| Dear Members,
The Directors are pleased to present the 32nd Annual Report and the
Audited Financial Statement of the Company for the financial year
ended 31st March, 2015.
FINANCIAL PERFORMANCE (Rs. in Lacs)
For Year ended
31.3.2015
Revenue from operation and
other operating revenue:
Export Sales (Net of Freight) 9030.29
Domestic Sales (Net of Central 150.25
Excise and Vat)
Export Incentives 425.82
Other Income 314.30
9920.66
Profit before Finance Costs, 993.17
Depreciation & Amortisation and Tax
Finance Costs 654.25
Depreciation & Amortisation 161.83
Profit/(Loss) before Tax 177.09
Provision for Tax
- Current 40.00
- Deferred (4.87)
- Tax for Earlier Years 1.71
Profit/(Loss) after Tax 140.25
Surplus brought forward from 290.58
previous year
Available Surplus/ (Deficit)
for appropriation 430.83
Proposed Dividend 20.74
Dividend Distribution Tax 4.15
Surplus/(Deficit) carried to Balance Sheet 405.94
For Year ended
31.03.2014
Revenue from operation and 8970.96
other operating revenue:
207.31
Export Sales (Net of Freight)
Domestic Sales (Net of Central
482.38
Excise and Vat)
172.81
Export Incentives
9833.46
Other Income
1022.24
Profit before Finance Costs,
558.53
Depreciation & Amortisation and Tax
180.20
Finance Costs
283.51
Depreciation & Amortisation
Profit/(Loss) before Tax
58.40
Provision for Tax
(13.81)
- Current
0.76
- Deferred
238.16
- Tax for Earlier Years
84.78
Profit/(Loss) after Tax
Surplus brought forward from
previous year
322.94
Available Surplus/ (Deficit)
27.66
for appropriation
4.70
Proposed Dividend
290.58
Dividend Distribution Tax
Surplus/(Deficit) carried to Balance Sheet
FINANCIAL REVIEW
During the financial year ended 31st March, 2015 the Company has
achieved total revenue (net) from operations of Rs. 9920.66 lacs
against Rs. 9833.46 lacs in the previous year. The profit before
Finance Cost, Depreciation & Amortisation and Tax was Rs. 993.17 lacs
against Rs.1022.24 lacs in the previous year. The profit before tax was
Rs.177.09 lacs against Rs. 283.51 lacs in 2013- 2014. The profit after
tax was Rs.140.25 lacs against Rs.238.16 lacs in 2013-2014.
Cash generation from operation was at a lower level than previous year
due to increase in sundry debtors. The refund of input tax credit is
better but still slow which has compounded the liquidity problem. The
management has taken appropriate steps to ensure expeditious
realization of the input tax credit and the export proceeds.
DIVIDEND
Your Directors have recommended a dividend of 6% (Re. 0.60 per Equity
Share of Rs.10 each) for the financial year ended March 31,2015 subject
to the approval of the shareholders at the ensuing Annual General
Meeting of the Company. The dividend together with the dividend tax
will entail a cash outlay of Rs.24.89 lakhs. The dividend will be paid
to members whose names appear in the Register of Members as on 23rd
September, 2015; in respect of shares held in dematerialized form, it
will be paid to members whose names are furnished by National
Securities Depository Limited and Central Depository Services (India)
Limited, as beneficial owners as on that date.
POLLUTION CONTROL MEASURES
The pollution control measures installed in the units of the Company
are in full operation as required under the statutes.
SUBSIDIARY AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate Companies.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and as per
the Articles of Association of the Company Mr. Arun Kumar Bose (DIN:
00131295), Whole time Director, will retire by rotation at the ensuing
Annual General Meeting and being eligible , offers himself for
reappointment.
Dr. Sephali Roy (DIN: 07151823) was appointed as an Additional cum
Independent Director of the Company and shall hold office upto the date
of the Annual General Meeting. The Company has received a notice from a
member of the Company proposing her candidature for the office of the
Directorship of the Company.
Mr. Ravindra Prakash Sehgal (DIN:00119477) was appointed as the
Managing Director of the Company for a period of five years with effect
from 1.9.2010. The Board of Directors at its meeting held on 12th
February, 2015 approved the re-appointment of Mr. Ravindra Prakash
Sehgal for a further period of five years with effect from 1.9.2015.
