To
The Members,
Your Directors take pleasure in presenting the 28 thAnnual Report of the Company on the
business and operations of the Company along with the Audited Balance Sheet and Statement
of Profit & Loss Accounts for the year ended 31st March, 2015.
1. FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31, 2015 is
summarized below:
|
|
( Rs. in Lakhs) |
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
| SALES |
2014-2015 |
2013-2014 |
2014-2015 |
2013-2014 |
| Export Sales |
1322.75 |
2,187.83 |
1348.16 |
2,184.54 |
| Domestic Sales |
431.79 |
627.62 |
936.15 |
1,163.90 |
| Total |
1,754.54 |
2,815.45 |
2,284.31 |
3348.44 |
| Other Income |
76.58 |
79.35 |
61.49 |
69.17 |
| Profit before Interest, |
-374.64 |
465.12 |
-136.29 |
266.43 |
| Depreciation and Tax |
|
|
|
|
| Interest & Financial Charges |
88.20 |
60.62 |
88.20 |
60.62 |
| Depreciation & other Write-Offs |
136.89 |
129.25 |
251.32 |
196.22 |
| Net profit/(Loss) for the year |
-599.72 |
275.03 |
-475.81 |
9.59 |
| Provision for Taxes |
4.67 |
100.22 |
7.62 |
123.25 |
| Profit /(Loss) after Tax |
-604.39 |
174.81 |
-483.43 |
-113.66 |
2. FINANCIAL CONDITION AND REVIEW OF OPERATIONS:
Management Discussion and Analysis of Financial Condition and Results of Operations of
the Company for the year under review, as stipulated in Clause 49 of the Listing Agreement
with the Stock Exchanges, is given as a separate statement in the Annual Report
(Annexure – I)
The Board of Directors and Management reviewed the progress of company at regular
intervals, as required.
3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
Techtran Ophthalmics Private Limited, Techtran Optics Pvt. Ltd and Techtran Lenses Inc
are the subsidiary of your company and pursuant to Accounting Standard, AS-21 of the
Institute of Chartered Accountants of India, the enclosed Consolidated Financial
Statements include the financial information (relating) to the subsidiaries.
The annual accounts of the Subsidiary and the related detailed information shall be
made available to members seeking such information at any point of time. The annual
accounts of the Subsidiaries shall also be kept for inspection by any of the members at
the administrative and registered office of the company.
The statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures are annexed hereto in form AOC- 1 and
forms part of the Report (Annexure-VI).
During the period under review no company has ceased to be subsidiaries/ Joint Ventures
or associate Companies of our Company and no other new Companies have became subsidiaries
/joint ventures or Associates of to our company
4. FIXED DEPOSITS:
Your Company has not accepted any fixed deposits covered by the provisions of Section
73 of the Companies Act, 2013 and the Rules framed there under and as such no principal or
interest was outstanding as on the date of the Balance Sheet.
5. DIVIDENDS:
With a view to retain the internal accruals for operations and business activities of
the Company, the Board of Directors decided not to recommend dividend for the year ended
march 31, 2015.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
7. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The philosophy we have with regard to internal control systems and their adequacy has
been formulation of effective systems and their strict implementation to ensure that
assets and interests of the Company are safeguarded; checks and balances are in place to
determine the accuracy and reliability of accounting data. The Company has a well defined
organization structure with clear functional authority, limits for approval of all
transactions. The Company has a strong reporting system, which evaluates and forewarns the
management on issues related to compliance. Company updates its internal control system
from time to time, enabling it to monitor employee adherence to internal procedures and
external regulatory guidelines.
8. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr.
Jayaram Chigurupati retires by rotation and being eligible, has offered himself for
re-appointment.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
DURING THE YEAR:
Sri. Hemang Harish Raja has resigned from the Board of the Company during the period
under review. The Board places on record its gratitude for the services rendered by Mr.
Hemang Harish Raja during his tenure as member of the Board.
Dr. Uma Devi Komath was inducted as an additional director with effect from 13th
February, 2015 and holds office upto ensuing annual general meeting of the Company. The
Company has received notice from a member pursuant to Section 160 of the Companies Act,
2013, signifying the intention to propose the candidature of Dr. Uma Devi Komath for the
office of director.
