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Directors Report of Arcotech Ltd.
Mar 31, 2024
Your Directors have immense pleasure in presenting the 43rd Annual Report on the business and operations of the Company
together with Audited Statement of Accounts of your Company for the financial year ended onthe 31st March, 2024.
1. FINANCIAL SNAPSHOT
fR s. in rrnrpfii
|
PARTICULARS |
2023-24 |
2022-23 |
|
Sales |
0.00 |
0.00 |
|
Profit Before Interest, Depreciation & Tax (PBDIT) |
(133.57) |
(87.45) |
|
Less : Interest & Finance Charges |
24.60 |
21.73 |
|
Profit Before Depreciation & Tax (PBIT) |
(158.17) |
(109.17) |
|
Less : Depreciation |
10.54 |
10.98 |
|
Profit Before Tax (PBT) |
(168.71) |
(120.15) |
|
Less : Provision for Current Tax /Deferred Tax |
(25.11) |
(37.99) |
|
Profit After Tax (PAT) |
(143.6) |
(82.16) |
2. DIVIDEND
During the Period Company has incurred a loss of Rs. 143.6 crores, your Directors do not recommend any Dividend
for the year under review.
3. GENERAL RESERVES
There was no transfer to General Reserve during the year 2023-24.
4. BUSINESS AND OPERATIONS REVIEW
The Company has a well-equipped and an integrated manufacturing facility comprising of melting & casting to
rolling to manufacture Copper and Cu alloys like Brass, Phosphor Bronze, Leaded Brass, Cupro Nickel in the form
of strips, foils, sheets, ingots, rods, profiles, bus bars and forward integrated products such as terminals,
connectors, coin blanks, key blanks etc.
Company had embarked to transform itself from a Semi''s manufacturer to a Precision Component manufacturer
for supplying value added items to the Indian Industry, however, Company has faced losses due to inverted duty
structure and working capital problems and before Company can fulfill its objective its accounts became non¬
operational due to continued losses. Company had tried to restructure its accounts as per RBI guidelines but the
same could not be materialized because of the inordinate delay caused by Covid.
Since the restructuring could not be finalized and now the lenders are also not very keen for the same, Company
has given them the One Time Settlement proposal. The said proposal has been in principally accepted by the Joint
Lenders Forum but the final sanction of same needs to be approved by their respective sanctioning authorities for
Company to move ahead with its implementation and Company is expecting to receive the same soon.
There were no operations in the Company during the year under review and the Profit after Tax of the Company
has been (Rs. 143.59) Crores. Company had been one of the leading Non-Ferrous Engineering Company mainly in
Copper/Brass Strips and Foils in the past and still has potential to regain its business and once again make a mark
for itself in the industry. Company is trying its best to complete the OTS at the earliest so that it can resume
operations and can re-embark on the path of efficiency and profitability.
5. DIRECTORS AND KEY MANEGERIAL PERSONNEL
In pursuance with the provisions of Companies Act, 2013, Shri Radhanath Pattanayak, Executive Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re¬
appointment. In terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015, the details of the Director to be re¬
appointed are being provided in the notice of the ensuing Annual General Meeting.
The Board of the Company is constituted in accordance with the provisions of Companies Act, 2013 and rules made
there under and Regulation 17 of SEBI (LODR) Regulations, 2015.
Company has optimum combination of Board of Directors and no changes took place in the same during the year.
Completion of Tenure of Independent Directors: Tenure of Independent Directors Sh. Rameshwar Dayal Tayal and
Sh. Sham Lal Mohan is completing on 19th September, 2024 and they will cease to be Directors on Board of
Company from that date. Board had taken the note of same in their last meeting.
Change in Key Managerial Personnel:
a) No changes took place in the KMPs during the year.
6. BOARD DIVERSITY AND POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board,
among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional
experience and knowledge of the Board members necessary for achieving sustainable and balanced development.
Accordingly, the Board has adopted a policy on ''Nomination, Remuneration and Board Diversity'', which sets out
the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is
available on the Company''s website at http: / / www.arcotech.in/New14/NOMINATION.pdf and
http: / / www. arcotech. in/New14 / Policy-on-Board-Diversity.pdf is also annexed to this Report as Annexure-A.
Annual Board Evaluation and Familiarisation Programme for Independent Directors
The statement pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR)
Regulations, 2015 indicating the manner in which formal annual evaluation of the Directors, the Board and the
Board level Committees are given in the report on Corporate Governance, which forms part of this Annual Report.
A note on the familiarization programme adopted by the Company is available at Company''s website at the link:
http://www.arcotech.in/New14/Familiarisation-programmes-for-Independent-Directors.pdf
Declaration by Independent Directors
The Company has received necessary declaration from each independent director that he/ she meets the criteria of
independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s
code of conduct.
Registration in Independent Directors'' Data Bank: Mr. R D Tayal and Mr. S L Mohan are already registered in
Databank and they are exempted from passing of the proficiency test. However, the newly appointed Directors are
in the process of registration in the same and will also go through the proficiency test. In the opinion of the Board
of Directors of the Company all Independent Directors possess high integrity expertise and experience including
the proficiency required to discharge the duties and responsibilities as Directors of the Company.
7. AUDITORS AND AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/ s. Amit Joshi
& Associates (FRN: 004898N) have been appointed as Statutory Auditors for the second term of five years in the
AGM held on 29th September, 2021 and they shall hold office from the conclusion of the 40th Annual General
Meeting till the conclusion of the 45th Annual General Meeting to be held in the year 2026.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any
further comments.
8. COST AUDITOR
Company is outside the purview of Section 148 and Cost Audit is not applicable on Company and thus no
appointment of Cost Auditor has been made by Company.
9. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of your Company has appointed M/s A. Upadhyaya & Associates, Company Secretaries, Certificate of
Practice no. 4729 as Secretarial Auditor for conducting the secretarial audit of the Company for the financial year
2023-24 and to provide other certificates during the year.
The Secretarial Auditor has provided Secretarial Audit Report for the financial year 2023-24 and the same is
attached hereto as Annexure-B and is self-explanatory and do not call for any further comments.
10. REPORTING OF FRAUDS BY AUDITORS
During the Year under review, none of the Auditors have reported to the Audit Committee or to the Board, under
section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS
Your Board of Directors has taken note of the Auditor''s Report. Auditors have given their qualified opinion on the
Financial Statements. The restructuring of the Company''s business had been under consideration by the lenders.
Consequent to the filing of restructuring proposal with lenders, feasible TEV (techno economic viability)
study/reports of the operations of the Company was conducted by outside agency where in certain reliefs/
concessions have been envisaged to make the project viable. Included in there is relief in interest rates effective
from 01.11.2018. The Company has provided interest at the rates mentioned in TEV. This along with other
unprovided interest amounts to Rs. 2,569.10 lakhs (net of tax) for the current financial year. The Company is in the
process of settling the dues with the lenders towards which an amount of Rs. 705.00 lakhs has been deposited with
the bankers and financial institutions, for which final approval from some of the lenders is still awaited. In view of
the management''s expectation of successful outcome of above proposal and revival of its business, the financial
statements have been prepared on going concern basis. Further, the Directors are conscious to comply with all the
statutory requirements and also making continuous efforts to identify the areas where controls need to be
strengthened.
12. NUMBER OF MEETINGS OF THE BOARD
During the year under review, total 4 (Four) meetings of the Board were convened and held, the details of which
are given in the Report on Corporate Governance forming part of this report. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17(2) of SEBI (LODR)
Regulations, 2015.
Audit Committee: The Composition and function of Audit Committee of the Board of Directors of the Company is
disclosed in the Report on Corporate Governance, which forms part of this report.
13. VIGIL MECHANISM
The Company has established a vigil mechanism which incorporates a whistle blower policy in terms of the listing
regulations for directors and employees to report their genuine concerns. The objective of the policy is to create a
window for any person who observes an unethical behavior, actual or suspected fraud or violation of Company''s code
of conduct. Protected disclosures can be made by the whistle blower through an email or phone or a letter to the
chairman of the audit committee. The policy can be assessed from the Company''s website
www.arcotech.in/New14/WHISTLEBLOWERPOLICY.pdf
14. SUBSIDIARY & JOINT VENTURE
The Company has framed a policy for Determining material Subsidiaries. There is no subsidiary or Joint Venture of the
Company as on 31st March, 2024.
15. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(C) OF THE COMPANIES ACT,2013
The Board of Directors hereby confirms, in terms of Section 134(5) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures, if any;
b) That appropriate accounting policies have been selected and applied consistently, and made judgments and
estimates that are reasonable and prudent have been made 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.
c) 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.
d) That the Annual Accounts have been prepared on a going concern basis.
e) That the Directors have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and are operating effectively.
f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.