Mr. Sehgal is subject to retirement by rotation.
Mr. Suvobrata Saha (DIN: 00131180) was appointed as the Jt. Managing
Director of the Company for a period of five years with effect from
1.9.2010. The Board of Directors at its meeting held on 12th February,
2015 approved the reappointment of Mr. Suvobrata Saha for a further
period of five years with effect from 1.9.2015. Mr. Saha is subject to
retirement by rotation.
The Board of Directors of the Company has appointed Mr. Biplab Ganguly
as Chief Financial Officer of the Company at its Board Meeting held on
13.8.2014.
None of the Directors of the Company are disqualified for being
appointed/re-appointed as Directors, as specified in Section 164 of the
Companies Act, 2013.
The Board recommends the appointment/re-appointment of the above
Directors with a view to avail their valuable advices and wise counsel.
A brief profile of the above Directors seeking appointment/
re-appointment required under Clause 49 of the Listing Agreement, is
given in the Notice of AGM.
DECLARATION OF INDEPENDENCE
Your Company has received declaration from the Independent Directors as
prescribed under Section 149(7) of the Companies Act, 2013 that they
meet the criteria of independence as provided in Section 149(6) of the
Act read with Schedules and Rules issued thereunder as well as Clause
49 of the Listing Agreement.
FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarised with the Company, their
roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company, etc. On
appointment, the Independent Director is issued a Letter of Appointment
setting out in detail, the terms of appointment, duties and
responsibilities.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
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, that of its Committees and
individual Directors.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, on parameters
such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and its minority
shareholders, etc. The performance evaluation of the Non Independent
Directors and Board as a whole was also carried out by the Independent
Directors.
The Directors expressed their satisfaction over the evaluation process
and results thereof.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the Financial Year, four meetings of the Board of Directors and
seven meetings of the Audit Committee of the Company were held, the
details of which are given in the Corporate Governance report which
forms a part of this report. The intervening gap between the Board
meetings was within the period prescribed under the Companies Act, 2013
and the Listing Agreement.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been
furnished in the Corporate Governance Report forming a part of this
Annual Report. There has been no instance where the Board has not
accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and
Remuneration Committee has been furnished in the Corporate Governance
Report forming a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Share transfer cum
Stakeholders Relationship Committee has been furnished in the Corporate
Governance Report forming a part of this Annual Report.
MEETING OF INDEPENDENT DIRECTORS
During the year under review, a meeting of Independent Directors was
held on 27th March, 2015 wherein the performance of the Non-Independent
Directors and the Board as a whole was reviewed. The Independent
Directors at their meeting also assessed the quality, quantity and
timeliness of low of information between the Company's management and
the Board of Directors of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
i) In the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards read with the requirements
set out under Schedule III to the Companies Act, 2013 have been
followed and there are no material departures from the same;
ii) The Directors have selected such accounting policies and 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 as at March 31,2015 and of the profit of the Company for
the year ended on that date;
iii) The Directors have taken proper and sufficient care 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;
iv) The Directors have prepared the annual accounts of the Company on a
"going concern" basis;
v) Proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
vi) Proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and
operating effectively.
TRANSFER TO RESERVES
The Company did not transfer any amount to reserves.
PUBLIC DEPOSITS
During the financial year 2014-15, your Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
CHANGES IN SHARE CAPITAL
There was no change in the share capital of the Company for the F.Y.
2014-2015.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
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 to which the financial statements
relate and the date of the report.
CORPORATE GOVERNANCE
Your Company complies with the provisions relating to Corporate
Governance. Pursuant to Clause 49 of the Listing Agreement with the
Stock Exchanges, a compliance report on Corporate Governance along with
the Auditors Certificate thereon form part of the Annual Report.
BUSINESS RESPONSIBILITY REPORT
A business Responsibility Report as per Clause 55 of the Listing
Agreement, detailing the various initiatives of your Company forms an
integral part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND
DEVELOPMENT
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo to be disclosed
under the Act, are provided in "Annexure - A" to this report.
RELATED PARTY TRANSACTIONS
During the financial year 2014-15, your Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (Specification of Definition
Details) Rules, 2014 which are in the ordinary course of business and
on arms' length basis and in accordance with the provisions of the
Companies Act, 2013. During the financial year 2014-15, there were no
transactions with related party which qualify as material transactions
under the Listing Agreement. The details of the related party
transactions as required under Accounting Standard - 18 are set out in
Other Notes (28-xii) which is forming part of the Annual Report.
