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VARDHMAN INDUSTRIES LTD.

24 December 2019 | 12:00

Industry >> Steel - GP/GC Sheets

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ISIN No INE458E01014 BSE Code / NSE Code 513534 / VARDHINDQ Book Value (Rs.) -7.50 Face Value 10.00
Bookclosure 27/09/2019 52Week High 5 EPS 0.00 P/E 0.00
Market Cap. 1.20 Cr. 52Week Low 1 P/BV / Div Yield (%) -0.20 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2015-03 
We have pleasure in presenting the 31st Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015:

FINANCIAL RESULTS                                     (Rs, in Lacs)

                               CURRENT YEAR            PREVIOUS YEAR

Revenue from operations 
and other operating 
income                          28334.43                   40027.28

Profit before Interest, 
Depreciation and Tax             1538.06                    2205.08

Less: Finance Cost               582.07                      847.95

Cash Profit before Tax           955.99                     1357.13

Provision for 
Depreciation            705.70                   663.20

Taxes : Net Current 
Tax                         -                   140.00

Deferred Tax           (99.92)   605.78          20.75       823.95

Profit after Tax                 350.21                      533.18 
A
Balance b/f from 
Previous Year                   6447.89                      6032.08

Profit available 
for appropriations              6798.10                      6565.26 
Appropriations

Proposed Dividend                 78.95                        78.95

Tax on dividend                   13.16                        13.42

Transferred to 
General Reserve                       -                        25.00

Adjustment Relating 
to Fixed Assets                  584.21                            -

Surplus Carried to 
Balance Sheet                   6121.78                      6447.89

                                6798.10                      6565.26
HIGHLIGHTS OF PERFORMANCE:

The gross revenue and operating income for the year is Rs. 28334.43 Lacs as compared to Rs. 40027.28 Lacs of previous year. Your Company earned lower cash profit of Rs. 955.99 Lacs as compared to Rs. 1357.13 Lacs of previous year. The net profit after tax of Rs. 350.21 Lacs of your company is reduced from Rs. 533.18 Lacs due to the sluggish domestic demand of Steel. However with the forthcoming changes in Policies by Government, your management is expecting that the economy should grow in the coming years and the demand for and prices of products should improve which will enable the Company to regain steady or better performance.

INDUSTRY AND ECONOMIC SCENARIO:

During financial year 2014-15 slowing demand in some of the major developing economies led to the softening in crude and other global commodity prices. Though the price correction created financial stress in oil exporting countries and also resulted in disinflationary environment The Indian economic growth improved to 7.3% in financial year 2014-15 as compared to 6.9% in financial year 2013-14. While the agriculture sector grew at 0.2%, it is manufacturing that leads the growth at 7.1% during financial year 2014-15. Several policy measures taken by the Reserve Bank of India (RBI) and the Government, supported by lower global crude oil prices, resulted in decline in inflation during the year; consumer price inflation is expected to be between 5.0- 5.5% range during 2015-16. However, domestic steel producers witnessed subdued sales as increased imports from China and Russia resulted in sharp cut to steel prices in India over the past six months. Indian steel demand is expected to reflect improving macro-economic environment. Steel end use sectors are expected to perform better compared to previous financial year. Infrastructure projects like dedicated freight corridor etc., are gaining momentum and the steady decline installed projects coupled with hike in import duty in both flat and long products should stimulate steel demand. Recent weakness in Indian rupee has also helped competitiveness of domestic steel players. However, steel prices are expected to remain under pressure from Chinese exports and increased domestic competitiveness.

SHARE CAPITAL :

There was no change in the Company's share capital during the year under review. The Company's paid up equity share capital remained at Rs. 7,89,52,000 comprising of 78,95,200 equity shares of Rs. 10/- each.

EXPORTS:

The Board hereby informs you that due to continued slow down in the industry in general and in Iron and Steel Industry in particular and despite all efforts made by the management for exports of its products, the company's exports have declined from Rs. 4435.64 lacs to Rs. 2102.60 lacs. The company has continued to export its product in various countries such as Burkina, Somalia, Mozambique, Turkmenistan and Angola and the management is quite hopeful that in future it will be able to achieve improved results on Export Front.

