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Directors Report of Frontier Springs Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the Forty- Fifth Annual Report of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
The summarized financial results of the Company for the year ended 31st March, 2025 as compared to the preceding year
are as under:
|
2024-25 |
2023-24 |
|
|
Income from Operations/Turnover |
23133.66 |
13541.48 |
|
Profit Before Interest, Depreciation and Tax |
5064.02 |
2138.17 |
|
Less:Interest |
22.52 |
19.97 |
|
Less: Depreciation |
400.79 |
371.24 |
|
Profit Before Tax |
4640.71 |
1746.96 |
|
Income Tax: |
||
|
Less: Current year Tax |
1141.86 |
432.56 |
|
Less: Previous year Tax |
0.00 |
0.93 |
|
Less: Deferred Tax |
32.48 |
14.87 |
|
Net Profit |
3466.37 |
1298.60 |
|
Add: Other Comprehensive Income (after Tax) |
70.16 |
222.99 |
|
Total Comprehensive Income for the period |
3536.53 |
1521.59 |
|
Proposed Dividend |
70.89 |
59.08 |
|
Balance available for appropriation |
3465.64 |
1462.51 |
|
Surplus B/F from Previous Year |
8114.25 |
6651.74 |
|
Transfer to General Reserve |
0.00 |
0.00 |
|
Surplus carried to Balance sheet |
11579.89 |
8114.25 |
FINANCIAL AND OPERATIONAL
PERFORMANCE
The financial statements for the year ended 31st March, 2025
forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standards (Ind AS)
as notified by the Ministry of Corporate Affairs.
The total income of the Company was '' 23231.66 lakhs. The
operating profit (EBIDTA) stood at '' 4640.71 lakhs. During
the year under review, the Company has earned at net
profit of '' 3536.53 lakhs. During the year under review, the
performance of the Company has increased considerably
and your Directors expect the company to perform even
better in years to come.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire
amount of profit for Financial Year 2024-25 in the statement
of profit and loss.
SHARE CAPITAL
As on 31st March, 2025, your Company has Total Paid up
Share Capital of '' 3,93,85110 divided into 39,38,511
Equity shares of '' 10/- each.
DIVIDEND
The Board is pleased to recommend a dividend of Re 1.8 per
Equity Share (i.e @18%) of '' 10/- each of the Company for
the financial year 2024-25, payable to those shareholders,
whose names appear in the Register of Members/
Beneficial Ownership list provided by the depositories on
the record date, involving cash outflow of '' 70.89 lakh of
the Company''s standalone net profit for the financial year
2024-2025. Dividend is subject to approval of members
at the ensuing Annual General Meeting (AGM) and shall be
subject to deduction of income tax at source.
EXPANSION
⢠Coil Springs Division
During the year under review; your Company has
installed an automatic peeling machine to overcome
the production bottlenecks and an order for another
peeling machine is already placed in coil springs division
which shall be executed in next two months tenure.
⢠Forging Division
During the year under review your Company has
installed a six ton hammer and will be able to forge
components of higher weights.
⢠Air Springs Division
In the Air Spring Division we have already installed more
CNC and Testing machines.
Initially at commencement we had a plant set up for
100 coach sets Air Springs.The same is now increased
to up to 300 coach sets per month.
We are also buying new fatigue testing machine for in¬
house testing of Air Springs for which earlier we were
dependent on Contitech.
SUBSIDIARY COMPANY/ASSOCIATE/JOINT
VENTURE COMPANY
The Company has no Subsidiary, Associate and Joint Venture
Companies and as such the requirement of furnishing the
information relating to the financial position of Subsidiary,
Associate and Joint Venture Companies is not applicable.
DIRECTORS AND KEY MANAGERIAL
PERSONNEL
? Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company Smt Manju Bhatia (DIN: 03480362),
Whole-time Director of the Company retires from
the Board by rotation, at the ensuing Annual General
Meeting (AGM) of the Company and being eligible
she has offered herself for re-appointment. The Board
recommends the proposal of her re-appointment for
consideration of the members at the ensuing AGM of
the Company.
? Based on the performance evaluation and the
recommendation of Nomination and Remuneration
Committee and Board of Directors of the Company and
in accordance with the provisions of Section 149, 150
and 152 read with Schedule IV of the Companies Act,
2013 and Regulation 17 and 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Members of the Company at 44th Annual
General Meeting held on 28th September, 2024 had
re-appointed Shri Keshao Parnuji Somkumar (DIN:
08712772) to hold the office for the second term of 5
(five) consecutive years w.e.f. 8th February, 2025 to 7th
February, 2030.
? Based on the recommendation of Nomination and
Remuneration Committee and in accordance with
the provisions of Section 149, 150, 152 and 161 read
Regulation 17 and 25 of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 the
Board of Directors of the Company at its meeting held
on 9th August, 2024 had appointed Shri Sudhanshu
Mani (DIN:10124439) as an Additional (Independent
and Non-Executive) Director of the Company with
effect from 9th August, 2024 for a term of 5 (five)
consecutive year and the same were approved by the
Members of the Company by way of Special Resolution
at the 44th Annual General Meeting of the Company
held on 28th September, 2024.
? Based on the recommendation of the Board of Directors
of the Company and Nomination and Remuneration
Committee and in accordance with the provisions
of Section 149, 150 and 152 read with Schedule IV
of the Companies Act, 2013 and Regulation 17 and
25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Members of the
Company at 44th Annual General Meeting held on 28th
September, 2024 had appointed Shri Surendra Kumar
Prem Narayan Gupta (DIN: 00054836) as a Non¬
Executive Independent Director of the Company to
hold the office for a term of 5 (five) consecutive years
with effect from 1st October, 2024
? During the year under review, Shri Yash Pal Sethi
(DIN: 00929185) and Shri Ramesh Kumar Bhatia
(DIN: 00958948) ceased to be the Non-Executive
Independent Director of the Company with effect
from 28th September, 2024 due to the completion of
second term of 5 (five) consecutive years.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Companies
Act, 2013 the following persons were designated as Key
Managerial Personnel and there had been no change in KMP
during the year under review:
|
Sr. No |
Name |
Designation |
|
1) |
Shri Kapil Bhatia |
Managing Director |
|
2) |
Shri Dhruv Bhasin |
Company Secretary |
|
3) |
Shri Neeraj Bhatia |
Chief Financial Officer |
DECLARATION FROM INDEPENDENT
DIRECTORS
The company had received the declarations u/s 149(7) of
the Companies Act, 2013 from all Independent Directors
that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI Listing Regulations. In
terms of Regulation 25(8) of the SEBI Listing Regulations
the Independent Directors have confirmed that they are
not aware of any circumstance or situation which exist or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external influence.
In terms of Section 150 of the Companies Act, 2013
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have
registered themselves with the databank maintained by the
Indian Institute of Corporate Affairs.
In the opinion of the Board, all the independent directors on
the Board of the Company possess requisite qualifications
and attributes of integrity, expertise and experience. They
fulfill the conditions specified in the Act read along with
the rules made thereunder and are independent of the
Management.
MEETINGS OF THE BOARD
During the financial year 2024-25, 4 (Four) meetings of
the Board of Directors were held and the details of which
are given in the Corporate Governance Report that forms
part of this Annual Report. The intervening gap between two
consecutive meetings were within the period prescribed by
the Companies Act, 2013 and the Securities Exchange Board
of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015 "SEBI Listing Regulations").
BOARD EVALUATION
The Board of Directors at its meeting held on 10th
February, 2025 has carried out an annual evaluation of
its own performance, board committees and individual
directors pursuant to provisions of the Act and SEBI Listing
Regulations.
The performance of the Board and individual directors
was evaluated by the Board after seeking inputs from
all the directors on the basis of criteria such as the board
composition and structure, effectiveness of board
processes, information and functioning, etc.
The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In the Board Meeting that followed the meeting of the
independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board,
its committees, and individual directors was also discussed.
The Performance Evaluation of Independent Directors
was done by the entire Board, excluding the director
being evaluated. The Evaluation Process was conducted
through a structured questionnaire prepared after taking
into consideration the various aspects laid down under the
Nomination and Remuneration Policy of the Company. The
Board of Directors expressed satisfaction with the evaluation
process.
In a separate meeting of Independent Directors held on
10th February, 2025 the performance of Non-Independent
Directors, the Chairman of the Company and the Board
as a whole was evaluated taking into account the views of
Executive and Non-Executive Directors of the Company.
CORPORATE GOVERNANCE
The Company is committed to sound corporate governance
practices as well as compliance with all applicable laws
and regulations. The Board believes that combining the
highest level of ethical principles with our unmatched
brand, experience and expertise, will ensure that Frontier
Springs Limited will continue to be the leading company
in the Railway Sector. The Corporate Governance Report,
as stipulated under Regulations 17 to 27 and 46(2) and
Paragraph C, D and E of Schedule V to the SEBI Listing
Regulations, forms part of the Annual Report.
The Report on Corporate Governance as stipulated under
Regulation 34 of SEBI Listing Regulations is annexed to the
Annual Report as Annexure-A and forms part of this report.
The Certificates from M/s P. Manghwani & Associates
certifying that:
(1) the Company has complied with the requirements
of Corporate Governance in terms of SEBI(LODR)
Regulations,2015;
(2) none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or
continuing directors of Companies by SEBI/MCA; are
attached and forms part of this report.
COMPANYS'' POLICY ON DIRECTORS''
APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive
and Independent directors to maintain the independence
of the Board, and separate its functions of governance
and management. The Company has duly constituted the
Nomination and Remuneration Committee of the Board
in compliance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI Listing
Regulations and the committee inter-alia periodically
evaluates:
1. The need for change in composition and size of the
Board;
2. Recommend/review remuneration of the Managing
Director(s) and Whole-time Director(s) based on their
performance;
3. Recommend the policy for remuneration of Directors,
KMPs & others senior level employees of the
Company and review the same in accordance with the
performance of the Company and industry trend.