16. ANNUAL RETURN
In accordance with the provisions of section 134(3)(a) of the Companies Act, 2013, Annual Report will be placed on
Company''s website at www.arcotech.in
17. LISTING
The equity shares of your Company are listed with the BSE Ltd and National Stock Exchange of India Ltd.
18. DEPOSITS
During the Year under review, your Company has not accepted any deposit within the meaning of Section 73 and
74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
19. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, no company have become or ceased to be its subsidiaries, joint ventures or associate
Company.
20. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
Information under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014:
I. Conservation of Energy: Company had no active commercial production in the FY 2023-24 and thus there
was no energy consumption & conservation.
II. Technology Absorption, Adaptation and Innovation: Company had no active commercial production in the
FY 2023-24 and thus no new R&D has been undertaken. No new technology has been absorbed or imported
during the year.
B. Foreign Exchange Earnings and outgo
During the year under review, your Company has not dealt with foreign exchange earnings and outgo and the
Foreign Exchange earned in terms of actual inflows as well as outgo in terms of actual outflows is Nil.
C. Particulars of Employees
Information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, regarding
employees is a part of this report.
Disclosures regarding ratio of the remuneration of each Director to the median employee''s remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:
Managerial Remuneration:
i) The percentage increase in remuneration of each Director, CFO and CS in the financial year:
There was no increase in the remuneration of any of the Director and CFO.
There was an increase in the remuneration of CS during the year.
ii) The percentage increase in the median remuneration of employees in the financial year: Nil
iii) The number of permanent employees on the rolls of Company: 04 employees as on 31.03.2024
iv) Average percentile increase already made in the salaries of employees other than managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration: NIL
v) Comparison of the each remuneration of the Key Managerial personnel against the performance of
the Company:
|
WTD |
CFO |
CS |
|
|
Remuneration in FY 23-24 (Rs in Cr.) |
0.06 |
0.0587 |
0.0975 |
|
Revenue (Rs in Cr.) |
00.0 |
||
|
Remuneration as % of revenue |
NA |
NA |
NA |
|
Profit before Tax (PBT) (Rs in Cr.) |
(168.71) |
||
|
Remuneration (as % of PBT) |
NA |
NA |
NA |
vi) The key parameters for any variable component of remuneration availed by the Directors: There is no
such variable component
vii) The ratio of the remuneration of the highest paid director to that of the employees who are not Directors
but receive remuneration in excess of the highest paid director during the year: 0.060:0.097
viii) The Remuneration is as per the remuneration policy of the Company.
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|
S. No. |
Name & Designation |
Age (Years) |
Gross Remuneration (Rs.) |
Net Remuneration (Rs.) |
Total Experience |
Date of Commencement |
Last Employment |
|
1 |
Shri. R N Pattanayak |
64 |
6,00,000 |
6,00,000 |
38 |
18.12.2006 |
Business |
D. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the
current financial year and previous financial year and percentage increase over decrease in the market
quotations of the shares of the Company in comparison to the rate of previous year.
|
Particulars |
As at 31st March, |
As at 31st March, |
Variation (%) |
|
Closing Share Price |
2.34 (Face Value of Rs.2) |
2.34 (Face Value of Rs.2) |
NIL |
|
Market Capitalization (Rs in Crores) |
24.57 |
24.57 |
NIL |
|
P/E ratio (Market Value per share/EPS) |
(0.17) |
(0.30) |
43.33 |
Note: Shares were traded till 30th August, 2021 on Trade for Trade basis in Z group only on the first trading day of
every week. Thereafter trading has been temporarily suspended and discontinued. Above mentioned price and
values are taken as per last traded price of Company as on 30th August, 2021.
21. CORPORATE GOVERNANCE
A separate report of Board of Directors of the Company on Corporate Governance is included in the Directors
Report as Annexure-C and the Certificate from M/s A. Upadhyaya & Associates, Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as stipulated in Schedule V of SEBI (LODR),
Regulations, 2015 is attached to the report on Corporate Governance.
22. COMPLIANCE WITH SECRETARIAL STANDARD
Secretarial Standard 1 on Meetings of the Board of Directors and Secretarial Standard 2 on General Meetings, as
applicable, have been complied by the Company.
23. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at the meetings of the Board of directors of the Company.
The Company''s internal control systems are commensurate with the nature of its business and the size and
complexity of its operations. These are routinely tested and certified by statutory as well as internal auditors.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of corporate social responsibility as per Section 135 of the Companies Act, 2013 are not applicable on
Company and therefore, Annual Report on CSR activities as per Rule 8 of The Companies (Corporate Social
Responsibility Policy) Rules, 2014 do not form part of this report. However, Company has a duly formulated CSR
policy in place. Policy can be assessed from the Company Website http:// www.arcotech.in/New14/CSR.pdf.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review, Company has not given any loan, guarantee or investments under section 186 of the
Companies Act, 2013.
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY.
There have been no material changes and commitments, if any, 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.
27. RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the financial year, if any, were in the ordinary
course of business and on arm''s length basis. All related party transactions were entered with the prior approval of
the Audit Committee and periodically placed before the Committee and the Board for review. The details of the
transactions with related party as provided in the Company''s financial statements is in accordance with the
Accounting Standard. None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.
The Policy on the Related Party Transactions is available on the Company''s website at
http: / / www. arcotech. in/New14 / Policy-on-Materiality-of-and-dealing-with-Related-Party-Transaction. pdf
28. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
Copper, one of the important non-ferrous metals, has various industrial uses and demand for it is increasing
in India where the inventory and production of copper, though not comparable with developed countries,
shows an impressive growth rate. Company''s operations are currently under One Time Settlement with the
lenders. Company is looking forward to the implementation of OTS at the earliest to start its activities
afresh.
(b) Opportunities and Threats
Government focus on Aatmnirbhar Bharat will give boost to our industry. Government will have to take
adequate steps to provide level playing field to Indian Non- ferrous Manufacturers by taking mitigant steps
to nullify the impact of inverted duty effect.
(c) Operating Performance, Future Outlook etc.
There have been no operations in the Company during the year under review. Further, Company is looking
forward to completion of its ongoing One Time Settlement in near future so that operations can restart and
Company can resume its profitability.
(d) Adequacy of Internal Controls
The Company has a proper and adequate system of internal controls to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition and that all transactions are
authorized, recorded, and reported correctly. Independent Internal auditors conduct audit covering a wide
range of operational matters and ensure compliance with specified standards.
(e) Financial performance and operational performance
The Company had not carried any commercial production in the year and this lead to nil revenue in the
financials of Company. There are losses in the financials of Company because of the fixed basic regular
expenses and the provisions made by the Company. Company is trying its best to move ahead with the OTS
at priority.
(f) Human Resources/ Industrial Relations
Your Company has always acknowledged the commitment, competence and dedication of its employees at
all areas of business. The Company will continue to be committed to nurture, enhance and retain best talent
through investment in its people to upgrade their technical, domain and leadership capability. The
Company continuously innovates and customizes its Human Resource (HR) strategy to meet changing
employee need. The Company has always taken initiative for safety of employees and will continue to
implement regular safety audit, imparted machine safety training and deploying wearing of protective
equipments.
(g) Significant changes in Key Financial Ratios
The significant changes in the key financial ratio of the Company, which are more than 25% as compared to
the previous year, are as given below-
|
SR. No |
Particulars |
2023¬ 24 |
2022¬ 23 |
Changes |
Explanations |
|
i) |
Interest Coverage Ratio |
-5.86 |
-4.53 |
29% |
Interest Coverage Ratio was affected due to decline in |
|
ii) |
Operating |
0 |
0 |
-100% |
Revenue from operations is NIL during the year |
|
iii) |
Net Profit |
0 |
0 |
-100% |
Revenue from operations is NIL during the year |
|
iv) |
Change in |
0.71 |
1.38 |
-49% |
Due to increase in net loss during the year which results |
|
v) |
Trade |
0 |
0 |
-100% |
Revenue from operations is NIL during the year |
|
vi) |
Inventory |
0 |
0 |
-100% |
Revenue from operations is NIL during the year |
|
vii) |
Current Ratio |
0.17 |
0.41 |
-58% |
Due to increase in current liabilities and decrease in |
|
viii) |
Debt Equity |
-2.50 |
-8.27 |
-70% |
Due to increase in net loss during the year which results |
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern
status and Company''s operations in future.
30. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and
matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual
Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013".
During the financial year 2023-24, no such complaint was received under the policy.
31. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, no proceeding in the name of the Company is admitted in NCLT under Insolvency
and Bankruptcy Code, 2016. Also no new application has been made by the Company under the said code.
32. DETAILS REGARDING OTS DONE DURING THE YEAR
During the year under review, Company has not done any OTS with any lender. However, the ongoing OTS with
33. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control systems and procedures designed to effectively control the operations at its
corporate office, Head office and plant. The internal control systems are designed to ensure that the financial and other
records are reliable for the preparation of financial statements and for maintaining assets. The Company has well
designed Standard Operating Procedures.
Independent Internal Auditor conducts the internal audit covering a wide range of operational matters and ensures
compliance with specified standards. Planned periodic reviews are carried out by Internal Auditor. The findings of
Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the
Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied
with the adequacy and effectiveness of the Internal Controls and Systems followed by the Company.
34. ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees had enabled the Company to achieve the
forefront position of the Industry and Company hopes to again achieve the same in future. Your Company looks
upon them as partners in its progress and has shared with them the rewards of growth. Directors also take this
opportunity to thank all Investors, Banker, Clients, Vendors, Companies, Government authorities and Stock
Exchange(s) for their continued support.
For and on behalf of the Board
Sd/-
ARVIND KUMAR SAR AF
Place: New Delhi Chairman
Date: 13th August, 2024 DIN: 00057323
Mar 31, 2018
DIRECTORS'' REPORT
Dear Members,
The Directors have immense pleasure in presenting the 37th Annual Report on the business and operations of the Company together with Audited Statement of Accounts of your Company for the financial year ended the 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
(Rs._in_Crores)
|
PARTICULARS |
2017-2018 |
2016-2017 |
|
Sales |
784.22 |
819.38 |
|
Profit Before Interest, Depreciation & Tax (PBDIT) |
76.13 |
92.92 |
|
Less : Interest & Finance Charges |
64.06 |
46.84 |
|
Profit Before Depreciation & Tax (PBIT) |
12.07 |
46.08 |
|
Less : Depreciation |
7.75 |
6.06 |
|
Profit Before Tax (PBT) |
4.32 |
40.02 |
|
Less : Provision for Current Tax /Deferred Tax |
0.41 |
13.61 |
|
Profit After Tax (PAT) |
3.91 |
26.41 |
2. DIVIDEND
In view of the huge funds requirements for the smooth functioning of the company, your Directors do not recommend any Dividend for the year under review.
GENERAL RESERVES
There was no transfer to General Reserve during the year 2017-18.
3. BUSINESS AND OPERATIONS REVIEW
During the year under review, your Company has achieved sales of Rs. 784.22 crores with a EBIDTA of Rs. 76.13 Crores. Arcotech continues to be an innovative, process and system-oriented company. Arcotech in its efforts to further consolidate and expand its presence in the value added forward integrated products and added several OEM and tier 1 customers accross industries such as electrical, Automobiles, electronics and switchgear etc.
Addition of new equipment''s, have further strengthen the forward integrated product and stamping Division and company continuous develop new products and added several prestigious customers during the year. Continuous effort by our engineers and R & D center resulted in Arcotech achieving approvals of products in quick time with several OEMS.
Arcotech is the only vertically integrated company having Raw Material, Tool Room, Tool Design, Product Design, Plating, Quality and Validation Testing and of course stamping at an integrated facility. In addition to its expertise in Copper & Copperalloy flat products the company has emerged as one stop solution provider for customized components. This gives Arcotech a unique and distinct advantage.
Millions of people everyday use material processed by Arcotech in various forms and by numerous manufacturers of Electronic, Electrical/Power Transmission, Switchgear, HT Cables, Auto Components, Radiators, Keys & Locks, Zippers, Sanitary fittings, Torches, Coins and many more.
Arcotech continuously upgrade technology and adopt in the latest developments in the industry and has a 24,000 MTPA production capacity to manufacture Copper and Cu alloys like Brass, Phosphor Bronze, Leaded Brass, Cupro Nickel in the form of strips, foils, sheets, ingots, rods, profiles, bus bars and forward integrated products such as terminals, connectors, coin blanks, key blanks etc.
Moreover it is the only company having all three casting systems facilities namely, DC Casting, Continuous Casting, Batch Mould Casting as well as extrusion /conforming lines. The company''s integrated manufacturing facility comprises of melting & casting to rolling on advance 20HiMills to produce wide range of strips ranging from 0.035mm-12mm in thickness and from 4 mm to 406 mm in width with precise tolerances.
Arcotech continuously strive to increase the value addition by winding the product mix.
The company has over 200 Customers to whom the company is supplying its products consistently. Your company is proud to have leading companies of its field as its customers apart from prestigious orders from the Indian Mint and Indian Ordinance Factories.
4. DIRECTORS AND KEY MANEGERIAL PERSONNEL
In pursuance with the provisions of Companies Act, 2013, Shri Radha Nath Pattnayak, Whole Time Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. In terms of Regulation 36 of SEBI (LODR) Regulations, 2015, the details of the Director to be reappointed are being provided in the notice of the ensuing Annual General Meeting.
The Board of the Company is constituted in accordance with the provisions of Companies Act, 2013 and rules made there under and Regulation 17(1) of SEBI (LODR) Regulations, 2015.
None of the directors of the Company resigned from the board of the Company during the year under review.
Change in Key Managerial Personnel:
a) During the Year, Shri Akshaya Kumar Biswal was appointed as the Chief Financial Officer (KMP) of the Company w.e.f 27th November, 2017.
5. BOARD DIVERSITY AND POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board has adopted a policy on ''Nomination, Remuneration and Board Diversity'', which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company''s website at http://www.arcotech.in/New14/NOMINATION.pdf and http://www.arcotech.in/New14/ Policy-on-Board-Diversity.pdf is also provided in the Corporate Governance Report which forms part of this Report.
Annual Board Evaluation and Familiarization Programme for Independent Directors
The statement pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) SEBI(LODR) Regulations,
2015 indicating the manner in which formal annual evaluation of the Directors, the Board and the Board level Committees are given in the report on Corporate Governance, which forms part of this Annual Report. A note on the familiarization programme adopted by the Company is available at Company''s website http://www.arcotech.in/New14/Familiarisation-programmes-for-Independent-Directors.pdf
Declaration by Independent Directors
The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Reg.16(1)(b) and Reg. 25 of SEBI (LODR) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.
6. AUDITORS AND AUDITORS REPORT
The Auditors of the Company, M/s. Amit Joshi & Associates (FRN:004898N) Chartered Accountants hold office until the conclusion of 40th Annual General Meeting (AGM) of the Company subject to ratification of their appointment by the Members of the Company at every AGM.
The Auditors have confirmed their eligibility to the effect that ratification of their appointment, if made, would be within the prescribed limit under the Companies Act, 2013 and that they are not disqualified for ratification of their appointment. The Board of Directors on recommendation of the Audit Committee propose the ratification of appointment of M/s.Amit Joshi & Associates (FRN:004898N), Chartered Accountants, as Statutory Auditors of the Company at the forthcoming AGM.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and donot call for any further comments.
7. COST AUDITOR
The Board of your Company has appointed M/s S S Chug & Co., Cost Accountants, registration no. 101595 for conducting the audit of cost records of the Company for the financial year 2018-19.
8. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of your Company has appointed M/s A. Upadhyaya & Associates, Company Secretaries, Certificate of Practice no. 4729 for conducting the secretarial audit of the Company for the financial year 2018-19. The secretarial auditor''s report for the financial year 2017-18 is attached and self-explanatory and do not call for any further comments.
9. NUMBER OF MEETINGS OF THE BOARD
During the year under review, there were total 10 (Ten) meetings of the Board were convened and held, the details of which are given in the Report on Corporate Governance, which is a forming part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Reg.17(2) of SEBI (LODR) Regulations, 2015.
Audit Committee
The Composition and function of Audit Committee of the Board of Directors of the Company is disclosed in the Report on Corporate Governance, which is forming part of this report.
10. VIGIL MECHANISM
The Company has a established vigil mechanism which incorporates a whistle blower policy in terms of the listing agreement for directors and employees to report their genuine concerns. The objective of the policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud or violation of Company''s code of conduct. Protected disclosures can be made by the whistle blower through an email or phone or a letter to the chairman of the audit committee. The policy can be assessed from the Company''s website http://www.arcotech.in/ New14/WHISTLEBLOWERPOLICY.pdf.
11. SUBSIDIARY
The Company has framed a policy for Determining material Subsidiaries. There is no subsidiary of the company as on 31st march, 2018.
12. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(C) OF THE COMPANIES ACT,2013
The Board of Directors hereby confirms, in terms of Section 134(5) of the Companies Act, 2013:
a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
b) That appropriate accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent have been made 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.
c) 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.
d) That the Annual Accounts have been prepared on a going concern basis.
e) That the Directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.
f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
13. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is given as Annexure-B of this report.
14. FIXED DEPOSITS
During the Year under review, your Company has not accepted any fixed deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
15. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - ''A'' -FormA.
B. Foreign Exchange Earnings and outgo
During the year under review, your Company has dealt with foreign exchange earnings and outgo, pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - ''A'' -Form B.
C. Particulars of Employees
Information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, regarding employees is given in the Annexure to the Directors'' Report.
Disclosures regarding ratio of the remuneration of each Director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under :-Managerial Remuneration:
i) The Ratio of the remuneration of Directors to the Median remuneration of the employees of the Company for the year 2017-18:
- Executive Director: Mr. RN Pattanayak-18.52:1
ii) The percentage increase in remuneration of each Director, CFO and CS in the financial year:
There was no increase in the remuneration of any of the Director and CFO. Increase in remuneration of Company Secretary Shri Krishan Kumar Mishra by 43.11%.
iii) The percentage increase in the median remuneration of employees in the financial year: 10.20%
iv) The number of permanent employees on the rolls of Company: 193 employees as on 31.03.2018
v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate of previous year.
|
Particulars |
As at 31st March, 2018 |
As at 31st March, 2017 |
Variation (%) |
|
Closing Share Price |
33.50 (Face Value of Rs. 2) |
104.90 (524.50 @Face Value of Rs. 10) |
-68.06 |
|
Market Capitalization (Rs in Crores) (Market Value per share *No. of Outstanding Shares) |
371.75 |
1101.45 |
-66.24 |
|
P/E ratio (Market Value per share/EPS) |
90.54 |
41.69 |
117.17 |
vi) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average salary increase of non-managerial employees is 9.98% average salary increase of managerial employees is 12.17%. there are no exceptional circumstances in increase in managerial remuneration.
vii) Comparison of the each remuneration of the Key Managerial personnel against the performance of the Company:
|
WTD |
CFO* |
CS |
|
|
Remuneration in FY 18 (Rs in Cr.) |
0.42 |
0.085 |
0.097 |
|
Revenue (Rs in Cr.) |
763.97 |
||
|
Remuneration as % of revenue |
0.055% |
0.011% |
0.013% |
|
Profit before Tax (PBT) (Rs in Cr.) |
4.32 |
||
|
Remuneration (as % of PBT) |
9.72% |
1.97% |
2.24% |
|
*a)During the Year, Shri Akshaya Kumar Biswal was appointed as the Chief Financial Officer (KMP) of the Company w.e.f 27th November, 2017. |
|||
viii) The key parameters for any variable component of remuneration availed by the Directors: There is no such variable component
ix) The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year: NONE
x) The Remuneration is as per the remuneration policy of the Company.
16. CORPORATE GOVERNANCE
A separate report on Board of Directors of the Company on Corporate Governance is included in the Annual Report and the Certificate from M/s A. Upadhyaya & Associates Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated in Schedule V of SEBI (LODR), Regulations, 2015 is attached to the report on Corporate Governance.
17. RISK MANAGEMENT POLICY
The company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at the meetings of the board of directors of the company.
The company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as internal auditors.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company has been committed towards the society at large. A separate note on the policy is a part of this report. The Company has duly formulated CSR policy in place. Policy can be assessed from the Company Website http:// www.arcotech.in/New14/CSR.pdf.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loan, guarantee or investments under section 186 of the Companies Act, 2013
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments, if any, 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.
RELATED PARTY TRANSACTIONS
During the year, the Company had not entered into any arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions and accordingly, the disclosure of Related Party Transactions in Form AOC 2 is not applicable.
The Policy on the Related Party Transactions is available on the Company''s website at http: / / www.arcotech.in/New14/ Policy-on-MateriaIity-of-and-deaIing-with-Related-Party-Transaction.pdf.
Details of related party transactions have been disclosed in notes to the financial Statements.
21. MANAGEMENT DISCUSSION AND ANALYSIS (a) Industry Scenario & Future Challenges
During the year, Industrial Output of the economy has been sluggish; primarily because of Demonetization drive of government and higher interest rates in macroeconomic concerns. However, your Company''s approach of diversification of customer base has helped it to maintain steady growth. During the year, a risk analysis assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.
(b) Human Resources/ Industrial Relations
Your Company acknowledges the commitment, competence and dedication of its employees at all areas of business. The Company is committed to nurture, enhance and retain best talent through investment in its people to upgrade their technical, domain and leadership capability. To retain leadership position, the Company continuously innovates and customizes its Human Resource (HR) strategy to meet changing employee need. The Company has taken initiative for safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipment''s.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded, and reported correctly. Independent Internal auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards.
(d) Operating Performance, Future Outlook etc.
The foregoing paragraphs under the head - Financial Results, Operations, and Future Outlook have discussed and analyzed other requisite issues mentioned in SEBI (LODR), Regulations, 2015.
(e) Opportunities and Threats
Government focus on Non-ferrous Industry and implementation of GST will give boost to nonferrous industry. However Govt. will have to take adequate steps to provide level playing field to Indian Non-ferrous Manufacturers by taking mitigant steps to nullify the impact of inverted duty effect.
22. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and Matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual
Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013".
During the financial year 2017-18, no complaint was received under the policy.
23. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control systems and procedures designed to effectively control the operations at Its corporate office, Head office and plants. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures.
Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the Company.
24. ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. Directors also take this opportunity to thank all Investors, Banker, Clients, Vendors, Companies, Government authorities and Stock Exchange(s) for their continued support.
On behalf of the Board For Arcotech Limited
Place: New Delhi (Arvind Kumar Saraf)
Date: 06th August, 2018 Chairman
DIN: 00057323
Mar 31, 2015
Dear Members,
The Directors have immense pleasure in presenting the 34th Annual
Report on the business and operations of the Company together with
Audited Statement of Accounts of your Company for the financial year
ended the 31st March, 2015.
1. FINANCIAL HIGHLIGHTS
(Rs. in Crores)
PARTICULARS 2014-2015 2013-2014
Sales 736.45 702.45
Profit Before Interest, Depreciation
& Tax (PBDIT) 86.90 86.18
Less : Interest & Finance Charges 31.39 31.62
Profit Before Depreciation & Tax (PBIT) 55.51 54.55
Less : Depreciation 3.74 3.87
Profit Before Tax (PBT) 51.77 50.68
Less : Provision for Current Tax /Deferred Tax 18.01 17.58
Profit After Tax (PAT) 33.76 33.10
2. DIVIDEND
In view of the adequate profits earned by the Company, your Directors
have recommended dividend of Re. 1/- per share on equity shares at the
face value of Rs. 10/- each for the financial year ended 31st March,
2015
3. BUSINESS AND OPERATIONS REVIEW
During the year under review, your Company has achieved gross sales of
Rs.736.45 crores as compared to Rs 702.45 crores in the previous year.
In terms of productivity, the Company has achieved a growth of approx.
15% vis a vis previous year, however, the growth could not be reflected
into monetary terms because of lower LME during last two quarters of
the financial year.
The Company achieved a positive growth on the basis of diversified
portfolio of product offering range and non- dependence on any
particular industrial segment. The company has visualized the need of a
forward integration to enable it to move up in the value addition chain
and to meet the changing requirements of its customers. The ongoing
capex would further provide your Company to serve varied product
requirements of its customers and shall be able to provide material in
the form of end use products like terminals, connectors to electrical
and automobile sector customers, coin blanks to Mint, cups for defence
establishments along with conventional strips, foils and coils of
different alloys being produced by the company. The Current capex cost
of Rs 110.00 crores has been funded by way of long term funds from
financial institutions and internal accruals. The equipment and
machineries are being procured from the best equipment manufacturers
across the world.
The work on the proposed Greenfield project is underway. The Company is
also proposing to issue securities through QIP for an amount not
exceeding Rs. 300 crores to meet its long term requirement.
4. DIRECTORS
In pursuance with the provisions of Companies Act, 2013, Shri R N
Pattanayak, Whole Time Director of the Company who retires by rotation
at the ensuing Annual General Meeting and being eligible offers himself
for re-appointment. In terms of Clause 49 of the Listing Agreement with
the Stock Exchange(s), the details of the Director to be re-appointed
are being provided in the notice of the ensuing Annual General Meeting.
