allotted out of the
authorized capital of the company, hence no change in the share capital of the Company.
6. EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT-9 for the financial year 2014-15 has been
enclosed with this report.
7. NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15, 12 (twelve) meetings of the Board of Directors of
the company were held on 29th April 2014, 28th July 2014, 30th July 2014, 21st August
2014, 4th September 2014, 30th September 2014, 13th October 2014, 27th October 2014, 2nd
December 2014, 6th January 2015, 30th January 2015 and 24th March 2015
8. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT UNDER SECTION 186
The Company has given corporate guarantee for cash credit loans taken by City Rolling
Mills Pvt. Ltd., a related party, for Rs. 1000.00 Lac from Bank of Baroda.
9. EXPLANATION TO AUDITOR’S REMARK
There are no adverse remarks; qualifications and disclaimer made by Singhania Agrawal
& Co., Statutory Auditors, in their report and the Practicing Company Secretary in
their respective reports are furnished as Annexure and form part of this report.
10. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT ACT. 2014)
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company during the year under review.
11. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO.
As required by Section 134 (3) (m) of the Companies Act, 2013 read with Companies
(accounts) Rules, 2014. A statement regarding particulars of conservation of energy is
presented as under:-
A. CONSERVATION OF ENERGY:
FORM-A
| Power & Fuel Consumption |
2014-15 |
2013-14 |
| Unit(KWH) |
32211400 |
32858600 |
| Total Amount |
146147554 |
154318225 |
| Average Rate per unit |
4.54 |
4.70 |
| Production |
16147.810 |
16910.275 |
| Unit consumed / MT of production |
1994.78 |
1943.11 |
Consumption per Ton of Production
The company’s products comprise a wide range of semi finished mild steels ingot.
The product mix varies each year and the production process involves several operations in
different divisions. It is therefore not feasible to apportion the cost consumption per
unit of production.
B. TECHNOLOGY ABSORPTION:
The Company is committed to ‘Technological Innovation.
C. FOREIGN EXCHANGE EARNING AND OUTGO
The company has exposure to foreign earnings.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The company has not involved in any related party transactions during the financial
year.
13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Board declares that there has been no material change and no event has occurred
during the balance sheet date and the date of signing this report which could affect the
financial position or the solvency of the company.
14. RISK MANAGEMENT POLICY
The company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
15. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operation in future.
16. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL ACT, 20131
The company is committed to provide a safe and conducive work environment to its
employees. During the year under review, no case of sexual harassment was reported.
17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2014-15 following changes took place in the composition of
Board of . Directors:
• Sri Rajesh Kumar Goyel, Director of the company retire by rotation at the annual
general meeting and being eligible, offers himself for appointment.
• Smt. Kusum Gupta has been appointed as Woman Director on March 24, 2015 at the
meeting of Board of Directors.
18. ADVOCACY OF INTERNAL FINANCIAL CONTROL
The Company’s internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. These are routinely tested and
certified by Statutory as well as Internal Auditors. Significant audit observations and
follow up actions thereon are reported to the Audit Committee.
19. DEPOSITS
The Company has not accepted any amount as deposits during financial year 2014-15 and
as such no amount is due on account of principal or interest as on the balance sheet date.
20. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
21. SECRETARIAL AUDIT REPORT
Secretarial Audit Report in prescribed format MR-3 given by a practicing company
secretary for the financial year 2014-15 has been enclosed with this report.
22. BOARD COMMITTEES Audit Committee
I. Term of Reference
The Audit committee if the company was constituted after being mandated with the same
terms of reference specified in Clause 49 of the Listing Agreement with the stock
exchanges as well as those stipulated by the SEBI guidelines.
II. Composition
The audit committee comprises 3 Directors namely Mr. Narwada Prasad Singh, Mr.
Purushottam Kumar Gupta and Mr. Vinod Kumar Keshri.
III. Attendance
Four meetings were held during the year and were attended by all the members of the
committee.
Nomination & Remuneration Committee
I. Term of Reference
The Nomination and Remuneration committee of the company was constituted after being
mandated with the same terms of reference specified in Clause 49 of the Listing Agreement
with the stock exchanges as well as those specified by the SEBI guidelines.
II. Composition
The Nomination and Remuneration committee comprises of 3 Directors namely Mr. Narwada
Prasad Singh, Mr. Purushottam Kumar Gupta and Mr. Vinod Kumar Keshri.
III. Attendance
Two meeting were held during the year and were attended by all the members of the
committee.
Separate note on Nomination and Remuneration Committee policy has been enclosed with
this Report.
23. FORMAL ANNUAL EVALUATION
The evaluation framework for assessing performance of directors comprises of following
key areas:
• Attendance of Board Meetings and Board Committee Meetings
• Input regarding growth of company and its performance.
• Commitment to shareholders and other stakeholder’s interest.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his/her evaluation.
24. VIGIL MECHANISM
The vigil mechanism of the company which also incorporates whistle blower policy. The
whistle blower policy encourages Directors and employees to bring to the Company’s
attention, instances of unethical behavior, and actual or suspected incidents of fraud or
violation of the Code of Conduct that could adversely impact the company’s
operations, business performance and / or reputation. The Company investigates such
incidents, when reported, in an impartial manner and takes appropriate action to ensure
that the requisite standards of professional and ethical conduct are always upheld. It is
the Company’s policy to ensure that no employee is victimized or harassed for
bringing such incidents to the attention of the Company. The practice of the Whistleblower
Policy is overseen by the Audit Committee of the Board.
25. CORPORATE GOVERNANACE CERTIFICATE
Corporate Governance Certificate given by the auditors regarding compliance with clause
49 of the Listing Agreement has been enclosed with this report.