The Nomination & Remuneration Policy of the
Company is available on the website of the Company
at the link https://frontiersprings.co.in/downloads/
Nomination%20and%20Remuneration%20Policy.pdf
There has been no change in the policy during the year
under review. We affirm that the remuneration paid to
the Directors is as per the terms laid out in the Policy.
ANNUAL RETURN
The copy of Annual Return as required under Section
92(3) and Section 134(3)(a) of the Companies Act, 2013
is placed on the Company''s website and can be accessed
at https://frontiersprings.co.in/downloads/MGT-annual-
report-2024-25.pdf
AUDITORS AND AUDITORS'' REPORT
(1) Statutory Auditors
M/s Sanjay Nandini & Co., Chartered Accountants, Kanpur
(ICAI Registration No. 006941C) were appointed as the
Statutory Auditors of the Company to hold office for a
term of 5 (Five) consecutive years from the conclusion of
the Forty Fourth Annual General Meeting of the Company
held on 28th September, 2024 until the conclusion of the
Forty Ninth Annual General Meeting of the Company to be
held in the year, 2029. Accordingly, they continued to hold
the office of Statutory Auditors of the Company during the
financial year under scrutiny.
The Auditors'' Report for the Financial Year 2024-2025 does
not contain any qualification, reservation or adverse remark
requiring clarification or explanation in the Directors'' Report.
(2) Cost Auditors
Pursuant to the Rules made by the Central Government
of India, the Company is required to maintain cost records
as specified under Section 148 (1) of the Companies Act,
2013 in respect of its products. The Board of Directors of the
Company on the recommendation of the Audit Committee
has approved the appointment of M/s. R. M. Bansal & Co.,
Cost Accountants (Firm Registration No.: 000022), as the
Cost Auditors of the Company to conduct the audit of the
Cost Accounts of the Company, for the financial year 2025¬
26. M/s. R. M. Bansal & Co. have furnished a certificate of
their eligibility and consent for appointment under Section
139(1) of the Companies Act, 2013 and Rules framed
thereunder.
The Board on the recommendation of the Audit Committee
have approved the remuneration payable to the Cost
Auditor, subject to ratification of their remuneration by
the members at this Annual General Meeting.As required
under the Companies Act, 2013, the resolutions seeking
members'' ratification for the remuneration payable to Cost
Auditors forms part of the Notice convening the Annual
General Meeting.
(3) Secretarial Auditors
M/s P. Manghwani & Associates, Practicing Company
Secretary ((bearing Unique Identification No.
S2016UP357400) are the Secretarial Auditor of the
Company for the financial year 2024-25. The Secretarial
Auditor Report issued by M/s P. Manghwani & Associates
for the financial year ended 31st March, 2025 is annexed
herewith as Annexure-B to this report.
The Secretarial Audit Report for the financial year 2024-25
does not contain any qualification, reservation or adverse
remark.
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
and amended Regulation 24A of SEBI Listing Regulations
read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/
CIR/P/2024/185 dated December 31, 2024 the Board
of Directors based on the recommendation of the Audit
Committee has approved the appointment of M/s V
Agnihotri & Associates, a peer reviewed firm of Practicing
Company Secretary (bearing Unique Identification No.
S2019UP652800)as Secretarial Auditor of the Company
for a period of 5 (five) consecutive years with effect from
1st April, 2025 to 31st March, 2030 subject to the approval
of the Members of the Company at the ensuing Annual
General Meeting.
The resolution approving the above proposal is being placed
for approval of the Members in the Notice of Annual General
Meeting.
(4) Internal Auditors
Pursuant to provisions of Section 138 read with Rule 13 of
Companies (Accounts) Rules 2014, your Company engaged
the services of M/s J Chandra & Co., Chartered Accountants,
Kanpur, to conduct the Internal Audit of the functions and
activities of the Company for the Financial Year 2024-25.
The Quarterly Internal Audit Report is placed before the
Audit Committee of the Company for its review, at regular
intervals.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and/or Board under Section 143(12) of the Act
and Rules framed there under.
MANAGEMENT DISCUSSION & ANALYSIS
REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations,
a Management Discussion & Analysis Report for the year
under review is annexed as a separate section forming part
of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Companies Act,
2013 read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo for the
financial year 2024-25 is annexed as Annexure-C which
forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the
Board of Directors, to the best of their knowledge and ability
in respect of the financial year ended on 31st March, 2025
confirm that:
1) in the preparation of the Annual Accounts, the
applicable Accounting Standards had been followed
along with proper explanation relating to material
departures;
2) they have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;
3) they have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4) they have prepared the Annual Accounts of the
Company on a going concern basis.
5) they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and
6) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies
Act 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended, the Board
of Directors of your company had constituted a Corporate
Social Responsibility Committee which under take CSR
activities, projects and programs as provided in the CSR
Policy of the Company and identified under Schedule VII
of the Companies Act, 2013. The Composition of the CSR
Committee along-with the detailed report on CSR activities
as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended is annexed
with this report as Annexure-D and forms an integral part
of this Report. During the year under report, the company
was unable to spend an amount of INR. 4,29,547/- towards
CSR activities, due to unprecedented operational hurdles. In
compliance with the second proviso to Section 135(5) of
the Companies Act, 2013, the Company has transferred an
amount of INR 4,35,000/- to the PM CARES Fund.
Corporate Social Responsibility Committee of the Board
has developed a CSR policy which can be accessed on
https://frontiersprings.co.in/downloads/FSL Corporate%20
Social%20Responsibility%20Policy-.pdf
DEPOSITS
During the year under review, the Company has neither
accepted nor renewed any deposits from public in terms
of provisions of Section 73 and 76 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance
of Deposits) Rules, 2014, the Company, during the year, had
not accepted any unsecured loans from the Directors of the
Company.
PARTICULARS OF EMPLOYEES
The disclosure required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 (1) & 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure-E and
forms an integral part of this report. The information showing
names and other particulars of employees as per Rule 5(2)
and 5(3) of the aforesaid rules forms part of this report.
PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS BY THE COMPANY
Your Company has not given any loans or provided
guarantees and/or any securities or provided security
attracting provisions of Section 186 of the Companies
Act, 2013 and Schedule V of the SEBI Listing Regulations.
However, the details of investments made are provided in
the Note No.2 of the Notes to the Financial Statements for
the year ended 31st March, 2025.
LISTING
The Equity Shares of Company continued to be listed at
BSE Limited and the Annual Listing Fee for the financial year
2025-26 has been paid up-to date within the stipulated
time period.
INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY
The Company has in place internal financial control systems,
commensurate with the size of the Company and the nature
of its business, with reference to financial statements. The
Audit Committee of the Board of Directors regularly reviews
the adequacy and effectiveness of Internal Control Systems
and suggests improvement to strengthen them.
COMPLIANCE WITH SECRETARIAL
STANDARDS
During the year under review, the Company has duly
complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India.
COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee is in line with the
provisions of Section 177 of the Act read with Regulation
18 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Audit Committee comprises of 5 (five) members
and all members are Independent Directors of the Company.
The Company Secretary is the Secretary of the Committee.
All transactions with related parties are on arms'' length
basis. During the year, there are no instances where the
Board had not accepted the recommendations of the Audit
Committee.
VIGIL MECHANISM/WHISTLE BLOWER
POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and
Regulation 22 of SEBI Listing Regulations, the Company has
adopted Whislte Policy for vigil mechanism for Directors and
Employees, to report genuine concerns about any wrongful
conduct with respect to the Company or its business or
affairs. This policy covers malpractices, misuse or abuse
of authority, fraud, violation of the Company''s policies or
rules, manipulations, negligence causing danger to public
health and safety and other matters or activity on account
of which the interest of the company is affected or likely to
be affected and formally reported by whistle blowers. If an
investigation leads the Chairman of the Audit Committee
shall recommend to the management of the Company
to take such disciplinary or corrective action as he may
deem fit.
The policy has been posted on the website of the Company
and may be accessed at the link: https://frontiersprings.
co.in/downloads/Whistle%20Blower%20Policy.pdf
RISK MANAGEMENT
Risk is an inherent factor in business cycle and cannot be
avoided. However, proper planning and checks lead to risk
mitigation. The Audit Committee has also been delegated
the responsibility for monitoring and reviewing risk
management, assessment and minimization procedures,
developing, implementing and monitoring the risk
management plan and identifying, reviewing and mitigating
all elements of risks which the Company may be exposed to.
The Board also reviews the risk management, assessment
and minimization procedures.
The Risk Management Policy has been uploaded on the
Company''s website and may be accessed at the link https://
frontiersprings.co.in/downloads/Risk%20Mangement%20
Policy.pdf
INSIDER TRADING
In compliance with the provisions of the SEBI (Prohibition
of Insider Trading) Regulations, 2015 and to preserve the
confidentiality and prevent misuse of unpublished price
sensitive information, the Company has adopted a Code
of Conduct to Regulate, Monitor and Report Trading by
Insiders (''Insider Trading Code'') and a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (''Code of Fair Disclosure'').
The Insider Trading Code is intended to prevent misuse
of unpublished price sensitive information by insiders and
connected persons and ensures that the Directors and
specified persons of the Company and their dependents
shall not derive any benefit or assist others to derive any
benefit from access to and possession of price sensitive
information about the company which is not in the public
domain, that is to say, insider information.
The Code of Fair Disclosure ensures that the affairs of the
Company are managed in a fair, transparent and ethical
manner keeping in view the needs and interest of all the
stakeholders.
The Code of Conduct for Insider trading is placed on the
website of the Company and can be accessed through
the link: https://frontiersprings.co.in/downloads/Code of
Conduct for Prevention of Insider Trading FSL%20(2).pdf
POLICY ON SEXUAL HARASSMENT
Prevention and control of sexual harassment at workplace
constitutes an important part of corporate culture while
aligning with best practices and improving management
processes. The company has zero tolerance for sexual
harassment at workplace and has adapted a policy on
prevention, prohibition and redressal of sexual harassment
at workplace with a mechanism of lodging complaints and
has constituted an Internal Complaints Committee in line
with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,2013
and the rules framed there under.