The Board of the Company is constituted in accordance with the
provisions of Companies Act, 2013 and rules made there under and
revised clause 49 of the listing agreement. During the year, Shri
Rishabh Saraf, Non Executive Non Independent Director and Mr.
S.L.Mohan, Independent Director have joined the board of the company.
None of the directors of the Company resigned from the board of the
Company during the year under review.
5. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policy of the Company on the appointment and remuneration of the
Directors, Key Managerial Personnel and Senior Executives of the
Company including criteria for determining qualifications, positive
attributes, independence of a Director and other related matters under
section 178(3) of the Companies Act, 2013 has been provided in the
Corporate Governance Report which forms part of this Report.
Further the policy also indicates the manner of the performance
evaluation of the Independent directors, board and committees and other
Independent directors which includes criteria for performance
evaluation of Non Independent directors and Executive directors.
The statement pursuant to the provisions of the Companies Act, 2013 and
revised clause 49 of the listing agreement indicating the manner in
which formal annual evaluation of the Directors, the Board and the
Board level Committees are given in the report on Corporate Governance,
which forms part of this Annual Report.
The company has received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013 that he/ she
meets the criteria of independence laid down in section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
6. AUDITORS AND AUDITORS REPORT
M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra
Street, Kolkata-700001, Statutory Auditors of the Company, hold office
till the conclusion of the ensuing Annual General meeting and are
eligible for re-appointment.
The Company has received Peer Review Certificate along with the
Certificate from the auditors to the effect that their re-appointment,
if made, would be within the limit prescribed under Section 141(3)(g)
of the Companies Act, 2013 and they are not disqualified for
re-appointment . The Board of your Company recommends their
re-appointment.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditor's report does not contain any qualifications, reservations or
adverse remarks or disclaimers.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review
7. COST AUDITOR
The Board of your Company has appointed M/s SS Chug & Co., Cost
Accountants, registration no. 101595 for conducting the audit of cost
records of the Company for the financial year 2015-16.
8. SECRETARIAL AUDITORS
The Board of your Company has appointed M/s A. Upadhyaya & Associates,
Company Secretaries, registration no. 4729 for conducting the
secretarial audit of the Company for the financial year 2015-16. The
secretarial auditor's report for the financial year 2014-15 does not
contain any qualifications, reservations or adverse remarks or
disclaimers.
9. NUMBER OF MEETINGS OF THE BOARD
During the year under review, there were total 6 (Six) meetings of the
Board were convened and held, the details of which are given in the
Report on Corporate Governance, which is a forming part of this report.
The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and revised clause 49 of the
Listing Agreement.
Audit Committee
The Composition and function of Audit Committee of the Board of
Directors of the Company is disclosed in the Report on Corporate
Governance, which is forming part of this report.
10. VIGIL MECHANISM
The Company has established a vigil mechanism which incorporates a
whistle blower policy in terms of the listing agreement for directors
and employees to report their genuine concerns. The objective of the
policy is to create a window for any person who observes an unethical
behavior, actual or suspected fraud or violation of Company's code of
conduct. Protected disclosures can be made by the whistle blower
through an email or phone or a letter to the chairman of the audit
committee. The policy can be assessed from the Company's website
www.arcotech.in.
11. SUBSIDIARY
As on 31st March, 2015 the Company is having only one subsidiary with a
name Arcotech International, Hongkong. However, the Company has not
yet commenced it economic activities.
12. DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(C) OF THE
COMPANIES ACT, 2013
The Board of Directors hereby confirms, in terms of Section 134(5) of
the Companies Act, 2013:
a) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
b) That appropriate accounting policies have been selected and applied
consistently, and made judgments and estimates that are reasonable and
prudent have been made 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.
c) 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.
d) That the Annual Accounts have been prepared on a going concern
basis.
e) That the Directors have laid down internal financial controls to be
followed by the company and such internal financial controls are
adequate and are operating effectively.
f) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
13. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of section 134(3)(a) of the Companies
Act, 2013 an extract of the Annual Return in Form MGT-9 is given as
Annexure-B of this report.
14. FIXED DEPOSITS
During the Year under review, your Company has not accepted any fresh
deposit within the meaning of Section 73 and 74 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014
15. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology
Absorption as required to be disclosed under Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure - 'A' -Form A.
B. Foreign Exchange Earnings and outgo
During the year under review, your Company has dealt with foreign
exchange earning and outgo, pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure - 'A' -Form B.
C. Particulars of Employees
Information in accordance with the provisions of Section 197of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Persons) Rules, 2014, as amended,
regarding employees is given in the Annexure to the Directors' Report.
Disclosures regarding ratio of the remuneration of each Director to the
median employee's remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are as under :-
Managerial Remuneration:
i) The Ratio of the remuneration of Directors to the Median
remuneration of the employees of the Company for the year 2014-15:
- Non Executive & Independent: 1.64:1
- Executive Director : Mr. RN Pattanayak - 11.04:1
ii) The percentage increase in remuneration of each Director, CS in the
financial year:
There was no increase in the remuneration of any of the Director or CS
during the financial year.
iii) The percentage increase in the median remuneration of employees in
the financial year: 11.69%
iv) The number of permanent employees on the rolls of Company:222
employees
v) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company:
The remuneration of the two KMP's in the Company i.e, the Whole time
Director and CS remain unchanged.
vi) Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate of previous year.
Particulars As at 31st As at 31st Variation(%)
March,2015 March,2014
Closing Share Price 342.60 176.30 94.33
Market Capitalization
(Rs in Crores)
(Market Value per share
*No. of Outstanding Shares) 719.46 370.23 94.33
P/E ratio
(Market Value per share/EPS) 21.32 10.81 97.41
vii) average percentile increase already made in the salaries
of employees other than managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration :
There has been no increase in the remuneration of KMP's during the
financial year.
viii) Comparison of the each remuneration of the Key
Managerial personnel against the performance of the Company:
WTD CS
Remuneration in FY 15(Rs vin Cr.) 0.30 0.10
Revenue(Rs in Cr.) 655.79
Remuneration as % of revenue 0.045% 0.015%
Profit before Tax (PBT) (Rs in Cr.) 51.52
Remuneration (as % of PBT) 0.58% 0.19%
ix) the key parameters for any variable component of remuneration
availed by the Directors: There is no such variable component
x) The ratio of the remuneration of the highest paid director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid director during the year: NONE
xi) The Remuneration is as per the remuneration policy of the Company.
16. CORPORATE GOVERNANCE
The report on Corporate Governance and the Certificate from the
Auditors of the Company confirming compliance with the conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement is attached to the report on Corporate Governance.
17. RISK MANAGEMENT POLICY
The company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the board of directors of the company.
The company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by statutory as well as internal
auditors.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company has duly formulated CSR policy in place. The Company has
been committed towards the society at large. A separate note on the
policy is a part of this report. Policy can be assessed from the
Company Website www.arcotech.in.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loan, guarantee or investments under
section 186 of the Companies Act, 2013
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY.
There have been no material changes and commitments, if any, 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.
21. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
During the year, Industrial Output of the economy has been sluggish;
primarily because of higher interest rates in macroeconomic concerns.
However, your Company's approach of diversification of customer base
has helped it to maintain steady growth.
(b) Human Resources / Industrial Relations
Your Company acknowledges the commitment, competence and dedication of
its employees at all areas of business. The Company is committed to
nurture, enhance and retain best talent through investment in its
people to upgrade their technical, domain and leadership capability. To
retain leadership position, the Company continuously innovates and
customizes its Human Resource (HR) strategy to meet changing employee
need.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to
ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and that all transactions are
authorized, recorded, and reported correctly.
(d) Operating Performance, Future Outlook etc.
The foregoing paragraphs under the head - Financial Results,
Operations, and Future Outlook have discussed and analyzed other
requisite issues mentioned in Clause 49 of the Listing Agreement.
22. ACKNOWLEDGMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the Industry. Your Company looks
upon them as partners in its progress and has shared with them the
rewards of growth. Directors also take this opportunity to thank all
Investors, Banker, Clients, Vendors, Companies, Government authorities
and Stock Exchange(s) for their continued support.
On behalf of the Board
For Arcotech Limited
Place : New Delhi (Arvind Kumar Saraf)
Date : 8th August, 2015 Chairman
DIN : 00057323
Mar 31, 2014
Dear Members,
The Directors have immense pleasure in presenting the 33rd Annual
Report on the business and operations of the Company together with
Audited Statement of Accounts of your Company for the financial year
ended the 31st March, 2014.
