The Directors have pleasure in presenting their 25th Annual Report and Accounts for the
year ended 31st March 2015.
FINANCIAL RESULTS :
|
2014-2015 |
2013-2014 |
| Total Income |
745 |
113900 |
| Total Expenses |
445 |
23805 |
| Net Profit/(Loss) |
300 |
90094 |
OPERATIONS:
The operations of both tile and slab units were stopped and hence no depreciation is
charged on the assets of the Company.
FINANCIAL PERFORMANCE:
Company’s sales including other income for the year under review is Rs. 7.45 Lacs
as against Rs.1,139.00 Lacs during the previous year 2013-14.
COMPANY SECRETARY:
Although all possible efforts has been made by the Company to appoint a qualified
Company Secretary the position is still remained vacant. As such the company does not have
any whole-time Company Secretary as per Section 383(A) of the Company’s Act 1956.
DISCLOSURE PARTICULARS :
Information as per the company’s (Disclosure of particulars in the report of Board
of Directors) Rules 1988 relating to conservation of energy, technology absorption,
Foreign Exchange earnings and out-go are given in Annexure-A forming part of this report.
DISCLOSURE AS PER THE LISTING AGREEMENT :
In due compliance of the Clause 32 of the Listing Agreement, the Cash Flow Statement
prepared in accordance with the requirements prescribed by SEBI is appended with the
Annual Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms :
1. that in the preparation of the annual accounts, the applicable accounting standards
have been followed and there has been no material departure;
2. that the selected accounting policies were applied consistently and the directors
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 as at March 31, 2015 and of the profit of the
Company for the year ended on that date.
3. that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. that the annual accounts have been prepared on a going concern basis.
AUDITORS :
The Terms of Mr. K.R. Shetty, Chartered Accountant, as Auditor of the Company expires
at the conclusion of this Annual General Meeting and he is eligible for reappointment. He
has indicated that if reappointed, his appointment will be within the limits specified
under Section 224(1 )(B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES :
Information as per Section 217(2-A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 is not applicable since there is no employee in the
Company drawing salary of more than Rs. 1,00,000 per month.
INDUSTRIAL RELATIONS :
Industrial relations during the year under review continued to be peaceful.
RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY.
The information required to be furnished in terms of Section 217(1 )(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure to the Director’s Report
attached to the Balance Sheet as at 31st March, 2014
ACKNOWLEDGEMENT:
Your Directors are happy to acknowledge the timely assistance extended to the Company
by Financial Institutions and Banks.
Your Directors are also thankful to the various Central and State Government Officials
for their help and support extended during the year. Your Directors wish to place on
record their warm appreciation for the valuable work done and co-operation extended by the
Staff and Workers at all levels.
By Order of the Board
for YENEPOYA MINERALS & GRANITES LTD.
| Place: Jodumarga |
Sd/- |
| Date: 31.07.2015 |
Y. MOHAMED KUNHI |
|
Chairman |
ANNEXURE TO THE DIRECTORS’ REPORT ANNEXURE"A"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
PURSUANT TO SECTION 217(l)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.
a) CONSERVATION OF ENERGY :
The Company runs its plants with 100% captive diesel generating power uninterruptedly
at present. The conservation of energy and improvement in energy environment is an ongoing
activity in the company and every effort is made in that direction. The company has also
installed power capacitors to minimise the power load of KVA.
b) TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION :
Being a 100% Export Oriented Unit, the company needs to lay great emphasis on quality
coupled with wide range of colours. With the existing services of the qualified personnel,
the company keeps itself abreast of the technical development and changes occurring in the
industry. Every effort is being made to eliminate wastage in all operations.
ANNEXURE "B"
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign Exchange used and earned: NIL
ANNEXURE-C
#CGStart#
CORPORATE GOVERNANCE
a) Company’s Philosophy:
The company firmly believes in and has consistently practiced good Corporate
Governance. The Company’s essential character is shaped by the very values of
transparency, professionalism and accountability. The Company will endeavor to improve on
these aspects on ongoing basis.
b) Board of Directors
The Board of Directors comprises a Chairman, a Managing Director, a Executive Director
and 3 Non-Executive Directors.
During the year, 4 Board Meetings were held on 30.04.2014, 31.07.2014, 31.10.2014 and
31.01.2015.
The composition of directors and their attendance in the Board Meetings during the year
and at the last Annual General Meeting and also number of other Directorships/Membership
of committees are as follows:
| Name of the Director |
Category of Director-ship |
No. of Board Meetings |
Attendance last AGM |
No. of the Attended Director-ship |
| Mr. Y. Mohamed Kunhi |
Chairman |
4 |
Yes |
6 |
| Mr. Y. Abdulla Kunhi |
MD |
3 |
No |
4 |
| Mr. A. Ramachandra Shetty |
ED |
4 |
Yes |
2 |
| Mr. Y. Moideen Rizwan |
Director |
- |
No |
16 |
| Mr. B. Abdul Salam |
Director |
3 |
Yes |
1 |
| Mr. Y. Abdulla Javeed |
Director. |
4 |
Yes |
6 |
| MD - |
Managing Director |
| ED - |
Executive Director |
c) Committees of Directors :
Good Corporate Governance requires that Non-Executive Directors, including Chairman,
are more actively involved for providing guidance to full time management on policy
matters as well as in the monitoring of actions carried out by operating management. This
involvement is formalised and institutionalised through constitution of designated
committees of the Board. The committees are intended to provide the fora for periodical
and regular exchange of information and ideas between the Non-Executive Directors and the
operating management.