No complaints were reported to the Board for sexual
harassment of women at work place during the financial year
2024-25.
The policy on Sexual Harassment at Workplace is placed
on the website of the Company and can be accessed
through the link: https://frontiersprings.co.in/downloads/
Policy%20Against%20Sexual%20Harrasment%20at%20
Workplace-%20%20FSL.pdf
MATERNITY BENEFIT COMPLIANCE
During the year under review, the company has ensured full
compliance with the provisions of the maternity Benefit
Act, 1961. The company remains committed to upholding
the Rights and welfare of its female employees by providing
all statutory maternity benefits and other entitlements as
mandated under the act.
MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the
financial position of the Company occurred from the end
of the financial year 2024-25 till the date of this Report.
Further, there was no change in the nature of business of
the Company.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant
and material orders passed by the Regulators, or Courts or
Tribunals which would impact the going concern status of
the Company and its future operations.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES
During the financial year under review, the transactions
entered/continue to be entered into with related parties
were in the ordinary course of business and on an arm''s
length basis. The omnibus approval from the Audit
Committee was obtained on Annual basis for transactions
of repetitive nature and which are subsequently approved
by the Board of Directors of the Company. During the
year, the Company had not entered into any contract,
arrangement/transaction with related parties which could
be considered material in accordance with the Company''s
related party transaction policy and accordingly, the
disclosure of Related party transaction as required under
Section 134(3)(h) of the Companies Act, 2013 and
Regulation 23 of the SEBI Listing Regulations, in Form
AOC-2 does not form part of this report. However, the
related party transactions entered by the Company are
disclosed under Note No.32 of the Notes to the financial
statements for the year ended 31st March, 2025.
Pursuant to SEBI Listing Regulations, the Resolution for
seeking approval of the Members on material related party
transactions is being placed at this AGM.
In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on
Related Party Transactions and the same can be accessed
on the Company''s website at https://frontiersprings.
co.in/downloads/Policy%20on%20Related%20Party%20
Transactions.pdf
GENERAL
⢠The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise.
⢠The Company has not issued any shares (including
sweat equity shares) to employees of the Company or
its subsidiary under any scheme.
⢠There is no change in the Share Capital Structure of the
Company during the year under review.
⢠There was no revision in the financial statements.
⢠There has been no change in the nature of business of
the Company.
⢠There is no proceeding initiated/pending against the
Company under the Insolvency/Bankruptcy Code,
2016.
⢠There was no instance of time settlement with any
bank or financial institution.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the
contributions made by employees towards the success of
the Company. Your Directors gratefully acknowledge the
co-operation and support received from the shareholders,
customers, vendors, bankers, Regulatory and Government
authorities.
For and on behalf of the Board
Sd/-
Kundan Lal Bhatia
Place: Kanpur Chairman cum Managing Director
Date: 27.08.2025 (DIN: 00581799)
Mar 31, 2024
Your Directors have pleasure in presenting the Forty-Forth Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.
Financial Results
The summarized financial results of the Company for the year ended 31st March, 2024 as compared to the preceding year are as under:
(Amount in L akhs)
|
Particulars |
2023-2024 |
2022-23 |
|
Income from Operations/Turnover |
13602.68 |
10799.13 |
|
Profit Before Interest, Depreciation and Tax |
||
|
Less: Interest |
19.97 |
33.43 |
|
Less: Depreciation |
371.24 |
320.17 |
|
Profit Before Tax |
1746.96 |
971.18 |
|
Income Tax: |
||
|
Less: Current year Tax |
432.55 |
233.52 |
|
Less: Previous year Tax |
0.93 |
0.00 |
|
Less: Deferred Tax |
14.87 |
19.71 |
|
Net Profit |
1298.61 |
724.05 |
|
Add: Other Comprehensive Income (after Tax) |
222.99 |
40.25 |
|
Total Comprehensive Income for the period |
1521.60 |
764.30 |
|
Proposed Dividend |
59.08 |
39.38 |
|
Balance available for appropriation |
1462.52 |
724.92 |
|
Surplus B/F from Previous Year |
6651.74 |
5926.82 |
|
Transfer to General Reserve |
0.00 |
0.00 |
|
Surplus carried to Balance sheet |
8114.26 |
6651.74 |
Financial and Operational Performance
The financial statements for the year ended 31st March, 2024 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
The total income of the Company was '' 13602.68 Lakhs. The operating profit (EBIDTA) stood at '' 2138.17 Lakhs. During the year under review, the Company has earned at net profit of '' 1298.61 Lakhs. During the year under review, the performance of the Company has increased considerably and your Directors expect the Company to perform even better in years to come.
Transfer To Reserves
The Board of Directors has decided to retain the entire amount of profit for Financial Year 2023-24 in the statement of profit and loss.
Share Capital
As on 31st March, 2024, your Company has Total Paid up Share Capital of '' 3,93,85,110 divided into 39,38,511 Equity shares of '' 10/- each.
Dividend
The Board is pleased to recommend a dividend of '' 1.50 per Equity Share (i.e @ 15%) of '' 10/- each of the Company for the financial year 2023-24, payable to those shareholders, whose names appear in the Register of Members/Beneficial Ownership list provided by the depositories on the record date, involving cash outflow of '' 59.50 Lakhs (approx.) of the Company''s standalone net profit for the financial year 2023-2024. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source. .
Expansion Coil Springs Division
⢠During the year under review, your Company is planning to install automatic peeling machine to overcome the production bottlenecks in coil springs division.
Forging Division
⢠During the year under review your Company is planning to install more CNC machines in order to meet the increased demand of Forging Unit of the Company.
⢠The six-ton hammer is being installed and we expect its being operational and complete its trail run by end of Q2FY25. The coming Financial Year will witness a increase in turnover as with the new hammer we will be able to forge components of higher weights. More ancillary machineries such as Trimming Press, Compressors, Bend Saw and Induction heaters will be installed for which orders will be placed.
Air Springs Division
⢠In the Air Spring Division ,we are also increasing the capacity of Air for which we are buying more CNC machines and Testing Machines.
Subsidiary Company/Associate/Joint Venture Company
The Company has no Subsidiary, Associate and Joint Venture Companies and as such the requirement of furnishing the information relating to the financial position of Subsidiary, Associate and Joint Venture Companies is not applicable.
Directors and Key Managerial Personnel
⢠Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Smt Mamta Bhatia (DIN: 003480368), Whole-Time Director of the Company retires from the Board by rotation, at the ensuing Annual General Meeting (AGM) of the Company and being eligible she has offered herself for re-appointment. The Board recommends the proposal of her re-appointment for consideration of the members at the ensuing AGM of the Company.
The Board of Directors of the Company at its meeting held on 9th August, 2024 has unanimously approved the re-appointment of Shri Kundan Lal Bhatia as Chairman Cum Managing Director. (DIN: 00581799.) Shri Kapil Bhatia (DIN: 00582337) as Managing Director and Shri Neeraj Bhatia (00582395) Whole-Time Director of the Company for a further period of 5 (Five) years with effect from April 1, 2025, January 5, 2025 and April 1, 2025 respectively, subject to the approval of the members at the ensuing AGM on the terms and conditions recommended by Nomination and Remuneration Committee. The Board recommends the proposal of re-appointment of the aforesaid Directors for consideration of the Members at the ensuing AGM of the Company. Appropriate resolutions seeking Member''s approval for re-appointment of the Directors along-with the brief profile are placed in the Notice of the ensuing AGM of the Company.
Key Managerial Personnel
As per the provisions of Section 203 of the Companies Act, 2013 the following persons were designated as Key Managerial Personnel and there had been no change in KMP during the year under review:
|
Sr. No. |
Name |
Designation |
|
1) |
Shri Kapil Bhatia |
Managing Director |
|
2) |
Shri Dhruv Bhasin |
Company Secretary |
|
3) |
Shri Neeraj Bhatia |
Chief Financial Officer |
Declaration From Independent Directors
The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and they have also
confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors on the Board of the Company possess requisite qualifications and attributes of integrity, expertise and experience.
MEETINGS OF THE BOARD
During the financial year 2023-24, 4 (Four) meetings of the Board of Directors were held and , the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two consecutive meetings were within the period prescribed by the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 âSEBI Listing Regulationâ).
BOARD EVALUATION
The Board of Directors at its meeting held on 9th February, 2024 has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to provisions of the Act and SEBI Listing Regulations.
The performance of the Board and individual directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
In the Board Meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. The Performance Evaluation of Independent Directors was done by the entire Board, excluding the director being evaluated. The Evaluation Process was conducted through a structured questionnaire prepared after taking into consideration the various aspects laid down under the Nomination and Remuneration Policy of the Company. The Board of Directors expressed satisfaction with the evaluation process.
In a separate meeting of Independent Directors held on 9th February, 2024 the performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated taking into account the views of Executive and Non-Executive Directors of the Company.
CORPORATE GOVERNANCE
The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that combining the highest level of ethical principles with our unmatched brand, experience and expertise, will ensure that Frontier Springs Limited will continue to be the leading Company in the
Railway Sector. The Corporate Governance Report, as stipulated under Regulations 17 to 27 and 46(2) and Paragraph C, D and E of Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.
The Report on Corporate Governance as stipulated under SEBI Listing Regulations is annexed to the Annual Report as Annexure "A" and forms part of this report.
The Certificates from M/s P. Manghwani & Associates certifying that:
(1) the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015;
(2) none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing directors of Companies by SEBI/MCA;
are attached and forms part of this report
COMPANYS'' POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee inter-alia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and Whole-Time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & others senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.
The Nomination & Remuneration Policy of the Company is available on the website of the Company at the link https://frontiersprings.co.in/ downloads/Nomination%20and%20Remuneration%20Policy.pdf There has been no change in the policy during the year under review. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Policy.