Sri. Jagan Mohan Vedantham was inducted as an additional director with effect from 21
stApril, 2015.
Sri Devendra Patil has resigned as the Chief Executive Officer of the Company with
effect
from 31st July 2014 and Sri. Hariharan CK was appointed as Manager of the Company with
effect from 25 thMarch 2015.
Sri Jampala Muralidhar was appointed as Chief Financial Officer with effect from 13th
February 2015.
Sri. Satish Choudhury has resigned as the Company Secretary of the Company with effect
from 07th August 2014 and Sri. Ranjith Kumar Shetty was appointed as Company Secretary
with effect from 13th February 2015.
The brief resume/details relating to directors who are to be appointed/re-appointed are
furnished in the explanatory statement to the notice of the ensuing annual general
meeting.
9. AUDITORS:
9.1 STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of
audit firms, and based on the recommendation of the Audit Committee and the Board, M/s. M.
Anandam & Co., Chartered Accountants, Hyderabad were
appointed in the last Annual General Meeting held on 13 thAugust 2014 as Statutory
Auditors of the Company to hold office form the conclusion of the said Annual General
Meeting for a period of 3 years in accordance with the Act, subject to the ratification of
the shareholders at every Annual General Meeting.
9.2 INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee have
appointed M/s. B. Srinivasa Rao & Co, Chartered Accountants, Hyderabad, as the
Internal Auditors of your Company. The Internal Auditors are submitting their reports on
quarterly basis.
9.3 COST AUDITORS:
In accordance with Section 148 of the Companies Act, 2013 read with Companies (cost
records and audit) Rules, 2014 and Companies (cost records and audit) Amendment Rules,
2014, the Audit Committee has recommended and the Board of Directors had appointed M/s.
Vajralingam & Co., Cost Accountants, Hyderabad, being eligible and having sought
re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the
products manufactured by the Company during the financial year 2015-16.
9.4 SECRETARIAL AUDITORS
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. P S Rao & Co, a firm of Company Secretaries in Practice to undertake
the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is
annexed herewith and forms part of the Report as "Annexure V".
10. DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated in Section 217 (2AA) of Companies Act, 1956, your Directors subscribe to
the "Directors Responsibility Statement" and confirm as under: I] That in the
preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures; ii] That the directors have
selected such accounting policies 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 profit or loss of
the company for that period; iii] That the Directors ensured that proper and sufficient
care was taken in 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; iv] That the annual accounts are prepared as an
ongoing concern basis. iv] That 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.
11. UNCLAIMED DIVIDENDS
As per the provisions of Section 125 of the Companies Act, 2013, dividends remaining
unclaimed for a period of seven years from the date of transfer to the unpaid dividend
account are required to be credited to the IEPF. Accordingly, an amount of Rs. 5,88,673/-
being unclaimed dividend pertaining to the financial year 2006-07 was transferred to the
Investor Education and Protection fund (IEPF) and unclaimed dividend amounting to Rs. 7.69
Lakhs in respect of the financial year 2008-09 is due for transfer to IEPF in October,
2016. In terms of said section, no claim would lie against the Company or the said fund
after the said transfer.
As at March 31, 2015, dividend amounting to Rs. 20.39 Lakhs has not been claimed by
shareholders.
Those shareholders who have not encashed their warrants so far are requested to send
their claims for payment, by giving the details in the attached format to the Company.
Lists of shareholders to whom dividends remain unpaid are available on the website of the
Ministry of Corporate Affairs. Please note that As per Section 124(6) of the new Companies
Act, 2013 the shares held in respect of the unpaid dividend has also to be transferred to
demat account maintained under Investor Education and Protection Fund account.
12. PARTICULARS OF EMPLOYEES:
Information required under Section 134 of the Companies Act, 2013 read with the rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 may be treated as NIL as none of the employees fall under the purview of the
provisions provided under the Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 whos details are required to be
disclosed.
A statement pursuant to the Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is herewith annexed as Annexure
VIII to this report.
13. TRANSFER TO RESERVES
During the financial year under review, there were no transfers to reserves.
