Your Directors have pleasure in presenting their Twentyninth Annual Report together
with the audited accounts for the year ended 31st March 2016.
FINANCIAL RESULTS
|
(Rs. in Lakhs) |
|
For the year ended 31st March |
|
2016 |
2015 |
| Profit / (Loss) before Interest & Depreciation |
7761.25 |
4846.52 |
| Less: Interest |
3155.75 |
3682.48 |
| Less: Depreciation |
3633.28 |
3546.84 |
| Less: Forex Fluctuation Loss |
40.25 |
34.89 |
| Profit / (Loss) before Tax |
931.97 |
(2417.69) |
| Provision for Tax |
0.00 |
0.00 |
| Profit / (Loss) after Tax |
931.97 |
(2417.69) |
DIVIDEND
In view of the accumulated losses, your Directors do not recommend any dividend for the
year ended 31st March, 2016.
OPERATIONS
The performance of the Company has been discussed in detail in the "Management
Discussion and Analysis" section. The Company achieved its highest ever clinker and
cement production during the year under review. The clinker production was 9.78 lakh
tonnes (8.68 lakh tonnes) while the cement production was at 13.46 lakh tonnes (12.10 lakh
tonnes). The sale of cement was also brisk at 13.47 lakh tonnes (12.22 lakh tonnes). The
Company achieved significant economies in cost through better blending, higher kiln output
and reduction in power consumption.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of Securities and Exchange Board of India [Listing
Obligations and Disclosure Requirements] Regulations, 2015 [SEBI (LODR) Regulations 2015]
a Management Discussion and Analysis Report is given as addition to this report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015, a report on Corporate
Governance along with Auditors Certificate confirming its compliance is included as part
of the Annual Report of the Company.
AMALGAMATION WITH THE INDIA CEMENTS LIMITED
The Scheme of Amalgamation between the Company and Trishul Concrete Products Limited
with The India Cements Limited has been approved by the shareholders at the Court Convened
Meeting held on 25.03.2015. Petitions have been filed in the Honble High Court of
Judicature at Madras under Sections 391 to 394 of the Companies Act, 1956 for sanction of
the said Scheme.
MATERIAL CHANGES AND COMMITMENTS SINCE 31st MARCH, 2016
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between 1st April, 2016 and the date of this report other
than those disclosed in the financial statements.
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI
(LODR) Regulations 2015, the Company has developed and implemented a Risk Management
Policy. The Policy envisages identification of risk and procedures for assessment and
mitigation thereof.
INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act, 2013 and Rule 8(5)(viii) of
Companies (Accounts) Rules, 2014, the Company has an Internal Financial Control Policy and
Procedure commensurate with the size and nature of its operations and financial reporting.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
Pursuant to Rule 8(5) (vii) of Companies (Accounts) Rules, 2014, it is reported that
during the year 2015-16, no significant and material Orders were passed by the Regulators
or Courts or Tribunals impacting the going concern status and companys operations in
future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees or provided security to any person or
other body corporate during the financial year attracting the provisions of Section 186 of
the Companies Act, 2013.
CONSERVATION OF ENERGY, ETC.
In terms of Section 134(3)(m) of the Companies Act, 2013 and the Rule 8(3) of Companies
(Accounts) Rules, 2014, the information relating to Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure 1.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
A report on the CSR activities initiated voluntarily by the Company towards discharging
its social responsibility during 2015-16 is given in Annexure 2.
VIGIL MECHANISM
In accordance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22
of SEBI (LODR) Regulations 2015, the Company has established a Vigil Mechanism and has a
Whistle Blower Policy. The policy is available at the Companys website
www.trinetracement.com.
TRANSACTIONS WITH RELATED PARTIES
All the Related Party Transactions are presented to the Audit Committee and the Board
on quarterly basis specifying the nature, value and terms and conditions of the
transactions. Prior omnibus approval is obtained for transactions which are foreseen and
repetitive nature. Particulars of contracts and arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 have been given in the prescribed form
AOC-2 in Annexure 3. The Related Party Transactions Policy as approved by the Board is
uploaded on the Companys website www.trinetracement.com.
PUBLIC DEPOSITS
During the year under review, the Company neither invited nor accepted any public
deposits within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. Also there were no outstanding public
deposits at the beginning or end of the year.
INDUSTRIAL RELATIONS & PERSONNEL
Industrial relations continued to remain cordial during the year. No employee received
remuneration in excess of the limits prescribed under Section 197 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel), Rules,
2014.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form
No. MGT-9 is attached as Annexure 4 which forms part of this Directors Report.
DIRECTORS
Sri V.M.Mohan retires by rotation at the ensuing Annual General Meeting of the Company
and is eligible for reappointment. Resolution on his re-appointment as director, is
included in the Notice convening the 29th Annual General Meeting of the
Company.
Under Section 149 of the Companies Act, 2013, Sri Arun Datta, Sri R.K.Das, Sri
N.R.Krishnan, Sri L.Sabaretnam and Sri V.Manickam, were appointed as Independent Directors
of the Company for a term of two consecutive years with effect from 30th December
2014 to 29th December 2016 or the date of 29th Annual General
Meeting of the Company, whichever was earlier. The Company proposes to reappoint Sri Arun
Datta, Sri N.R.Krishnan, Sri L.Sabaretnam and Sri VManickam, as Independent Directors of
the Company to hold office for a second term of 2 consecutive years from 28th
September, 2016 to 27th September, 2018 and special resolutions for their
re-appointments as Independent Directors of the Company are included in the Notice
convening the 29th Annual General Meeting of the Company.