AUDITORS AND AUDITORS'' REPORT
(1) Statutory Auditors
M/s Sanjeevani Raizada & Co., Chartered Accountants, Kanpur (Firm Registration No. 021960C), have expressed their unwillingness in continuing as the Auditors of the Company and had tendered their resignation with effect from 6th November, 2023. The Board of Directors at its meeting held on 6th November, 2023 have appointed M/s. Sanjay Nandini & Co., Chartered Accountants, Kanpur (Firm Registration No. 006941C) as Auditor of the Company to hold office until the conclusion of the ensuing Annual General Meeting of the Company. M/s. Sanjay Nandini & Co., Chartered Accountants (Firm Registration No. 006941C), have furnished a Certificate in terms of the provisions of Section 139(1) of the Companies Act, 2013 to the effect that their appointment, if made, would be in accordance with the provisions of the Act. Pursuant to provisions of Section 139(8) of the Companies Act 2013, the appointment of Statutory Auditors in casual vacancy caused by the resignation requires approval of Members at a General Meeting.
M/s. Sanjay Nandini & Co., Chartered Accountants, Kanpur (Firm Registration No. 006941C), were appointed as the new Statutory Auditors of the Company at the Board meeting held on 6th November, 2023 due to the casual vacancy caused by resignation of M/s. Sanjeevani Raizada & Co., Chartered Accountants, Kanpur, to hold office till the conclusion of the ensuing Annual General Meeting of the Company. Accordingly, the Board recommends the appointment of M/s. Sanjay Nandini & Co., Chartered Accountants, Kanpur, under the provisions of Sections 139, 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, for a term of 5 (five) consecutive years to hold office from the conclusion of the Forty-Fourth Annual General Meeting of the Company till the conclusion of the Forty-Ninth Annual General Meeting of the Company.
(2) Cost Auditors
Pursuant to the Rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148 (1) of the Companies Act, 2013 in respect of its products and accordingly such accounts and records are made and maintained M/s. R. M. Bansal & Co., Cost Accountants (Firm Registration No.: 00022), have been appointed as Cost Auditors of the Company to conduct the audit of the Cost Accounts of the Company, for the financial year 2024-25. As required under the Companies Act, 2013, the resolutions seeking members'' ratification for the remuneration payable to Cost Auditors forms part of the Notice convening the Annual General Meeting.
(3) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s P. Manghwani &Associates, Practicing Company Secretary as Secretarial Auditor of the Company, to undertake Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the year ended 31st March, 2024 is annexed herewith as Annexure-B'' to this report.
The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.
(4) Internal Auditors
Pursuant to provisions of Section 138 read with Rule 13 of Companies (Accounts) Rules 2014, your Company engaged the services of M/s J Chandra & Co., Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2023-24. The Quarterly Internal Audit Report is placed before the Audit Committee of the Company for its review, at regular intervals.
ANNUAL RETURN
As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2023-24 has been placed on the Company''s website at https://frontiersprings.co.in/ downloads/MGT-annual-report-2023-24.pdf
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations), a Management Discussion & Analysis Report for the year under review is annexed as a separate section forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2023-24 is annexed as Annexure ''C'' which forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability in respect of the financial year ended on 31st March, 2024 confirm that:
1) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
2) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
3) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) they have prepared the Annual Accounts of the Company on a going concern basis.
5) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
6) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Board of Directors of your Company had constituted a Corporate Social Responsibility Committee which under take CSR activities, projects and programs as provided in the CSR Policy of the Company and identified under Schedule VII of the Companies Act, 2013. The Composition of the CSR Committee along-with the detailed report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed with this report as Annexure-D and forms an integral part of this Report.
Corporate Social Responsibility Committee of the Board has developed a CSR policy which can be accessed on https://frontiersprings.co.in/ downloads/FSL Corporate%20Social%20Responsibilitv%20Policv-.pdf
DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits from public in terms of provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company, during the year, had not accepted any unsecured loans from the Directors of the Company.
PARTICULARS OF EMPLOYEES
The disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-''E'' and forms an integral part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid rules forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Your Company has not given any loans or provided guarantees and/or any securities or provided security attracting provisions of Section 186 of the Companies Act, 2013 and Schedule V of the EBI Listing Regulations. However, the details of investments made are provided in the Note No.2 of the Notes to the Financial Statements for the year ended 31st March, 2024.
LISTING
The Equity Shares of Company continued to be listed at BSE Limited and the Annual Listing Fee for the financial year 2023-24 has been paid up -to date within the stipulated time period.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place internal financial control systems, commensurate with the size of the Company and the nature of its business, with reference to financial statements. The Audit Committee of the Board of Directors regularly reviews the adequacy and effectiveness of Internal Control Systems and suggests improvement to strengthen them.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.
COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises of 5 (five) members and all members are Independent Directors of the Company. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on arms'' length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has in place a vigil mechanism for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''s policies or rules, manipulations, negligence causing danger to public health and safety and other matters or activity on account of which the interest of the Company is affected or likely to be affected and formally reported by whistle blowers. If an investigation leads the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit.
The policy has been posted on the website of the Company and may be accessed at the link: https://frontiersprings.co.in/downloads/Whistle%20 Blower%20Policy.pdf
RISK MANAGEMENT
Risk is an inherent factor in business cycle and cannot be avoided. However, proper planning and checks lead to risk mitigation. The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management, assessment and minimization procedures.
The Risk Management Policy has been uploaded on the Company''s website and may be accessed at the link https://frontiersprings.co.in/downloads/ Risk%20Mangement%20Policy.pdf
INSIDER TRADING
In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (''Insider Trading Code'') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (''Code of Fair Disclosure'').
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensures that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company which is not in the public domain, that is to say, insider information.
The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.
The Code of Conduct for Insider trading is placed on the website of the Company and can be accessed through the link: https://frontiersprings. co.in/downloads/Code of Conduct for Prevention of Insider Trading FSL%20(2).pdf
POLICY ON SEXUAL HARASSMENT
Prevention and control of sexual harassment at workplace constitutes an important part of corporate culture while aligning with best practices and improving management processes. The Company has zero tolerance for sexual harassment at workplace and has adapted a policy on prevention, prohibition and redressal of sexual harassment at workplace with a mechanism of lodging complaints and has constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 and the rules framed there under. No complaints were reported to the Board for sexual harassment of women at work place during the financial year 2023-24.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2023-24 till the date of this Report. Further, there was no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by the Regulators, or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the financial year under review, the transactions entered/continue to be entered into with related parties were in the ordinary course of business and on an arm''s length basis. The omnibus approval from the Audit Committee was obtained on Annual basis for transactions of repetitive nature and which are subsequently approved by the Board of Directors of the Company. During the year, the Company had not entered into any contract, arrangement/transaction with related parties which could be considered material in accordance with the Company''s related party transaction policy and accordingly, the disclosure of Related party transaction as required under Section 134(3)(h) of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, in Form AOC-2 does not form part of this report. However, the related party transactions entered by the Company are disclosed under Note No. 32 of the Notes to the financial statements for the year ended 31st March, 2024.
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company''s website at https://frontiersprings. co.in/downloads/Policv%20on%20Related%20Partv%20Transactions.pdf
GENERAL
⢠The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
⢠The Company has not issued any shares (including sweat equity shares) to employees of the Company or its subsidiary under any scheme.
⢠There is no change in the Share Capital Structure of the Company during the year under review.
⢠There was no revision in the financial statements.
⢠There has been no change in the nature of business of the Company.
⢠There is no proceeding initiated/pending against the Company under the Insolvency/Bankruptcy Code, 2016.
⢠There was no instance of time settlement with any bank or financial institution.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record appreciation for the co-operation and support extended by various departments of the Central and State Governments(s), Bankers and Business associates.
Your Directors also place on record their appreciation for the contribution made by employees at all the levels, Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support.
Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the Company.
For and on behalf of the Board Kundan Lal Bhatia
Place: Kanpur Chairman Cum Managing Director
Date: 09.08.2024 DIN: 00581799
Mar 31, 2023
The Directors have pleasure in presenting the Forty-Third Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.
The summarized financial results of the Company for the year ended 31st March, 2023 as compared to the preceding year are as under:
|
(Amount in Lacs) |
||
|
Particulars |
2022-23 |
2021-22 |
|
Income from Operations/Turnover |
10799.13 |
8463.08 |
|
Profit Before Interest, Depreciation and Tax |
1330.88 |
1320.95 |
|
Less: Interest |
33.43 |
28.12 |
|
Less: Depreciation |
320.17 |
285.27 |
|
Profit Before Tax |
977.28 |
1007.56 |
|
Income Tax |
||
|
Less: Current year Tax |
233.52 |
251.15 |
|
Less: Previous year Tax |
0.00 |
1.73 |
|
Less: Deferred Tax |
19.71 |
3.24 |
|
Net Profit |
724.05 |
751.44 |
|
Add: Other Comprehensive Income (after Tax) |
40.25 |
76.42 |
|
Total Comprehensive Income for the period |
764.30 |
827.87 |
|
Proposed Dividend |
39.39 |
39.39 |
|
Balance available for appropriation |
724.91 |
788.48 |
|
Surplus B/F from Previous Year |
6347.10 |
5558.63 |
|
Transfer to General Reserve |
0.00 |
0.00 |
|
Surplus carried to Balance sheet |
7072.02 |
6347.11 |
FINANCIAL AND OPERATIONAL PERFORMANCE
The financial statements for the year ended 31st March, 2023 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
The total income of the Company was '' 10799.13 Lacs. The operating profit (EBIDTA) stood at '' 1330.88 lacs. During the year under review, the Company has earned at net profit of '' 724.05 lacs.
The performance of the Company during the current FY 202223 continues to be encouraging and barring unforeseen circumstances, your Directors except your Company to achieve better results during the year.
The Board of Directors has decided to retain the entire amount of profit for Financial Year 2022-23 in the statement of profit and loss.
As on 31st March, 2023, your Company has Total Paid up Share Capital of '' 3,93,85110 divided into 39,38,511 Equity shares of '' 10/- each.