DIVIDEND AND RESERVES:

Your Directors have recommended a dividend of 10 % (Re.1.00 per equity share of Rs.10/- each) for the year ended 31.03.2015. During the year under review, no amount has been transferred to General Reserves.

LISTING OF SHARES:

The Equity Shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai. The company has duly paid the listing fee to BSE Limited, Mumbai upto the Financial Year 2015-16.

FIXED DEPOSITS

During the year, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under. As such the required information is not applicable to be mentioned.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

As part of its initiatives under "Corporate Social Responsibility (CSR), your company has undertaken several activities, aimed for the benefit of needy and general good of the society. During the year 2014-15, the Company incurred Rs. 10,55,450/- (Rupees Te n Lac Fifty Five Thousand Four Hundred Fifty only) on various social, health and education programmers. Further on the compliance part, the Company has formed requisite CSR Committee and CSR policy was also approved by the Board during the year, as per the requirement of Companies Act, 2013. The details of the CSR Committee and CSR Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):

During the year under review, Mr. Rajesh Sharma (having DIN 05318968) and Mrs. Radhika Gupta (having DIN 07145509) were inducted as additional Directors by the Board of Directors to hold the office up to the conclusion of the ensuing Annual general Meeting.

The Board of Directors appointed Mrs. Gupta as Independent Director of the Company with effect from March 31, 2015 for a period of five consecutive years subject to the permission of shareholders in the ensuing general meeting. The Company has received declaration of independence from Independent director that she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company on the recommendation of Remuneration Committee appointed Mr. Rajesh Sharma as a Whole time Director and CFO (Key Managerial Personnel) of the Company.

In accordance with the provisions of Section 152 of the Companies Act,2013 and the Company's Articles of Association, Shri. Kapil Kumar Jain, Director(DIN:00755228) of the company retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

During the year under review, Mr. Suresh Gupta (DIN: 00027192) resigned as a Director of the Company with effect from December 1, 2014. The Board has placed on record its sincerest thanks and gratitude for the invaluable contribution for the services rendered by him during his tenure as a Director of the company.

As on date of this report Sh. Rahul Jain, Managing Director and Sh. Rajesh Sharma, Chief Financial Officer of the Company are Key Managerial Personnel of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The Details of the same are given in the Report on Corporate Governance annexed hereto.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 9 (Nine) Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the stipulated period prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE:

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues as dictated by compliance of statutory requirements, the Board lays strong emphasis on transparency, accountability and integrity. Corporate Governance Report and Management Discussion and Analysis along with Certificate of the Auditors of your company pursuant to clause 49 of the Listing Agreement with the Stock Exchange(s) has been annexed to the report as Annexure-I.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT-9, for the Financial Year 2014-15 has been enclosed as Annexure-II with this report.

SUBSIDIARY AND ASSOCIATE COMPANIES:

Company does not have any Subsidiary. However M/s. JSW Vallabh Tinplate Private Limited became a JV of the Company and became the Company's associate. Information under section 129 (3) in Form AOC-1 forms part of the Financial Statement.

JSW Vallabh Tinplate Private Limited (JSW VTPL):

During the year under review, the holding of your company in JSW VTPL was 23.55%. The Company manufactures Tinplate sheets at its plant at Village Beopror, G.T. Road, Tehsil Rajpura, District Patiala in the State of Punjab.

STATUTORY AUDITORS:

M/s. Raj Gupta & Co., Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with Section 139(1) of the Companies Act, 2013.

AUDITORS' REPORT:

The Auditors' Report read with the relevant notes on accounts for the year under review is self explanatory and do not call for any further comments as there are no adverse remarks in the Auditors' Report.