Brief particulars of Directors eligible and proposed for re-appointment in terms of
Regulation 36(3) of SEBI (LODR) Regulations, 2015 are annexed to the Notice convening the
29th Annual General Meeting. The Directors proposed for re-appointment are not
related to each other.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are Sri T.S.Raghupathy, Chief Executive
Officer, Sri R.Srinivasan, Chief Financial Officer and Sri S.Sridharan, Company Secretary
(till 31.03.2016). Sri B. Srinivasa Rao has been appointed as Company Secretary with
effect from 26th May, 2016.
MANAGER
The Board of Directors has at the meeting held on 26th May, 2016, based on
the recommendation of Nomination and Remuneration Committee, reappointed Sri
T.S.Raghupathy, Director, as Manager under the Companies Act, 2013 without any
remuneration for a period of three more years with effect from 12th November,
2016. Necessary resolutions seeking the approval of the shareholders for his
re-appointment as Manager are included in the Notice convening the 29th
Annual General Meeting of the Company.
INDEPENDENT DIRECTORS
The declarations given by Independent Directors under Section 149(7) of the Companies
Act, 2013 that they meet the criteria of independence as provided under Section 149(6) of
the Companies Act, 2013, have been received by the Company. The Company has been arranging
training programmes for independent directors in a phased manner. The details of
familiarisation programme for Independent Directors are available on the Companys website
www.trinetracement.com.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015,
the Board has carried out an annual performance evaluation of its own performance and that
of the directors individually the working of its Audit, Nomination and Remuneration and
other Board Committees.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a Policy for selection and appointment of Directors, Key Managerial Personnel and
other employees and their remuneration for implementation.
No remuneration, including sitting fee has been paid to any director. The remuneration
of Key Managerial Personnel has been paid by the holding company, namely, The India
Cements Limited.
BOARD MEETINGS
During the year, 4 Board Meetings were held. The details of meetings of the Board and
its various Committees are given in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134(5) of the Companies
Act, 2013.
"We confirm that:
1. in the preparation of the annual accounts for the year ended 31st March,
2016, the applicable accounting standards have been followed along with proper explanation
relating to any material departures;
2. such Accounting Policies have been selected and applied consistently and made
judgements and estimates 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, 2016 and of the
profit of the Company for that year;
3. 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;
4. the annual accounts for the year ended 31st March, 2016 have been
prepared on a going concern basis;
5. internal financial controls to be followed by the Company have been laid down and
that such internal financial controls are adequate and are operating effectively;
6. proper systems to ensure compliance with the provisions of all applicable laws have
been devised and that such systems are adequate and operating effectively."
AUDIT COMMITTEE
The Audit Committee has 3 members out of which 2 are Independent Directors. The details
of composition of the Audit Committee are given in the Corporate Governance Report. There
has been no instance, where the Board has not accepted any recommendation of Audit
Committee.
AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies
(Audit & Auditors) Rules, 2014, M/s.Chaturvedi SK & Fellows, Chartered
Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting
and are proposed to be appointed as Statutory Auditors to hold office from the conclusion
of the 29th Annual General Meeting until the conclusion of the 30th
Annual General Meeting.
The Company has obtained a written consent for their appointment as Auditors of the
Company along with a Certificate confirming that the appointment, if made, would be in
accordance with the conditions and criteria as prescribed under Section 141(3) of the
Companies Act, 2013.
A resolution for the appointment of M/s.Chaturvedi SK & Fellows, Chartered
Accountants as statutory auditors of the Company is included in the Notice convening the
29th Annual General Meeting.
M/s. Chevuturi Associates, Chartered Accountants have been appointed as Internal
Auditors for the year 2016-17.
Sri S.A.Murali Prasad, Cost Accountant, Chennai, has been appointed as Cost Auditor for
the year 2016-17 at a remuneration of Rs.1 lakh. The remuneration is subject to
ratification of members and hence is included in the Notice convening the 29th
Annual General Meeting of the Company.
Pursuant to Section 204 of the Companies Act, 2013, Mrs.P.R.Sudha, Company Secretary in
Practice, Chennai has been appointed as Secretarial Auditor of the Company for the year
2016-17.
The Secretarial Audit Report in Form No. MR-3, as prescribed under Section 204(1) of
the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial
Personnel) Rules, 2014, given by Mrs.P.R.Sudha for the Financial Year 2015-16, is
enclosed as Annexure 5. The Secretarial Audit Report does not contain any qualification,
reservation or other remarks.
ACKNOWLEDGEMENT
The Directors are thankful to the Bankers for their continued support. The Directors
also thank the Central Government and the State Governments for their support. The
Directors are appreciative of the performance of the stockists during the year. The
continued dedication and sense of commitment shown by the employees at all levels during
the year deserve special mention.
| for and on behalf of the Board |
| Place:Chennai |
N.SRINIVASAN |
| Date : 26th May, 2016 |
Chairman |
+91-9892691696