The Board is pleased to recommend a dividend of '' 1 per Equity Share (i.e @10%) of '' 10/- each of the Company for the financial year 2022-23, payable to those shareholders, whose names appear in the Register of Members/Beneficial Ownership list provided by the depositories on the record date, involving cash outflow of '' 39.39 Lacs of the Company''s standalone net profit for the financial
year 2022-2023. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.
⢠We have already supplied Air Springs to Indian Railways and fitment trials are underway which are nearly to be completed in the month of October 2023. In next financial year and comimg years, there will be substantial increase in the turnover and profitability because of addition of Air Springs in our product line.
⢠This year the Railway Board has finalized the tender of 45000 wagons from wagon builders in addition to 90,000 wagons orders finalized last years for which supplies will take place in next three years which will give us good orders and value addition for wagon springs and forgings which will increase the turnover manifold in coming three years.
⢠The orders for manufacturing of Springs/Forging for Linke-Hofmann Busch (LHB) coaches and Electric Locomotives Springs such as WAP-7 and WAG-9H which were being imported till date by Indian Railways continues manifold. The demand for products developed by the Forging Unit namely Anti Roll Bar, Anti Roll Bar Bracket and Roll Link used in the manufacturing of LHB Coaches continues to rise. The orders in the pipeline are good.
SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE COMPANY
The Company has no Subsidiary, Associate and Joint Venture Companies and as such the requirement of furnishing the information relating to the financial position of Subsidiary, Associate and Joint Venture Companies is not applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
⢠Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Shri Neeraj Bhatia (DIN: 00582395), Whole time Director of the Company retires from the Board by rotation, at the ensuing Annual General Meeting (AGM) of the Company and being eligible he has offered herself for re-appointment. The Board recommends the proposal of his re-appointment for consideration of the members at the ensuing AGM of the Company.
The Board of Directors of the Company at its meeting held on 9th August, 2023 has unanimously approved the re-appointment of Smt. Mamta Bhatia (DIN:03480368) and Smt. Manju Bhatia (DIN: 03480362) as Whole-Time Directors of the Company for a further period of 5 (Five) years with effect from 14th May, 2024 and 14th November, 2023 respectively, subject to the approval of the members at the ensuing AGM on the terms and conditions recommended by Nomination and Remuneration Committee. The Board recommends the proposal of re-appointment of the aforesaid Directors for consideration of the Members at the ensuing AGM of the Company. Appropriate resolutions seeking Member''s approval for re-appointment of the Directors along-with the brief profile are placed in the Notice of the ensuing AGM of the Company.
As per the provisions of Section 203 of the Companies Act, 2013 the following persons were designated as Key Managerial Personnel and there had been no change in KMP during the year under review:
|
Sr. No |
Name |
Designation |
|
1) |
Shri Kapil Bhatia |
Managing Director |
|
2) |
Shri Dhruv Bhasin |
Company Secretary |
|
3) |
Shri Neeraj Bhatia |
Chief Financial Officer |
DECLARATION FROM INDEPENDENT DIRECTORS
The Company had received the declarations u/s 149(7) of the Companies Act, 2013 from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and they have also confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the independent directors on the Board of the Company possess requisite qualifications and attributes of integrity, expertise and experience.
During the financial year 2022-23, 4 (Four) meetings of the Board of Directors were held and, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two consecutive meetings were within the period prescribed by the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationâ).
The Board of Directors at its meeting held on 11th February, 2023 has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to provisions of the Act and SEBI Listing Regulations.
The performance of the Board and Individual Directors was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
In the Board Meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. The Performance Evaluation of Independent Directors was done by the entire Board, excluding the director being evaluated. The Evaluation Process was conducted through a structured questionnaire prepared after taking into consideration the various aspects laid down under the Nomination and Remuneration Policy of the Company. The Board of Directors expressed satisfaction with the evaluation process.
In a separate meeting of Independent Directors held on 11th February, 2023 the performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated taking into account the views of Executive and Non-Executive Directors of the Company.
The Company is committed to sound corporate governance practices as well as compliance with all applicable laws and regulations. The Board believes that combining the highest level of ethical principles with our unmatched brand, experience and expertise, will ensure that Frontier Springs Limited will continue to be the leading Company in the Railway Sector. The Corporate Governance Report, as stipulated under Regulations 17 to 27 and 46(2) and Paragraph C, D and E of Schedule V to the SEBI Listing Regulations, forms part of the Annual Report
The Report on Corporate Governance as stipulated under SEBI Listing Regulations is annexed to the Annual Report as Annexure-A and forms part of this report.
The Certificates from M/s P. Manghwani & Associates certifying that:
(1) the Company has complied with the requirements of Corporate Governance in terms of SEBI (LODR) Regulations, 2015;
(2) none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing directors of Companies by SEBI/MCA; are attached and forms part of this report
COMPANYSâ POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee inter-alia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and Whole-Time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & others senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.
The Nomination &Remuneration Policy of the Company is available on the website of the Company at the link https://frontiersprings. co.in/downloads/Nomination%20and%20Remuneration%20 Policy.pdf There has been no change in the policy during the year under review. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Policy.
AUDITORS AND AUDITORSâ REPORT
(1) Statutory Auditors
M/s. Sanjeevani Raizada & Co., (FRN: 021960) Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 (Five) years at the 42nd Annual General Meeting of the Company held on 28th September, 2022 who shall hold office for a period of 5 (Five) from the conclusion of the 47th Annual General Meeting of the Company to be held in the year 2027 in accordance with the provisions of the Companies Act, 2013. The Auditors have confirmed that they not disqualified from continuing as Statutory Auditors of the Company.
The Audit Report from the Statutory Auditors forms part of this Annual Report. The said report does not contain any qualification, reservation or adverse remark.
(2) Cost Auditors
Pursuant to the Rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013 in respect of its products and accordingly such accounts and records are made and maintained M/s. R. M. Bansal & Co., Cost Accountants (Firm Registration. No.: 00022), have been appointed as Cost Auditors of the Company to conduct the audit of the Cost Accounts of the Company, for the financial year 2023-24. As required under the Companies Act, 2013, the resolutions seeking members'' ratification for the remuneration payable to Cost Auditors forms part of the Notice convening the Annual General Meeting.
(3) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s P. Manghwani & Associates, Practicing Company Secretary as Secretarial Auditor of the Company, to undertake Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the year ended 31st March, 2023 is annexed herewith as Annexure-B to this report.
The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.
(4) Internal Auditors
Pursuant to provisions of Section 138 read with Rule 13 of Companies (Accounts) Rules 2014, your Company engaged the services of M/s J Chandra & Co., Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2022-23. The Quarterly Internal Audit Report is placed before the Audit Committee of the Company for its review, at regular intervals.
As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2022-23 has been placed on the Company''s website at https:// frontiersprings.co.in/downloads/MGT-annual-report-2021-22.pdf
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI Listing Regulations), a Management Discussion & Analysis Report for the year under review is annexed on page 14 as a separate section forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2022-23 is annexed as Annexure-C which forms part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability in respect of the financial year ended on 31st March, 2023 confirm that:
1) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
2) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
3) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) they have prepared the Annual Accounts of the Company on a going concern basis;
5) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
6) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Board of Directors of your Company had constituted a Corporate Social Responsibility Committee which under take CSR activities, projects and programs as provided in the CSR Policy of the Company and identified under Schedule VII of the Companies Act, 2013. The Composition of the CSR Committee along-with the detailed report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended is annexed with this report as Annexure-D and forms an integral part of this Report.
Corporate Social Responsibility Committee of the Board has developed a CSR policy which can be accessed on https:// frontiersprings.co.in/downloads/Whistle%20Blower%20Policy.pdf
During the year under review, the Company has neither accepted nor renewed any deposits from public in terms of provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company, during the year, had not accepted any unsecured loans from the Directors of the Company.
The disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-E and forms an integral part of this report. The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid rules forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY THE COMPANY
Your Company has not given any loans or provided guarantees and/or any securities or provided security attracting provisions of Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations. However, the details of investments made are provided in the Note No.2 of the Notes to the Financial Statements for the year ended 31st March, 2023.
The Equity Shares of Company continued to be listed at BSE Limited and the Annual Listing Fee for the financial year 2022-23 has been paid up-to date within the stipulated time period.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place internal financial control systems, commensurate with the size of the Company and the nature of its business, with reference to financial statements. The Audit Committee of the Board of Directors regularly reviews the adequacy and effectiveness of Internal Control Systems and suggests improvement to strengthen them.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.
COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises of 5 (five) members and all members are Independent Directors of the Company. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on arms'' length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has in place a vigil mechanism for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''s policies or rules, manipulations, negligence causing danger to public health and safety and other matters or activity on account of which the interest of the Company is affected or likely to be affected and formally reported by whistle blowers. If an investigation leads the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit.
The policy has been posted on the website of the Company and may be accessed at the link: https://frontiersprings.co.in/downloads/ Whistle%20Blower%20Policy.pdf
RISK MANAGEMENT
Risk is an inherent factor in business cycle and cannot be avoided. However, proper planning and checks lead to risk mitigation. The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management, assessment and minimization procedures.
The Risk Management Policy has been uploaded on the Company''s website and may be accessed at the link https://frontiersprings. co.in/downloads/Risk%20Mangement%20Policy.pdf
INSIDER TRADING
In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (''Insider Trading Code'') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (''Code of Fair Disclosure'')
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensures that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company which is not in the public domain, that is to say, insider information.
The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.
The Code of Conduct for Insider trading is placed on the website of the Company and can be accessed through the link: https:// frontiersprings.co.in/downloads/Code_of_Conduct_for_ Prevention_of_Insider_Trading_FSL%20(2).pdf
POLICY ON SEXUAL HARASSMENT
Prevention and control of sexual harassment at workplace constitutes an important part of corporate culture while aligning with best practices and improving management processes. The Company has zero tolerance for sexual harassment at workplace and has adapted a policy on prevention, prohibition and redressal of sexual harassment at workplace with a mechanism of lodging complaints and has constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaints were reported to the Board for sexual harassment of women at work place during the financial year 2022-23.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2022-23 till the date of this Report. Further, there was no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by the Regulators, or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the financial year under review, the transactions entered/ continue to be entered into with related parties were in the ordinary course of business and on an arm''s length basis. The omnibus approval from the Audit Committee was obtained on Annual basis for transactions of repetitive nature and which are subsequently approved by the Board of Directors of the Company. During the year, the Company had not entered into any contract, arrangement/transaction with related parties which
could be considered material in accordance with the Company''s related party transaction policy and accordingly, the disclosure of Related party transaction as required under Section 134(3)(h) of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, in Form AOC-2 does not form part of this report. However, the related party transactions entered by the Company are disclosed under Note No. 32 of the Notes to the financial statements for the year ended 31st March, 2023.