The Board, has accordingly constituted Committees at its Meeting held which comply with
the requirements of clause 49 of the Listing Agreements with the Stock Exchanges and the
applicable provisions of the Companies (Amendment) Act, 2000.
i) Audit Committee comprises of all Non-Executive independent members of the Board:
| Mr. Y. Mohamed Kunhi |
Chairman |
| Mr. Abdul Salam |
|
| Mr. Y. Abdulla Javeed |
|
i) Remuneration Committee: Comprises of all Non-Executive independent members of the
Board:
| Mr. Y. Mohamed Kunhi |
Chairman |
| Mr. B. Abdul Salam |
|
| Mr. Y. Abdulla Javeed |
|
Details of remuneration for the year 2014-2015: Nil
ii) Shareholders’ Grievances & Share Transfer Committee :
Comprises of all Non-Executive independent members of the board.
| Mr. Y. Mohamed Kunhi |
Chairman |
| Mr. B. Abdul Salam |
|
| Mr. Y. Abdulla Javeed |
|
iv) Management Committee of Directors: Comprises of three Non-Executive independent
members of the Board, Managing Director and Executive Director.
| Mr. Y. Mohamed Kunhi |
Chairman |
| Mr. Y. Abdulla Kunhi |
|
| Mr. A. Ramachandra Shetty |
|
| Mr. B. Abdul Salam |
|
| Mr. Y. Abdulla Javeed |
|
This Committee deals with routine matters like banking operation, authorisation to
employees in respect of Excise, Sales Tax, Tender submission etc. as also some matters
specifically delegated by the board from time to time.
d) General Body Meetings
The last three Annual General Meetings were held as under:
| Financial Year |
Date |
Time |
Location |
| 2011-2012 |
29.09.2012 |
3.00 P.M. |
Regd. Office of the Company |
| 2012-2013 |
30.09.2013 |
3.00 P.M. |
Regd. Office of the Company |
| 2013-2014 |
30.09.2014 |
3.00 P.M. |
Regd. Office of the Company |
No special resolutions were required to be put through postal ballot last year.
e) Disclosures: "
i) At every Board Meeting the Directors disclose the name of the Companies/ parties in
which they are interested and accordingly the Register of Contracts under Section 301 of
the Companies Act. 1956 in tabled and signed.
ii) There was no non-compliance during the last three years by the Company on any
matter related to Capital Market. Consequently, there were no penalties imposed nor
strictures passed on the Company by Stock Exchanges, SEBI or any statutory authority.
f) Means of Communication :
Quarterly/Half Yearly Financial Results of the Company are forwarded to the Mumbai,
Bangalore & Mangalore Stock Exchanges and published in two ibcal newspapers.
g) Shareholders Information:
i) Annual General Meeting
| Date : |
30.09.2015 |
| Time : |
3.00 P.M. |
| Venue : |
Registered Office of the Company. |
| Date of Book Closure : |
27th September 2015 and 30th September 2015 |
ii) Stock Exchanges
Shares of the Company are listed on the Mumbai, Bangalore, and Ahmedabad Stock
Exchange. The transaction value of share has been decreased below par and lowest value of
the share during the year is on an average Rs. 2/- per share. This figure is based on
transfer deed received from the shareholders.
iii) Registrar & Transfer Agents
In-house share transfer at Registered Office of the Company.
iv) Shareholding Pattern and Distribution of Shares - as at 31sl March 2015.
Share holding Pattern :
| Category |
No. of Shares |
%age |
| Promoters |
41,45,100 |
33.75% |
| FII/NRI |
7,22,000 |
5.88% |
| Public Financial Institutions |
9,200 |
0.08% |
| Mutual Funds |
64,400 |
0.52% |
| Nationalised Banks |
— |
— |
| Body Corporates |
34,500 |
0.28% |
| Public |
73,04,800 |
59.49% |
| TOTAL |
1,22,80,000 |
100% |
Distribution of Share holdings :
| No. of Shares |
No. of Shareholders |
Share Value |
| 1-5,000 |
37079 |
8,09,49,000 |
| 5,001-10,000 |
72 |
60,50,510 |
| 10,001-20,000 |
9 |
15,03,000 |
| 20,001-30,000 |
4 |
9,40,000 |
| 30,001 -40,000 |
5 |
19,50,000 |
| 40,001-50,000 |
6 |
27,30,000 |
| 50,001 - 1,00,000 |
8 |
49,00,500 |
| 1,00,000 & above |
5 |
2,37,76,990 |
| TOTAL |
37,188 |
12,28,00,000 |
v) Address for Correspondence
Shareholders can correspond at the Registered office of the Company at P.O. Jodumarga -
574 219, Muda Village, Bantwal, Mangalore, S. India.
|
For and on behalf of the Board |
|
S\d |
| Place: Jodumarga, |
Y. MOHAMED KUNHI |
| Date: 31.07.2015 |
Chairman |
#CGEnd#
+91-9892691696