1. FINANCIAL HIGHLIGHTS
(Rs. in Crores)
PARTICULARS 2013-2014 2012-2013
Sales 702.45 412.36
Profit Before Interest, Depreciation & Tax 86.18 48.90
(PBIDT)
Less : Interest & Finance Charges 31.63 15.39
Profit Before Depreciation & Tax (PBDT) 54.55 33.51
Less : Depreciation 3.87 2.79
Profit Before Tax (PBT) 50.68 30.72
Less : Provision for Current Tax /Deferred Tax 17.58 7.81
Profit After Tax (PAT) 33.10 22.91
Key Financial Indicators
PARTICULARS 2013-2014 2012-2013
OPBDITA/ OI 14.6% 14.0%
ROCE 29.1% 24.9%
RONW 27.5% 25.2%
2. DIVIDEND
Your Directors have recommended dividend of Re. 1/- per share on equity
shares at the face value of Rs. 10/- each for the financial year ended
31st March, 2014
3. BUSINESS AND OPERATIONS REVIEW
Your Company has continued its growth story during fiscal 2014 and
achieved 70% growth in turnover, crossing Rs 700 crore turnovers during
the year. The operating profit grew by 69% to Rs 49.39 crores from Rs
29.16 crores during the previous year. The EPS of the Company also grew
from 11.43 to 15.76 while achieving CAGR of more than 47% during last
five years. During the year under review, your company has successfully
executed the India Government Mint order for Rs. 5/- coin. The Company
has also started regular supplies to various ordnance factories i.e.
Katni, Khirki, Warangaon & Ambernath etc.
To further widen the product range as well as value addition, the
company is looking to manufacture plated material as well as coin
blanks & bullet cups. This will be a step towards forward integration
and therefore improve margins.
Shareholders will be glad to note that your Company is contemplating to
setup a green field project in the state of Gujarat, India to
manufacture Aluminum semis. This will be an integrated facility and
will prove to be a synergy to our Copper unit. Your Company is in
advanced stage of discussion with all the stakeholder involved for
setting up this plant. Aluminum demand has been growing at 10% CAGR
since last 5 years and is expected to grow at 15-17% for the next five
years. Since, Arcotech has strong team with knowledge of melting &
casting of non ferrous metals and enjoys established credibility in
copper and copper based alloy material market with strong customer as
well as supply chain relationship, the setting up of Aluminum plant
would be complemented by existing business activity of the company.
4. DIRECTORS
In pursuance with the provisions of Companies Act, 1956, Shri Rameshwar
Dayal Tayal who retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment as
director not liable to retire by
rotation . In terms of Clause 49 of the Listing Agreement with the
Stock Exchange(s), the details of the Director to be re-appointed are
being provided in the notice of the 33rd Annual General Meeting.
During the year, Shri Maninder Kohli, Non Executive-Non Independent
director, Shri Suresh Thakur, Independent director and Ms Sonia Dube,
Independent Women director have joined the board of the Company. In
terms of Clause 49 of the Listing Agreement with the Stock Exchange(s),
the details of these Directors have provided in the notice of the 33rd
Annual General Meeting.
During the year under review, Shri. Gautam Khaitan, Independent
Director of the company resigned from the Board and Audit Committee &
Remuneration Committee of the Company with effect from 22.11.2013. The
Board placed on record its appreciation for the invaluable contribution
made by him during his tenure and association with the company.
5. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956 The Board of Directors hereby confirms, in terms of
Section 217(2AA) of the Companies Act, 1956:
a) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
b) That appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that are reasonable and
prudent have been made 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.
c) 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Annual Accounts have been prepared on a going concern
basis.
6. FIXED DEPOSITS
During the Year under review, your Company has not accepted any fresh
deposit within the meaning of Section 58A and 58B of the Companies Act,
1956
7. AUDITORS'' REPORT AND AUDITORS
M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra
Street, Kolkata-700001, Statutory Auditors of the Company, hold office
till the conclusion of the 33rd Annual General meeting and are eligible
for re-appointment.
The Company has received Peer Review Certificate along with the
Certificate from the auditors to the effect that their re-appointment,
if made, would be within the limit prescribed under Section 141(3)(g)
of the Companies Act, 2013 and they are not disqualified for
re-appointment . The Board of your Company recommends their
re-appointment to hold office till the conclusion of the next Annual
General Meeting (AGM) of the Company.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
8. LISTING OF SHARES
As shareholders are already aware, Company''s shares are listed at
Bombay Stock Exchange (BSE). Now, the equity shares of the company are
also listed on the National Stock Exchange of the India Limited (NSE)
with effect from April 16, 2014 vide their letter dated April 11, 2014
bearing Ref No.: NSE/LIST/236029-W.
9. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology
Absorption as required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
annexed herewith as Annexure - ''A''.
B. Foreign Exchange Earnings and outgo
During the year under review, your Company has dealt with foreign
exchange earning and outgo, pursuant to section 217(1)(e) of the
Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of
Particulars in Report of Board of Directors) Rules, 1988, is annexed
herewith in ''Form-B''.
C. Particulars of Employees
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies Particulars of Employees
Rules, 1975, as amended, regarding employees is given in the Annexure
to the Directors'' Report.
10. CORPORATE GOVERNANCE
A report on Corporate Governance together with a certificate from the
practicing company secretary as per Clause 49 of the Listing Agreement
is given separately in the Annexure-B which forms part of this Report.
11. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors has constituted a committee under Section-135 of
the Companies Act, 2013 to be named as Corporate Social Responsibility
Committee (CSR) to undertake the CSR activities as per the Schedule VII
of the Companies Act, 2013. The terms of reference of the CSR Committee
are as per the provisions of the Companies Act, 2013. Shri Arvind Kumar
Saraf shall act as chairman of the committee.
The composition of CSR Committee is as Follows:-
NAME OF THE DIRECTOR CATEGORY
Shri Arvind Kumar Saraf Non Independent, Non Executive
Shri Radha Nath Pattanayak Executive
Shri Rameshwar Dayal Tayal Independent
Your Company always endeavors towards woman empowerment, their safety
and respect in the society. Your Company has a policy to evolve
strategies of education and empowerment of women so as to enable them
to participate as equal citizens in the society.
As a responsible corporate citizen, your Company has a work environment
policy covering health, safety and workplace environment. Arcotech
subscribes to protecting the environment and to minimizing impact of
its manufacturing process on the environment by proper installation of
chimneys in the factory. Your Company has adopted a value-based
approach to corporate sustainability management by incorporating
environmental and social aspects.
Your Company assures all stakeholders that it will continue to comply
with its social responsibilities in future as well.
12. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
Industrial output has shown some sign of recovery and your company is
hopeful that with the improvement in micro as well as macroeconomic
indicators, rate of interest would see a downward trend and
accordingly, it is expected that the industrial scenario will improve.
(b) Human Resources / Industrial Relations
Your Company acknowledges the commitment, competence and dedication of
its employees at all areas of business. The Company is committed to
nurturing, enhancing and retaining best talent through investment in
its people to upgrade their technical, domain and leadership
capability. To retain leadership position, the Company continuously
innovates and customizes its Human Resource (HR) strategy to meet
changing employee need.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to
ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and that all transactions are
authorized, recorded, and reported correctly.
(d) Operating Performance, Future Outlook etc.
The foregoing paragraphs under the head - Financial Results,
Operations, and Future Outlook have discussed and analyzed other
requisite issues mentioned in Clause 49 of the Listing Agreement.
13. ACKNOWLEDGMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the Industry. Directors also take
this opportunity to thank all Investors, Clients, Vendors, Banks,
Government authorities and Stock Exchange(s) for their continued
support.
On behalf of the Board
For Arcotech Limited
Place : New Delhi (Arvind Kumar Saraf)
Date : 12 August, 2014 Chairman
Mar 31, 2013
Dear Members,
The Directors take pleasure in presenting the 32nd Annual Report with
the Audited Statement of Accounts of your Company for the Financial
Year ended the 31st March, 2013.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
PARTICULARS 2012-2013 2011-2012
Sales 41235.98 27846.44
Profit Before Interest,
Depreciation & Tax (PBDIT) 4890.03 3876.55
Less : Interest & Finance Charges 1538.58 1345.48
Profit Before Depreciation
& Tax (PBIT) 3351.45 2531.08
Less : Depreciation 279.38 222.77
Profit Before Tax (PBT) 3072.07 2308.30
Less : Provision for
Current Tax /Deferred Tax 781.47 534.35
Profit After Tax (PAT) 2290.60 1773.96
2. DIVIDEND
In view of the future plans of the company in relation to the
expansion, your Directors do not recommended any Dividend for the year
under review.