AUDIT COMMITTEE:

The committee re-constituted by the Board of Directors in their meeting held on December 1, 2014 and March 31,2015. Presently the constituent members of the Audit Committee are Mrs. Radhika Gupta (Chairman), Mr. Ashwani Kumar, Mr. Surinder Kumar Vig and Mr. Ashok Kumar Jain. All these members are non-executive independent directors of the Company. The statutory auditors and internal auditors are the permanent invitees to the audit committee meetings. The detail of its meetings is provided in the Corporate Governance report. The Committee met 4 (Four) times during the year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report.

COST AUDITORS:

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. In this connection, the Board of Directors of the Company approved the appointment of M/s. Meenu & Associates, Cost Accountants, Ludhiana (Firm Registration no.100729 ) as the Cost Auditors of the Company for the year ending 31 March, 2016, on a remuneration of Rs.55,000 plus service tax as applicable and reimbursement of out of pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.

M/s. Meenu & Associates were also the cost auditors of the company for the financial year 2014-15. The Cost audit report for the financial year 2014-15 will be filed by the company with the Ministry of Corporate Affairs (MCA) in the stipulated time as per the provisions of the Companies Act, 2013.

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 had appointed M/s. RCS & Company, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure "III". The report does not contain any qualification. However, as regards the appointment of Company Secretary, the Board states that it has interviewed various candidates but could not find a suitable person for this job and the company is already in process of appointment of a Company Secretary.

The Board at its meeting held on August 14, 2015 has reappointed M/s. RCS & Company, Practicing Company Secretaries, as Secretarial Auditor for conducting Secretarial Audit of the Company for financial year 2015-16.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company continues to engage M/s. Gupta Sanjeev & Co., Chartered Accountants, (FRN: 005365N) as its Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. The Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them from time to time.

PERSONNEL AND INDUSTRIAL RELATIONS:

The Management - Employees relations remained cordial throughout the year. The results achieved during the year have been possible only with the dedication and hard work at all levels of workers, staff and executives of the Company.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of The Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

RELATED PARTY TRANSACTIONS:

All the related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business. There have been no materially significant related party transactions between the Company and the Key Managerial Personnel or other designated Persons, Promoters, Directors, the management or the relatives except for those disclosed in the financial statements which may have potential conflict with the interest of the company at large.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. None of the Independent Directors has any pecuniary relationships or transactions vis-…-vis the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has neither given/provided any Loans, Guarantees; nor it made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there are not any significant and material orders passed by the Regulators or Courts to the Company.

GENERAL:

Your Directors state that no reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

During the year, no women employee worked in your company, hence provision to frame Policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 was not applicable to your company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis of operations for the year under review, as stipulated under clause 49 of the listing agreement with the stock exchanges, is provided in Annexure-'I' forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given hereunder:

I. CONSERVATION OF ENERGY:

a) Energy Conservation measure taken: The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and savings of energy is achieved.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: No specific investment has been made.

c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production: Impact of measures taken not quantitative and as such can not be stated accurately.

II. TECHNOLOGY ABSORPTION:

Your Company has always been making best efforts towards technology absorption, adaption and innovation to improve the quality of its products being manufactured at its various units and to reduce the cost of production. The efforts on Research & Development is a continuous process but the expenditure can not be stated accurately. Further the Company has not procured imported technology.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of Section 134 (3)(c) of the Companies Act, 2013:

i. that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. that they had 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 the profit or loss of the Company for the year ended on that date; iii. that 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. that they had prepared the annual accounts for the financial year ended on 31st March,2015; v. that he 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; and vi. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere thanks and appreciation to the team of executives, staff members and workers at all levels for their co-operation, hard work, dedication and devotion. Our thanks are also due to the Bankers, Government Authorities and Business constituents for their continued support and co-operation extended from time to time to the Company.

                                   BY ORDER OF THE BOARD OF DIRECTORS

                                                                 Sd/- 

PLACE : LUDHIANA                                   (KAPIL KUMAR JAIN) 

DATED : 14.08.2015                                           CHAIRMAN