The particulars of every contract entered into by the company with
Related Parties referred to in Section 188(1) of the Companies Act,
2013 as prescribed under the Companies (Accounts) Rules, 2014 is
appended as "Annexure - B" hereto and forms part of this Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULAR OF EMPLOYEE
In accordance with Section 178 and other applicable provisions, if any,
of the Companies Act, 2013 read with Rules issued thereunder and Clause
49 of the Listing Agreement, the Board of Directors at its meeting held
on 13th November, 2014 formulated the Remuneration Policy of the
Company. The salient aspects of the Remuneration Policy, on the
appointment and remuneration of the Directors and other matters have
been outlined in the Corporate Governance Report which forms part of
this Report. The remuneration policy of the Company is being set out as
"Annexure - C" to this report and has also been uploaded on the website
: www.carnationindustries. com of the Company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
set out as "Annexure - D" to this report.
Disclosure under Rule 5(2) of the Companies (Appointment &
Remuneration) Rules, 2014 is not applicable to your Company as none of
the employees are drawing salary more than the limit prescribed under
the aforesaid Rules.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014 are set
out herewith as "Annexure - E" to the Report.
STATUTORY AUDITORS
The Auditors M/s. Jain & Bagaria, Chartered Accountants, Statutory
Auditors of the Company, were appointed at the 31st AGM to hold office
till the conclusion of the 34th AGM. The Board in terms of Section 139
of the Act, on the recommendation of the Audit Committee, has
recommended for the ratification of the Members the appointment of M/s
Jain & Bagaria from the conclusion of the ensuing AGM till the
conclusion of the 33rd AGM. Appropriate resolution in respect of the
above is appearing in the Notice convening the 32nd AGM of the Company.
In this regard, the Company has received a certificate from the
auditors to the effect that if they are re-appointed, it would be
accordance with the provisions of Section 141 of the Companies Act,
2013.
COST AUDITOR
In compliance with the Central Government's Order your Board had
appointed Mr. Deep Narayan Bandhyopadhyay, Cost Accountant, to carry
out the Cost Audit of the Company for F.Y. 2014- 2015. However,
Ministry of Corporate Affairs came out with a notification on
31.12.2014 under the Companies (Cost Records and Audit) Amendment
Rules, 2014 wherein your Company, being an export oriented company, has
been excluded from the purview of Cost Audit from F.Y. 2015-2016.
Therefore Cost Audit is no more applicable to the Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed Mr. Manoj Kumar
Banthia, Practicing Company Secretary to conduct the Secretarial Audit
of your Company. The Secretarial Audit Report is annexed herewith as
"Annexure-F" to this report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
LOANS, GUARANTEE AND INVESTMENTS
The Company has not lent out any money or made any investment or
provided any guarantee during the year under review.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS /COURT
There are no significant material orders passed by the regulator/court
which would impact the going concern status of the Company and its
future operations.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is not applicable to your Company
pursuant to Section 135 of the Companies Act, 2013.
VIGIL MECHANISM
Your Company has formulated a Whistle Blower Policy pursuant to the
provisions of Section 177(10) of the Companies Act, 2013 and Clause 49
of the Listing Agreement. The policy provides for a framework and
process whereby employees can raise their issue against any kind of
harassment, victimization or any other unfair practice being adopted
against them. The Whistle Blower Policy has been uploaded on the
website : www.carnationindustries.com of the Company.
STOCK EXCHANGE
The Equity Shares of the Company are listed with BSE Limited and The
Calcutta Stock Exchange Limited.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has adopted a policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March, 2015 the Company has not
received any Complaints pertaining to Sexual Harassment.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and thanks to
the Banks, Financial Institutions, various Government Authorities for
their valuable assistance and co-operation for the trust and confidence
reposed in the Company by the Customers and Shareholders.
Your Directors also thank the Executives, Staff and Workforce of the
Company for their efficient and dedicated services.
On Behalf of the Board of Director
R. P. Sehgal
(Managing Director)
Place: Kolkata Suvobrata Saha
Date: 12th August, 2015 (Jt. Managing Director)
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