3. BUSINESS AND OPERATIONS REVIEW
As you are aware your Company is one of the leading manufacturers of
non ferrous semis in India. During the year under review, your Company
has received prestigious order worth more than Rs 361 Crores from India
Government Mint through global tender for supply of Nickel Brass for
manufacturing of Rs 5/- Coin blanks.
The capex plan which was initiated last year has helped the Company to
produce bigger billets and to obtain larger coil weights as per
international market requirement and at the same time enabled Company
to bring better economies of scales and to reduce cost of production
per unit . The installed capacity of the plant has also doubled to
24000 MTPA.
4. DIRECTORS
In pursuance with the provisions of Companies Act, 1956, Shri Gautam
Khaitan retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment. In terms of Clause 49
of the Listing Agreement with the Stock Exchange, the details of the
Director to be re-appointed are being provided in the notice of the
ensuing Annual General Meeting.
5. FIXED DEPOSITS
During the Year under review your Company has not accepted any fresh
deposit within the meaning of Section 58A and 58B of the Companies Act,
1956.
6. AUDITORS'' REPORT AND AUDITORS
The Notes to Accounts, forming part of Balance Sheet as at 31st March,
2013 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors'' Report are self explanatory.
M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra
Street, Kolkata-700001, Auditors of the Company who will retire at the
conclusion of this Annual General Meeting, are eligible for
re-appointment. The Company has received Peer Review Certificate along
with the Certificate from the auditors to the effect that their
appointment, if made, would be within the limit prescribed under
Section 224 (IB) of the Companies Act, 1956. The Board of your Company
recommends their re-appointment.
7. LISTING AND DEMAT OF SHARES
Pursuant to the approval of share holders in an Extra Ordinary General
Meeting held on 16th March, 2013, the Company had received an amount of
Rs 5.10 Crores from promoters towards the issuance of 1000000 equity
shares having face value of Rs 10/- per share of the Company at a
premium of Rs 41/- per equity share aggregating to Rs 51/- per share on
preferential issue basis. The allotments of shares were made on 3rd
April, 2013 and have been listed at BSE.
The Equity Shares of the Company are available in dematerialized form
with NSDL & CDSL. The ISIN number of the Company is INE574I01027.
8. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology
Absorption as required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
annexed herewith as Annexure - ''A''.
B. Foreign Exchange Earnings and outgo
During the year under review, your Company has dealt with foreign
exchange earning and outgo, pursuant to section 217(1)(e) of the
Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of
Particulars in Report of Board of Directors) Rules, 1988, is annexed
herewith in ''Form-B''.
C. Particulars of Employees
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies Particulars of Employees
Rules, 1975, as amended, regarding employees is given in the Annexure
to the Directors'' Report.
9. CORPORATE GOVERNANCE
A report on Corporate Governance together with a certificate from the
Auditors of the Company as per Clause 49 of the Listing Agreement is
given separately in the Annexure-B which forms part of this Report.
10. CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen and a respected manufacturing
enterprise, your Company understands its responsibility towards the
society. During the year, a free eye checkup camp was organized at our
manufacturing facility at Bawal. The camp was inaugurated by Estate
Officer, HSIIDC Bawal and was open for all the people of the area.
Qualified eye specialist doctors from reputed Vasan Eye Care Hospital,
New Delhi conducted the eye check up using state-of-the-art technology
machine and methods accompanied by careful guidance to take care of
eyes. Arcotech group has started a venture with a name Arcotech
Uniexpat Limited for the purpose of nurturing talent of students across
the world. Your Company assures all stakeholders that it will continue
to comply with its social responsibilities in future as well.
11. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
During the year, Industrial Output of the economy has been sluggish;
primarily because of higher interest rates in macroeconomic concerns.
However, your Company''s approach of diversification of customer base
has helped it to maintain steady growth.
(b) Human Resources / Industrial Relations
Your Company acknowledges the commitment, competence and dedication of
its employees at all areas of business. The Company is committed to
nurturing, enhancing and retaining best talent through investment in
its people to upgrade their technical, domain and leadership
capability. To retain leadership position, the Company continuously
innovates and customizes its Human Resource (HR) strategy to meet
changing employee needs.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to
ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and that all transactions are
authorized, recorded, and reported correctly.
(d) Operating Performance, Future Outlook etc.
The foregoing paragraphs under the head - Financial Results,
Operations, and Future Outlook have discussed and analyzed other
requisite issues mentioned in Clause 49 of the Listing Agreement.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms, in terms of Section 217(2AA) of
the Companies Act, 1956:
i) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any.
ii) That appropriate accounting policies have been selected and applied
them consistently, and, judgments and estimates that are reasonable and
prudent have been made 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 have taken proper and sufficient care has been
taken for 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.
iv) That the Annual Accounts have been prepared on a going concern
basis.
13. ACKNOWLEDGMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the Industry. Your Company looks
upon them as partners in its progress and has shared with them the
rewards of growth.
Directors also take this opportunity to thank all investors, clients,
vendors, banks, government authorities and stock Exchange for their
continued support.
On behalf of the Board
For Arcotech Limited
Place : New Delhi (Arvind K Saraf)
Date : 16th July, 2013 Chairman
Mar 31, 2012
The Directors take pleasure in presenting the 31st Annual Report with
the Audited Statement of Accounts of your Company for the Financial
Year ended the 31st March, 2012.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
PARTICULARS 2011-2012 2010-2011
Sales & Other Income 27846.44 22265.33
Profit Before Interest,
Depreciation & Tax (PBDIT) 3876.55 3342.70
Less : Interest & Finance Charges 1345.48 1015.46
Profit Before Depreciation &
Tax (PBIT) 2531.08 2327.24
Less : Depreciation 222.77 171.72
Profit Before Tax (PBT) 2308.30 2155.52
Less : Provision for Current
Tax /Deferred Tax (534.35) (738.36)
Profit After Tax (PAT) 1773.96 1417.16
2. DIVIDEND
In view of the future plans of the company in relation to the
expansion, your Directors do not recommend any Dividend for the year
under review.
3. BUSINESS AND OPERATIONS REVIEW
The Company continued its efforts to strengthen its presence across
various industrial segments both in domestic and international market
during the year under review. Stakeholders are aware that during the FY
2010-11, the focus of the Company was primarily in diversifying its
reach in different industrial segments and simultaneously we
diversified geographically in domestic market as well.
During the year under review, the company has expanded itself in the
international market as well. The competitive edge of providing
international quality material at cost effective price has helped your
Company to tap international market. The Company has made direct
exports to Middle East, Far East Asia and Latin America etc.
In order to further expand and to meet the stringent quality conditions
of international market, your Company has taken up a expansion cum
modernization plan which will increase its installed capacity to 24000
MTPA. This would also enable Company to better its economies of scale
and to reduce per unit cost of production and at the same time would
bring uniformity in entire production process.
4. DIRECTORS
In pursuance with the provisions of Companies Act, 1956, Shri Rameshwar
Dayal Tayal retires by rotation at the ensuing Annual General Meeting
and being eligible offers himself for re-appointment. In terms of
Clause 49 of the Listing Agreement with the Stock Exchange, the details
of the Director to be re-appointed are being provided in the notice of
the ensuing Annual General Meeting.
5. FIXED DEPOSITS
During the Year under review your Company has not accepted any fresh
deposit within the meaning of Section 58A and 58B of the Companies Act,
1956.
6. AUDITORS' REPORT AND AUDITORS
The Notes to Accounts, forming part of Balance Sheet as at 31st March,
2012 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors' Report are self explanatory.
M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra
Street, Kolkata-700001, Auditors of the Company who will retire at the
conclusion of this Annual General Meeting, are eligible for
re-appointment. The Company has received peer review Certificate along
with the Certificate from the auditors to the effect that their
appointment, if made, would be within the limit prescribed under
Section 224 (IB) of the Companies Act, 1956. The Board of your Company
recommends their re-appointment.
7. LISTING AND DEMAT OF SHARES
The Equity Shares of the Company are available in dematerialized form
with NSDL & CDSL. The ISIN number of the Company is INE574I01027.
8. STATUTORY STATEMENTS
A. Conservation of energy and technology absorption
The information relating to Conservation of Energy and Technology
Absorption as required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
annexed herewith as Annexure - 'A'.
B. Foreign Exchange Earnings and outgo
During the year under review, your Company has dealt with foreign
exchange earning and outgo, pursuant to section 217(1)(e) of the
Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of
Particulars in Report of Board of Directors) Rules, 1988, is annexed
herewith as 'Form-B'.
C. Particulars of Employees
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies Particulars of Employees
Rules, 1975, as amended, regarding employees is given in the Annexure
to the Directors' Report.