Declaration by the Managing Director that the Board Members and Senior Management
Personnel have complied with the Code of Conduct has been enclosed with this report.
26. MANAGERIAL REMUNERATION
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are attached with this report.
27. STATUTORY AUDITORS
M/s Singhania Agrawal & Co. Chartered Accountants were appointed as Statutory
Auditors for a period of 5 years in the Annual General Meeting held on 30/09/2014. Their
continuance of , appointment is to be ratified in the ensuing Annual General Meeting.
28. SECRETARIAL AUDITORS
The Board of Directors of the Company has appointed B. Kumar & associates, Company
secretaries on 25.03.2015 to carry secretarial audit of the company for the financial year
2014-15.
The secretarial Audit Report is attached with this report.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Separate note on management discussion and analysis has been enclosed with this report.
30. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board confirms that:
a. In the preparation of the annual accounts the applicable accounting standards have
been followed along with proper explanation relating to material departure.
b. Appropriate accounting policies have been selected and applied consistently and the
Board has made judgments and estimates that are reasonable, prudent and in the best
interest of the company’s business so as to give true and fair view of the state of
affairs of the company for the year ended on that date.
c. The director have taken proper and sufficient care for the maintenance of adequate
accounting record in accordance with the provision of the companies Act, 1956 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 had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
f. The directors had laid down internal financial control to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
31. ACKNOWLEDGEMENT
Your directors take this opportunity to offer their sincere thanks to the various
departments of the Central & State Govt., Banks, customers & suppliers for their
continued valuable assistance & support. Your directors also wish to place on record
their appreciation for the dedicated efforts by officers, staff and workers of the company
at all levels.
For and on behaliyqf Board.of Directors
| Place: Patna |
Purushottam Kumar Gupta] |
| Date: 21st August 2015 |
Chairman |
NOMINATION AND REMUNERATION POLICY
INTRODUCTION
The Company considers human resources as its invaluable assets. This policy on
nomination and remuneration of Directors, Key Managerial Personnel (KMP) and other
employees has been formulated in terms of the provision of the Companies Act, 2013 and the
listing agreement in order to pay equitable remuneration to the Directors, KMPs and
Employees of the Company.
CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the "Nomination and Remuneration Committee" of the
Board on 28.07.2014 under the Companies Act, 2013. The Board has authority to reconstitute
this committee from time to time.
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR. KMPS AND SENIOR MANAGEMENT
The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or senior management level and
recommend to the Board his/her appointment.
A person to be appointed as Director, KMP or senior management level should possess
adequate qualification, expertise and experience for the position he/she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient/ satisfactory for the concerned position.
Term/Tenure
• Managing Director/Whole time Director
The Company shall appoint or re-appoint any person as its Managing Director and CEO or
Whole-time Director for a term not exceeding five years at a time.
• Independent Director
An Independent Director shall hold office for a term up to five consecutive years on
the Board of the Company and will be eligible for re-appointment on passing of a special
resolution by the Company and disclosure of such appointment in the Board’s report.
Removal
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules
made thereunder or under any other applicable Act, rules and regulations, the Committee
may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP
subject to the provisions and compliance of the said Act, rules and regulations.
Retirement
The Whole-time Directors, KMP and senior management personnel shall retire as per the
applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.
POLICY RELATING TO REMUNERATION FOR DIRECTORS, KMPs AND OTHER EMPLOYEES
1. The remuneration / compensation / commission etc. to Directors, KMPs and Other
Employees will be determined by the committee and recommended to the Board for approval.
2. The remuneration payable to Non-Executive Director is based on the remuneration
structure as determined by the Board, and is revised from time to time, depending on
individual contribution, the Company’s performance, and the provisions of the
Companies Act, 2013 and the rules made there under.
3. The remuneration and commission to be paid to the Managing Director shall be in
accordance with the provisions of the Companies Act, 2013, and the rules made thereunder.
Increments to the existing remuneration/ compensation structure may be recommended by the
Committee to the Board which should be within the limits approved by the Shareholders in
the case of Managing Director.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 1971121 OF THE COMPANIES
ACT, 2013 READ WITH RULES 5m OF THE COMPANIES f APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Name of Directors |
Remuneration of Director for financial year 2014-15 (Rs.) |
% increase in remuneration in the financial year 201415. |
Ratio of remuneration of each director to median remuneration of
employees. |
| Purusottam Kumar Gupta |
9,00,000 |
Nil |
14.42 : 1 |
| Vinod Kumar Keshri |
99,000 |
20.65% |
1.60: 1 |
| Rajesh Kumar Goyal |
67,500 |
(-) 18.47% |
1.08 : 1 |
The median remuneration of employees of the company during the financial year was Rs.
5200 and during the financial year 2013-14 was Rs. 4900.
ii. There were 19 permanent employees (excluding directors) on the rolls of the Company
as onMarch 31, 2015.
iii. In the financial year there was increase of 6.12.% in the median remuneration of
employees.
iv. Relationship between average increase in remuneration and company performance- The
loss for the financial year ended March 31, 2015 increased by 24.52% whereas the increase
in median remuneration was 6.12%.
v. Average percentage increase/decrease in the salaries of employees other than the
managerial personnel in the financial year 2014-15 was 11.64% whereas managerial
remuneration remains same.
vi. There were no variable components in remuneration availed by directors.
vii. The ratio of the remuneration of the highest paid director to that of the
employees who are not directors in excess of the highest paid director during the year is
13.42 : 1.
viii. It is hereby affirmed that the remuneration paid is as per the Remuneration
Policy for Directors, Key Managerial Personnel and other Employees.
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