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company''s website at https://frontiersprings.co.in/downloads/Policy%20 on%20Related%20Party%20Transactions.pdf
⢠The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
⢠The Company has not issued any shares (including sweat equity shares) to employees of the Company or its subsidiary under any scheme.
⢠There is no change in the Share Capital Structure of the Company during the year under review.
⢠There was no revision in the financial statements.
⢠There has been no change in the nature of business of the Company.
⢠There is no proceeding initiated/pending against the Company under the Insolvency/Bankruptcy Code, 2016.
⢠There was no instance of time settlement with any bank or financial institution.
Your Directors take this opportunity to place on record appreciation for the co-operation and support extended by various departments of the Central and State Governments(s), Bankers and Business associates.
Your Directors also place on record their appreciation for the contribution made by employees at all the levels, Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support.
Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the Company.
Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the Thirty Eighth Annual Report of the Company along with the Audited Statement of Accounts the for the year ended 31st March, 2018. The summarized financial results for the year as compared to the previous year are as under:
FINANCIAL RESULTS
(Rs. in Lacs)
|
Particulars |
2017-18 |
2016-17 |
|
Income from Operations/ Turnover |
6003.65 |
4909.40 |
|
Profit Before Interest, Depreciation and Tax |
875.49 |
540.84 |
|
Interest |
132.26 |
142.60 |
|
Depreciation |
193.79 |
165.92 |
|
Profit/(Loss) Before Tax |
549.44 |
232.32 |
|
Income Tax |
||
|
Current year Tax |
114.04 |
48.28 |
|
Deferred Tax |
79.08 |
(29.53) |
|
Net Profit |
356.32 |
213.57 |
|
Surplus B/F from P.Y. |
1798.49 |
1584.92 |
|
Transfer to General Reserve |
0.00 |
0.00 |
|
Balance available for appropriation |
2154.80 |
1798.49 |
|
Surplus carried to Balance sheet |
2575.08 |
2218.77 |
REVIEW OF OPERATIONS
Your Company has prepared the financial statements for the year ended March 31, 2018 for the first time in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Previous year figures have been re-grouped/re-classified wherever necessary and have been re-stated as per Ind AS.
The operation of the company during the financial year under review improved with turnover of Rs. 6003.65 Lacs as against Rs 4909.40 Lacs in preceding year. The net profit during the year was higher at Rs. 356.32 Lacs as against Rs 213.57 Lacs in the preceding year. The improvement in the turnover and profitability had been mainly on account of growth in demand, improvement in the operational efficiencies and cost cutting measures.
The performance of the company during the current financial year has further improved and barring unforeseen circumstances, your Directors expect your company to turn out even better results during the current year as well.
DIVIDEND
To conserve resources for the expansion and to consolidate the financial position of the company, your Directors considered it prudent not to recommend any dividend for the year.
EXPANSION
Forging Division
Your company is continuously expanding its product base. Approval of spindle rod, Anti roll bar, Anti roll bar bracket & Anti roll bar fork have been obtained from Rail Coach Factory; Kapurthala The company is further expanding Forging unit at Rania and is in process to install new CNC machines which would increase efficiency, quality and help in cost-cutting. Your Company has installed solar plant of 100 KVA promoting measures of Go-Green Initiative and in turn will also save some money for the company.
Coil springs
Your company has already received orders for manufacturing of springs for Linke-Hofmann Busch(LHB) coaches which were being imported till date by Indian Railways which is reflective in the turnover and profitability of the company. The orders in the pipeline are high in number; considering that all the springs of the existing coaches have to be replaced with new ones. Further your company has also received orders for Springs of T18 train, the first semi high speed train which would run at a speed of 160 km/hr. The management is optimistic that in the years to come; the company would reach to new heights. Your company has also got orders for supply of loco-springs for heavy haul locomotives WAG-9,WAG-9M,WAP-7 &WAP-5 from CLW,DLW & DMW. The execution of such kind of orders are expected to increase the turnover and profitability manifold.
SUBSIDIARY COMPANY / ASSOCIATE / JOINT VENTURE COMPANY
The Company has no Subsidiary, Associate and Joint Venture Companies and as such the requirement of furnishing the information relating to the financial position of Subsidiary, Associate and Joint Venture Companies is not applicable.
DIRECTORS
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Mamta Bhatia (DIN: 003480368) , Director of the Company retires from the Board by rotation, at the ensuing Annual General Meeting of the Company and being eligible she has offered herself for reappointment.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Companies Act, 2013 the following persons were designated as Key Managerial Personnel and there had been no change in KMP during the year under review
|
S.No |
Name |
Designation |
|
1) |
Mr. Kapil Bhatia |
Managing Director |
|
2) |
Mr. Dhruv Bhasin |
Company Secretary |
|
3) |
Mr. Neeraj Bhatia |
Chief Financial Officer |
DECLARATION FROM INDEPENDENT DIRECTORS
The company had received the declarations u/s 149(7) of the Companies Act, 2013 from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(i)(b) of the Listing Regulations.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the SEBI(Listing Obligations & Disclosure Requirements) 2015.
BOARD EVALUATION
Pursuant to Section 134(3)(p) and other applicable provisions, if any, of the Companies Act,2013 and Regulation 17(10) and other applicable regulations ,if any of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(âListing Regulations'') , the performance of the Board as a whole and individual directors was evaluated by the Board after seeking relevant inputs from all the Directors. The Nomination and Remuneration Committee (NRC) reviewed the performance of the Individual Directors.
In a separate meeting of Independent Directors held on 14th February, 2018, performance of Non-Independent Directors, the Chairman of the Company and the performance of the Board as a whole was evaluated taking into account the views of Executive and Non-Executive Directors.
The performance of the Board as whole and of directors individually was found to be satisfactory.
COMPANYSâ POLICY ON DIRECTORSâAPPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee interalia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with the performance of the Company and industry trend.
The Remuneration Policy is annexed herewith as Annexure F which forms part of this report.
AUDITORS AND AUDITORS REPORT
I. STATUTORY AUDITORS
M/s. Sanjeevani Raizada & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 37th Annual General Meeting of the Company held on 28.09.2017 who shall hold office till conclusion of the 42nd Annual General Meeting in accordance with the provisions of Companies Act,2013. However, their appointment was subject to ratification by the members at every Annual General Meeting to be held thereafter during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section 141 of the Companies Act, 2013 and therefore, their ratification for appointment as Statutory Auditors for the year 2018-19 is being sought from the Members of the Company at the ensuing Annual General Meeting.
The Auditor''s Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark.
II. COST AUDITORS
As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.
III. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s P. Manghwani & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for the year 2017-18. The Secretarial Audit Report for the year ended 31st March, 2018 is annexed herewith as Annexure-D to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
IV. INTERNAL AUDITORS
Pursuant to provisions of Section 138 read with Rule 13 of Companies (Accounts) Rules 2014, your Company engaged the services of M/s J Chandra & Associates, Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and activities of the Company for the Financial Year 2017-18.The Internal Audit Report is placed before the Audit Committee of the Company, at regular intervals.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations), a Management Discussion & Analysis Report is annexed and forms part of this Annual Report.
CORPORATE GOVERNANCE
The new Companies Act, 2013 have strengthened the governance regime in the country.Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximizing stakeholders'' value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. The business conduct can be ethical only when it rests on the six core values of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. In line with the requirements of these core values and new law, the Company through its Board and Committees endeavors to strike and deliver the highest governing standards for the benefits of its stakeholders.
As required under Schedule V to the Listing Regulations, a separate section on Corporate Governance together with certificate from M/s P.Manghwani & Associates, Practicing Company Secretaries, confirming compliance of the conditions of Corporate Governance, forms an integral part of this report.
STATUTORY INFORMATION
PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year 2017-18 is annexed as Annexure âB'' which forms part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability in respect of the financial year ended on 31st March,2018 confirm that:
i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the Annual Accounts of the Company on a going concern basis.
v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FIXED DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits from public in terms of provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
However, in terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules,2014, the outstanding amount of unsecured loan from directors was Rs 133.69 lacs which was taken in the preceding years. The Company did not accept any unsecured loans from Directors during the year.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, directly or indirectly, to any person or other body corporate or given any guarantee or provided any security in connection with a loan to any other body corporate or person.
EXTRACT OF ANNUAL RETURN
The extracts of the Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act,2013 read with Rule 12(1) of the Companies (Management & Administration) Rules 2014 is included in this report as âAnnexure-Câ and forms an integral part of this Report.
LISTING
The Equity Shares of Company continued to be listed at BSE Limited and the Annual Listing has been paid up-to date.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the company. Based on the report of the internal auditor, respective departments undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations, if any and corrective actions thereon are presented to the Audit Committee of the Board.
COMPLIANCE WITH SECRETERIAL STANDARDS
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) issued by The Institute of Company Secretaries of India.
AUDIT COMMITTEE, VIGIL MECHANISM & RISK MANAGEMENT
The composition of Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the SEBI( Listing Obligations and Disclosure Requirements) 2015. The Audit Committee comprises of five members and all members are Independent Directors. The Company Secretary is the Secretary of the Committee. All transactions with related parties are on arms'' length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism for Directors and Employees, to report genuine concerns about any wrongful conduct with respect to the Company or its business or affairs. This policy covers malpractices, misuse or abuse of authority, fraud, violation of the Company''s policies or rules, manipulations, negligence causing danger to public health and safety and other matters or activity on account of which the interest of the company is affected or likely to be affected and formally reported by whistle blowers. If an investigation leads the Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit.