14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS:
The statement giving particulars with respect to Conservation of Energy, Technology
absorption and Foreign Exchange Earnings and outgoings as required under Section 134 of
the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules 2014 is annexed
hereto and forms part of the Report (Annexure-II).
15. CORPORATE GOVERNANCE:
The Company has been making every endeavor to bring more transparency in the conduct of
its business. A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of
the Annual Report (Annexure–III).
16. DEMATERIALISATION OF SHARES:
Your Companys equity shares have been under compulsory dematerialized trading for
quite some time and is registered under code ISIN 1NE 020C01016. Shareholders may contact
the Registrars for Dematerialization, namely, CIL Securities Ltd., Regd Office:214,
Raghava Ratna Towers, Chirag Ali Lane, Hyderabad – 500 001, Telephone
Nos.040-23203155/040-23202465, email: advisors@cilsecurities.com / cilsec@hotmail.com for
further details, if any.
17. LISTING:
Your Companys shares are listed in the BSE Limited (BSE).
18. RELATED PARTY TRANSACTION
All the related party transactions are entered on arms length basis and are in
compliance with the applicable provisions of the Companies Act 2013 and the Listing
Agreement. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
The policy on dealing with related party transactions is available on the website of
the Company (URL: http://www.techtranindia.com/investors-information.html).
The particulars of contracts/arrangements entered into by the company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under third proviso thereto is annexed hereto in Form
AOC-2 and forms part of the Report (Annexure-VII).
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed
herewith as "Annexure V".
20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have submitted declarations to the company to the effect
that they meet the criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013.
21. ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL
DIRECTORS:
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 manner in which formal annual evaluation was made is provided in the
annexed Corporate Governance Report.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT 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. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed off during the year 2014-15.
No of complaints received : Nil
No of complaints disposed off : Nil
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES
Your Company recognizes the value of transparency and accountability in its
administrative and management practices. The Company promotes the ethical behavior in all
its business activities. The Company has adopted the Whistle Blower Policy and Vigil
Mechanism in view to provide a mechanism for the Directors and employees of the Company to
approach Audit Committee of the Company to report existing/probable violations of laws,
rules, regulations or unethical conduct. The policy on vigil mechanism is available on the
website of the Company (URL: http://www.techtranindia.com/investors-information.html).
24. NOMINATION AND REMUNERATION COMMITTEE
In accordance with Section 178 of the Companies Act, 2013 and as per the requirements
of SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is
effective from October 1, 2014), the Board of Directors of the Company have approved the
change in nomenclature of the Remuneration Committee to Nomination and Remuneration
Committee and have revised their role as under: The revised role of the Nomination and
Remuneration Committee, inter-alia, includes the following:
Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board
their appointment and removal.
Formulation of criteria for evaluation of Independent Directors and the Board;
Formulation of the criteria for determining qualifications , positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
Devising a policy on Board diversity;
25. RISK MANAGEMENT POLICY:
The company has adopted a Risk Management Framework for the company, including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company.
26. EQUITY SHARES IN THE SUSPENSE ACCOUNT
Your Company is not having any shares lying in the suspense accounts in terms of Clause
5A(I) and Clause 5A(II) of the Listing Agreement.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
28. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of
the company which have occurred between the end of the financial year of the company and
the date of this report.
29. CORPORATE SOCIAL RESPONSIBILITY
During the year under review, our Company has not come under the purview of the Section
135 of the Companies Act, 2013 as the Company has not crossed limit of Net worth or
Turnover or Net profit as specified in the provisions of Section 135 of the Companies Act,
2013.
30. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
31. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation to the Employees, Staff and
Officers of your company for their hard work, dedication and commitment.
Your Directors gratefully acknowledge the valuable support, guidance and assistance
provided by the Financial Institutions, viz., Exim Bank.
Your Directors also express their gratitude to the Shareholders of the company for the
confidence reposed in the management.
|
On behalf of the Board of |
|
Techtran Polylenses Limited |
| Place: Hyderabad |
Dr. Jayaram Chigurupati |
| Date : 11/08/2015 |
Chairman |
+91-9892691696