9. CORPORATE GOVERNANCE
A report on Corporate Governance together with a certificate from the
Auditors of the Company as per Clause 49 of the Listing Agreement are
given separately in the Annexure-B which forms part of this Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
Company is expecting healthy demand and growth of the product. Our plan
is to serve the various segment of the industries. As the company has
widened its product mix, the demand for company's product has increased
and the company expanded its frontier to international market. Company
expects to have continuous growth in demand from its domestic as well
as international customers.
(b) Human Resources / Industrial Relations
Your Company believes that a dedicated and motivated team of
individuals plays a decisive role in achieving its goals. Employees
today are looking for development opportunities, future career options,
empowerment and work life balance in an organization. To retain
leadership position, the Company continuously innovates and customises
its Human Resource (HR) strategy to meet changing employee need. The
Company continues to invest in its people to upgrade their technical,
domain and leadership capability.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to
ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and that all transactions are
authorized, recorded, and reported correctly.
(d) Operating Performance, Future Outlook etc.
The foregoing paragraphs under the head - Financial Results,
Operations, and Future Outlook have discussed and analyzed other
requisite issues mentioned in Clause 49 of the Listing Agreement.
11. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms, in terms of Section 217(2AA) of
the Companies Act, 1956:
i) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any.
ii) That appropriate accounting policies have been selected and applied
them consistently, and, judgments and estimates that are reasonable and
prudent have been made 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 have taken proper and sufficient care has been
taken for 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.
iv) That the Annual Accounts have been prepared on a going concern
basis.
12. ACKNOWLEDGMENT
Your Directors place on record their deep appreciation to employees at
all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the Industry. Your Company looks
upon them as partners in its progress and has shared with them the
rewards of growth.
Your Directors also take this opportunity to thank all investors,
clients, vendors, banks, government authorities and stock Exchange for
their continued support.
On behalf of the Board
For Arcotech Limited
Place : New Delhi (Arvind K Saraf)
Date : 6th August, 2012 Chairman
Mar 31, 2010
The Directors take pleasure in presenting the 29th Annual Report with
the Audited Statement of Accounts of your Company for the Financial
Year ended the 31st March, 2010.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
PARTICULARS 2009-2010 2008-2009
Sales & Other Income 10146.40 5250.17
Profit Before Interest, Depreciation &
Tax (PBDIT) 1646.10 305.85
Less : Interest & Finance Charges 388.52 113.03
Profit Before Depreciation & Tax (PBDT) 1257.58 192.82
Less : Depreciation 99.51 70.87
Profit Before Tax (PBT) 1158.07 121.95
Less : Provision for Current Tax - 3.72
Add /Less : Deferred Tax Assets/Deferred
Tax Liability (390.57) 389.78
Profit After Tax (PAT) 767.50 508.01
2. DIVIDEND
In view of the huge funds requirement for the proposed capital
expenditure, your Directors do not recommended any Dividend for the
year under review.
3. BUSINESS AND OPERATIONS REVIEW
During the period under review your Company has installed various
equipments and plant and machineries with a view to debottleneck the
production process and to enhance the capacity utilization. The capex
plan when completed will enhance the installed capacity to 24000 MTPA.
The Company is now equipped to develop new product mix and achieve
better capacity utilization. During the year 2009-10, we have added
various new OEM clients of good repute.
In addition to focusing on developing high value items such as thin
foils, narrow width strips and XLPE cable tapes; development of certain
new product mix such as phosphorous bronze, cupro nickel & Nickel
silver has successfully begun. The development of these special alloys
would enable our Company in entering into diversified market segments
such as electronic component, handicraft, telecom component, coinage
industry etc. besides increasing its shares in torches, automobile
locks, railway air-conditioning, wiring harness, radiators, lamp caps
etc.
The Company is exploring export possibilities which have a huge
potential of our products. Enhanced installed capacity would be
earmarked for export market. The Company is in process of acquiring TS
16949:2004 which would enable us to cater to the automobile industries
in America and Europe.
After witnessing steep fluctuation during the last quarter of previous
financial year, the prices of copper and zinc have now stabilized.
Looking at growth plans and projections for Indian GDP, your Company
does not foresee any difficulty in accomplishing its targets.
4. DIRECTORS
In pursuance with the provisions of Companies Act, 1956, Shri Gautam
Khaitan retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment. In terms of Clause 49
of the Listing Agreement with the Stock Exchange, the details of the
Director to be re-appointed are being provided in the notice of the
ensuing Annual General Meeting.
5. FIXED DEPOSITS
During the Year under review your Company has not accepted any fresh
deposit within the meaning of Section 58A and 58B of the Companies Act,
1956.
6. AUDITORS REPORT AND AUDITORS
The Notes to Accounts, forming part of Balance Sheet as at 31st March,
2010 and Profit & Loss Account for the year ended on that date,
referred to in the Auditors Report are self explanatory.
M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra
Street, Kolkata-700001, Auditors of the Company who will retire at the
conclusion of this Annual General Meeting, are eligible for
re-appointment. The Company has received peer review certificate along
with Certificate from the auditors to the effect that their
appointment, if made, would be within the limit prescribed under
Section 224 (IB) of the Companies Act, 1956. The Board of your Company
recommends their re-appointment.
7. LISTING AND DEMAT OF SHARES
Equity Shares of your Company are listed at Bombay Stock Exchange
(BSE). The Scrip code of your Company is 532914. During the year, the
Five (5) Equity Shares of face value of Rs 2/- (Two) each were
consolidated into one (1) Equity Share of Rs 10/- (Ten) each with
effect from 1st October, 2009. The Equity Shares of the Company are
available in dematerialized form with NSDL & CDSL. The ISIN number of
the consolidated shares has been changed to INE574I01027.
8. STATUTORY STATEMENTS
A. Conservation of Energy and Technology Absorption
The information relating to Conservation of Energy and Technology
Absorption as required to be disclosed under Section 217(1)(e) of the
Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
annexed herewith as Annexure à ÃA.
B. Foreign Exchange Earnings and Outgo
During the year under review, your Company has not dealt with foreign
exchange earning and outgo, pursuant to section 217(1)(e) of the
Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of
Particulars in Report of Board of Directors) Rules, 1988.
C. Particulars of Employees
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956 read with the Companies Particulars of Employees
Rules, 1975, as amended, regarding employees is given in the Annexure
to the Directors Report.
9. CORPORATE GOVERNANCE
A report on Corporate Governance together with a certificate from the
Auditors of the Company as per Clause 49 of the Listing Agreement are
given separately in the Annexure-B which forms part of this Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Scenario & Future Challenges
The year under review saw a stabled upward trend in the copper and zinc
prices. Commensurate with the national and global predictions for the
growth rate of economy, we expect healthy rising trend for the demand
of our product. Automobile & Power sectors which are primary
contributors to the growth of economy are our major customers.
Therefore, we envisage steady and sustained growth rate for the current
financial year.
(b) Human Resources / Industrial Relations
We, at Arcotech believe that the strength of an organization lies in
its manpower. A concept of treating our employees as a family member
helps in achieving new milestones and keeps up the morale of the
employees.
We have adopted various welfare measures to nurture the talent of our
employees and to promote them achieving new heights and setting new
benchmarks.
(c) Adequacy of Internal Controls
The company has a proper and adequate system of internal controls to
ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and that all transactions are
authorized, recorded, and reported correctly.
(d) Operating Performance, Future Outlook etc.
The foregoing paragraphs under the head - Financial Results,
Operations, and Future Outlook have discussed and analyzed other
requisite issues mentioned in Clause 49 of the Listing Agreement.
11. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms, in terms of Section 217(2AA) of
the Companies Act, 1956:
i) That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures, if any.
ii) That appropriate accounting policies have been selected and applied
them consistently, and, judgments and estimates that are reasonable and
prudent have been made 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 have taken proper and sufficient care for
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.
iv) That the Annual Accounts have been prepared on a going concern
basis.
12. ACKNOWLEDGMENT
Your Directors wish to place on record their sincere thanks and
gratitude to:- a) Its bankers for extension of financial facilities and
continued support;
b) The central and state government as well as their respective
departments connected with the business of the Company for their
co-operation and continued support; and
c) The members, suppliers, contractors and customers for the trust and
confidence reposed by them in the Company.
Your Directors also take this opportunity to convey their appreciation
and sincere gratitude for the hard work put in by all employees of the
Company, at all levels, without which your Company could not have
reported commendable growth during the year under review.
On behalf of the Board
For Arcotech Limited
Place : New Delhi (Arvind K Saraf)
Date : 15.07.2010 Chairman
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