RISK MANAGEMENT
Risk is a inherent factor in business cycle and cannot be avoided. However, proper planning and checks lead to risk mitigation. The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management, assessment and minimization procedures. Further, in accordance with SEBI Regulations, a Risk Management Committee has also been formed which also oversees the risk management of the company.
INSIDER TRADING
In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (âInsider Trading Code'') and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code of Fair Disclosure'').
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensures that the Directors and specified persons of the Company and their dependants shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the company which is not in the public domain, that is to say, insider information.
The Code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the needs and interest of all the stakeholders.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred from the end of the financial year 2017-18 till the date of this Report. Further, there was no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by the Regulators, or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis.
The details of material contracts / arrangements / transactions at arm''s length basis for the year ended 31st March, 2018 is annexed hereto and form part of this Report as Annexure E.
Your Directors draw attention of the Members to Note No.33 to the Financial Statement which sets out all related party disclosures.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record appreciation for overwhelming co-operation and assistance received from Company''s Bankers, Government Authorities and esteemed customers and their continued patronage and support during the year.
Your Directors also place on record their appreciation for the contribution made by all the Officers, Staff and Workmen. The consistent growth of your Company was made possible by their hard work, cooperation and support. Your Directors also take this opportunity to place on record their gratitude to the Members for their continued support and confidence with the company.
For and on behalf of the Board
KUNDAN LAL BHATIA KAPIL BHATIA
Place : Kanpur Chairman Cum Managing Director Managing Director
Date :14th August, 2018 DIN No. 00581799 DIN No. 00582337
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Thirty Fifth Annual
Report together with the Audited Financial Statement of Accounts of the
Company for the year ended 31st March 2015.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2014-15 2013-14
Income from Operations 3633.91 3820.08
Profit Before Interest,
Depreciation and Tax 279.67 420.36
Interest 90.52 76.04
Depreciation 132.80 118.61
Profit/(Loss) Before Tax 56.35 225.71
Income Tax
Current year Tax 10.93 46.21
Deferred Tax 4.78 10.79
Profit/(Loss) After Tax 40.64 168.71
Profit/(Loss) B/F from P.Y. 1493.48 1324.77
Transfer to General Reserve - -
Balance available for
appropriation 1534.12 1493.48
Surplus carried to
Balance sheet 1534.12 1493.48
REVIEW OF OPERATIONS :
During the year under review, your Company has achieved a turnover of
about Rs 36 Crores. However a marginal decline in turnover was noticed
as compared to the previous year on account of general industrial
slowdown, extremely competitive market conditions re- sulting in
squeezed margins and sluggish demand from railways.
During the year your Company has diversified its operations and started
production of Roofing Sheets
DIVIDEND:
To conserve resources for the expansion and to consolidate the
financial position of the company, your Directors considered it prudent
not to recommend any dividend for the year.
PROSPECTS:
Your Company continues to expand its manufactur- ing facilities.
Technological up gradation in its plant and machinery is an ongoing
process which will further im- prove the performance of your Company.
The manage- ment continues to lay emphasis on quality control and it is
for the same reason that now the production would be carried out Forge
Moster IG-Pack System for Billet Heat- ing Application as a result of
which the wastage in pro- duction would be reduced to a marked extent.
The out- look for the current financial year appears to robust and
positive. The current year will show increased volumes due to which the
profitability is likely to improve.
DIRECTORS:
In accordance with the provisions of the Compa- nies Act, 2013 read
with Articles of Association of the Company Smt. Manju Bhatia, Director
of the Company retires by rotation at the ensuing Annual General Meet-
ing and is eligible for re-appointment.
During the year under review Shri K.L. Bhatia, Chair- man Cum Managing
Director, Shri Kapil Bhatia, Manag- ing Director, Shri Neeraj Bhatia,
Chief Financial Officer cum Whole Time Director and Smt. Mamta Bhatia,
Whole Time Director were re-appointed effective from 1st April 2015,
5th January 2015, 1st April 2015 & 14th May 2014 for a period of five
years and the matter is placed for approval of the Shareholders of the
Company at the ensuing Annual General Meeting.
During the year, as per the provisions of Section 203 of the Companies
Act, 2013 the following persons were designated as Key Managerial
Personnel:-
KEY MANAGERIAL PERSONNEL:
S.No Name Designation
1) Kapil Bhatia Managing Director
2) Dhruv Bhasin Company Secretary
3) Neeraj Bhatia Chief Financial Officer
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations to the
Board that they fulfill all the require- ments as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the Com-
panies Act, 2013 and the relevant rules.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year, the
details of which are given in the Corporate Governance Report that
forms part of this Annual Report. The intervening gap between any two
meetings was within the period prescribed by the Com- panies Act, 2013
and the Listing Agreement.
BOARD EVALUATION
The Board annually evaluates its performance as well as the performances
of its Committees and of Di- rectors individually. For evaluating the
performance of the Board as a whole, the Board reviews the periodical
performances of the Company and the role of the Board towards
achievement of the said performances and the future plans as set out
from time to time. The performance of the executive directors is
evaluated by the Board by linking it directly with their devotion
towards implemen- tation and management of the growth parameters of the
Company and the actual achievements of the Company. The performance of
the Executive Directors is evaluated on the basis of their contribution
for adopting better cor- porate governance practices, transparency and
disclo- sures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on
the basis of the achievement of the work designated to the specific
committee.
COMPANYS' POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the in- dependence of the Board, and
separate its functions of governance and management. The Company has
duly constituted the Nomination and Remuneration Commit- tee of the
Board and the committee interalia periodically evaluates:
1. The need for change in composition and size of the Board;
2. Recommend/review remuneration of the Managing Director(s) and
Whole-time Director(s) based on their performance.
3. Recommend the policy for remuneration of Directors, KMPs & other
senior level employees of the Company and review the same in accordance
with the performance of the Company and industry trend.
The Remuneration Policy is annexed herewith as Annexure G which forms
part of this report.
FAMILIARISATION PROGRAMMES FOR BOARD MEM- BERS
The Board Members are provided with necessary documents / brochures,
reports and internal policies to enable them to familiarize with the
Company's proce- dures and practices. Periodic presentations are made
at the Board and Board Committee Meetings on business and performance
updates of the Company, business strategy and risks involved. Quarterly
updates on relevant statutory changes and landmark judicial
pronouncements encompassing important laws are regularly circulated to
the Directors.
SUBSIDIARY COMPANY / ASSOCIATE / JOINT VEN- TURE COMPANY
The Company has no Subsidiary, Associate and Joint Venture Companies
and as such the requirement of fur- nishing the information relating to
the financial position Subsidiary, Associate and Joint Venture
Companies is not applicable.
AUDITORS:
I. STATUTORY AUDITORS
M/s. Sanjay Nandini & Co., Chartered Accountants, were appointed as
Statutory Auditors of your Company for a period of three years at the
last Annual General Meeting held on 30/09/2014. Their continuance of
appointment is placed for ratification at the ensuing Annual General
Meeting. The Company has received a certificate from the Auditors to
the effect that if their appointment is confirmed it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
The observations made by auditors in their report have been suitably
explained in the Notes to Account and therefore do not call for any
further clarification or explanation.
II. COST AUDITORS
As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit
is not applicable to the Company.
III. SECRETARIALAUDITORS
The Company has appointed Ms. Priyanka Manghwani, Practicing Company
Secretary as Secretarial Auditor of the Company for the year 2014-15.
There is no qualification, reservation or adverse remark made by the
Secretarial Auditor in the report. The Secretarial Audit Report is
placed as Annexure 'E'.
IV. INTERNALAUDITORS:
The Company has appointed M/s. Kedia Gupta & Associates, Chartered
Accountants as the Internal Auditors of the Company for the year
2014-15. The Internal Auditor Report is placed before the Audit
Committee of the Company from time to time.
CORPORATE GOVERNANCE:
The new Companies Act, 2013 have strengthened the governance regime in
the country. Corporate Gover- nance is all about maintaining a valuable
relationship and trust with all stakeholders. We consider stakehold-
ers as partners in our success, and we remain commit- ted to maximizing
stakeholders' value, be it sharehold- ers, employees, suppliers,
customers, investors, com- munities or policy makers. The business
conduct can be ethical only when it rests on the six core values of
Cus- tomer Value, Ownership Mindset, Respect, Integrity, One Team and
Excellence. In line with the requirements of these core values and new
law, the Company through its Board and Committees endeavors to strike
and deliver the highest governing standards for the benefits of its
stakeholders.
Pursuant to revised Clause 49 of the Listing Agree- ment vide SEBI
Circular No. CIR/CFD/POLICY CELL/7/ 2014 Dt April, 17th 2014 the
Company is not required to comply with the conditions of Clause 49 of
the Listing Agreement. However, as a good Corporate Governance practice
and to maintain continuity in standards of Dis- closures Report on
Corporate Governance and Man- agement Discussion & Analysis Report is
placed as An- nexure 'A' which forms part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion & Analysis Report is annexed and forms part of this Annual
Report.
STATUTORY INFORMATION PARTICULARS OF EMPLOYEES:
As none of the employees of the Company was in receipt of Remuneration
in excess of the limits pre- scribed, the requisite information under
sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, being inappli- cable is not required
to be furnished. Disclosures per- taining to remuneration and other
details as required under Section 197(12) read with Rule 5(1) of
Companies(Appointment and Remuneration of Mana- gerial Personnel)
Rules, 2014 are provided in Annex- ure-C forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as per Section 134(3)(m) of the Compa- nies Act, 2013 read
with the Companies (Accounts) Rules, 2014 relating to conservation of
energy, technol- ogy absorption and foreign exchange earnings and outgo
for the financial year 2014-15 is annexed as Annexure 'B' which forms
part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the Directors of the Company hereby state and
confirm that:-
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures;
ii) they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) they had prepared the Annual Accounts of the Company on a going
concern basis.
v) they had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
vi) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DEPOSITS:
The Company has not accepted any Public Depos- its under the provisions
of the Companies Act, 2013 read with Rules framed there under during
the year under review.
PARTICULARS OF LOANS, GUARANTEES OR IN- VESTMENTS
The company has not given any Loans or Guaran- tees and made
investments covered under Section 186 of the Companies Act, 2013
requiring disclosure in this regard
ANNUAL RETURN
The extracts of Annual Return pursuant to the pro- visions of Section
92 read with Rule 12 of the Companies.(Management and Administration)
Rules, 2014 are furnished in Annexure 'D' forming part of this Report.
LISTING:
The Equity Shares of Company continue to be listed at BSE Limited and
the Annual Listing Fees for the fi- nancial year 2015-16 has been paid.
INTERNAL CONTROL SYSTEM AND THEIR AD- EQUACY
The Company is committed to maintain internal control systems and
procedures designed to provide rea-sonable assurance for orderly and
efficient conduct of business and security of its assets. Actual
performance is constantly monitored by the management. The Company has
a well-defined Organization Structure and authority level. The internal
control system is supplemented by an extensive review by the management
and documented policies, guidelines and procedures.
DISCLOSURES
Audit Committee
The Audit Committee comprises Independent Di- rectors namely Shri P.K
Goenka (Chairman), Shri Yashpal, Shri R.K Bhatia, Shri N.P Singh and
Shri R.N Trivedi as other Members. All the recommendations made by the
Audit Committee were accepted by the Board.
Vigil Mechanism (Whistle Blower Policy)
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its
Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement, a
Vigil Mechanism for directors and employees to report genuine concerns
about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy has been established. The
Vigil Mechanism Policy has been uploaded on the website of the Company.
Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Man- agement of the Company. This policy also lays down criteria
for selection and appointment of Board mem- bers. The details of this
policy are enclosed herewith as Annexure-G.
RISK MANAGEMENT
The Board of Directors in their Meeting held on 13th August 2014 had
constituted Risk Management Com- mittee of the Company. The Committee
has formulated Risk Management Policy of the Company which has been
subsequently approved by the Board of Directors of the Company. The aim
of risk Management policy is to maximize opportunities in all
activities and to minimize adversity. The policy includes identifying
types of risks and its assessment, risk handling and monitoring and
reporting, which in the opinion of the Board may threaten the existence
of the Company. The Risk Management Policy may be accessed on the
Company's website.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COM- PANY OCCURRED BETWEEN THE END OF THE FI- NANCIAL
YEAR TO WHICH THESE FINANCIAL STATE- MENTS RELATE AND THE DATE OF THE
REPORT
No material changes and commitments affecting the financial position of
the Company occurred from the end of the Financial year 2014-15 till
the date of this Report. Further, there was no change in the nature of
business of the Company.
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future opera- tions.
PARTICULARS OF CONTRACTS OR ARRANGE- MENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on arm's length basis.
The details of material contracts / arrangements / transactions at
arm's length basis for the year ended 31st March, 2015 is annexed
hereto and form part of this Report as Annexure F
Your Directors draw attention of the Members to Note No.30 to the
Financial Statement which sets out all re- lated party disclosures.
ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude for overwhelming
co-operation and assistance received from Company's Bankers, Government
Authorities and esteemed customers for their continued patronage and
support during the year. Your Directors also place on record their
appreciation for the contribution made by all the Officers, Staff and
Workmen. The consistent growth of your Company was made possible by
their hard work, cooperation and support. Your Directors also take this
opportunity to place on record their gratitude to the Mem- bers for
their continued support and confidence with the company.
For and on behalf of the Board
Place : Kanpur KUNDAN LAL BHATIA KAPIL BHATIA
Date : 14th August, 2015 Chairman Cum Managing Managing Director
Director)
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the Thirty Fourth Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March 2014.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2013-14 2012-13
Income from Operation 3,802.64 3918.17
Profit Before Int., Dep.,& Tax 420.36 455.76
Interest 76.04 77.42
Depreciation 118.61 107.45
Profit/(loss) Before Tax 225.71 270.89
Income Tax :
Current year Tax (46.22) (52.64)
Deferred Tax (10.79) (17.75)
Profit/(Loss) After Tax 168.70 200.50
Profit/(Loss) B/f from P.Y. 1,324.77 1130.67
Balance available for
appropriation 1,493.47 1331.17
Proposed Dividend /
Dividend Tax Paid 0 6.39
Profit/(Loss)transferred to
Reserves & Surplus 1,493.47 1324.78
OPERATIONS
The operation of the Company during the financial year under review
were slightly down with turnover of Rs. 3802.63 Lacs as against Rs.
3918.17 Lacs in pre- ceding year. The net profit during the year was
lower at Rs.168.70 Lacs as against Rs. 200.49 Lacs in the pre- ceding
year. The recessionary conditions, flagging de- mand coupled with
depressed price realization brought the overall turnover and
profitability of the Company under pressure. However, best possible
efforts are be- ing made to increase the production as the market is
indicating revival signs, Therefore, we are confident for a better
performance in near future.
DIVIDEND
As already reported in the previous year''s Direc- tors'' Report, your
Company has completed the setting up of forging plant for manufacturing
of forging items for supply to Indian Railways and other Heavy
Industries The Company is in the process of increasing the capac- ity
of the existing plant. To conserve resources for the expansion of the
plant and to consolidate the financial position of the company, your
Directors consider it pru- dent not to recommend any dividend for the
year.
EXPANSION
Forging Division
Your company has already set up the forging plant and the management is
taking conducive steps to fur- ther expand the forging division by
expanding its prod- uct base. Approval of screw coupling, knuckle pins
with washer, yoke pin and knuckle thrower have been ob- tained from
Research Design & Management Organi- zation (R.D.S.O) in addition to
Draft gear Forging, Hanger and Hanger Block. The company is further
expanding Forging unit at Rania and is in process to install a new
hammer which would be used to produce products of heavy industries.
Export orders are also being executed.
Coil Springs
Your company would be the first one to receive or- ders for
manufacturing of springs for Linke-Hofmann Busch(LHB) coaches which
were being imported till date by Indian Railways thereby increase the
revenue of the company as a result the profitability would increase in
the near future. Presently LHB coaches are used in pre- mium air
conditioned services such as Rajdhani, Shatabdi and Duronto trains. We
are optimistic that in the coming years the company would reach to new
heights. The execution of such kind of orders would in- crease the
turnover manifold. The Company has also obtained Part 1 Vendor
Registration for supply GM LOCO Springs to DLW Varanasi.
DIRECTORS
Shri Prem Sagar, Smt.Sushma Bhatia & Smt.Sonia Bhatia resigned from
directorship of the Company w.e.f 29.05.2013, 24.10.2013 & 31.12.2013
respectively. Smt. Manju Bhatia was appointed as an Additional
Director of the Company w.e.f.14.11.2013 and is proposed to be
regularized as an ordinary director at ensuing 34th an- nual general
meeting of the Company.
Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013
read with Companies (Appoint- ment and Qualification of Directors)
Rules, 2014 and clause 49 of the listing agreement the Independent Di-
rectors are not liable to retire by rotation and are re- quired to be
appointed by Shareholders. Accordingly Mr. P K Goenka, Mr.R N Trivedi,
Mr. Yash Pal, Mr. N P Singh & Mr. R K Bhatia are proposed to be
appointed as an Independent Directors of the company to hold office for
a term of consecutive five years from the conclusion of ensuing 34th
annual general meeting and whose pe- riod of office shall not be liable
to determination by re- tirement of directors by rotation.
Pursuant to the provisions of the Companies Act, 2013 and Articles of
the Association of the Company, Smt. Mamta Bhatia, Director of the
Company retire from the Board by rotation and being eligible they have
of- fered herself for re-appointment.
The Board re-commends for their re-appointment at ensuing annual
general meeting.
AUDITORS
The term of the present auditor of the Company, M/s Sanjay Nandani &
Co., Chartered Accountants, Kanpur, expires at the conclusion of till
the conclusion of the ensuing Annual General Meeting and are eligible
for re- appointment. The Company has received letter from them to the
effect that their re-appointment, if made, would be within the
prescribed limits under Section 141(3)(g) of the Companies Act, 2013
and that they are not disqualified for re-appointment. The Board
recommends their appointment.
The Board appointed Rakesh Misra & Co., Cost Accountants as the Cost
Auditors for 2014-15 on May 16, 2014. As per the provisions of Section
148 of the Act read with the Companies (Audit and Auditors) Rules,
2014, the proposal for ratification of remuneration payable to the Cost
Auditors by the shareholders of the Company is placed in notice
convening 34th annual general meeting.
AUDITORS'' REPORT
The Auditors'' Report read with the notes to the ac- counts referred to
therein are self-explanatory and, there- fore, do not call for any
further comments.
Cost Audit report for year ended at 31st March, 2013 was filed vide SRN
528360998 dated 03.12.2013.
PARTICULARS OF EMPLOYEES
As none of the employees of the Company was in receipt of remuneration
in excess of limit prescribed, in- formation as per Section 217(2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
DIRECTORS RESPONSIBILITY STATEMENT
In the term of the Section 217(2AA) of the Compa- nies, 1956, the
Directors of the company state in respect of the year ended 31st March,
2014 that: -
(a) That in preparation of Annual Accounts, the ap- plicable Accounting
Standards have been followed along with proper explanation relating to
material departure.
(b) That they have selected such Accounting Poli- cies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company at the end of the Financial year and of the Profit of the
Company for that year.
(c) That they have taken proper and sufficient care for the maintenance
of adequate Accounting Records in accordance with the provision of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting the fraud and other irregu- larities.
(d) That they have prepared Annual Accounts on going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirements of Section 217(1)(e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, the particulars relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are annexed hereto-forming part of this Re- port
(Annexure - I).
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, Management Discussion
and Analysis is placed at An- nexure - II and forms part of this Annual
Report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, Corporate Governance
Report together with the Audi- tors'' Certificate on compliance of the
conditions of Cor- porate Governance is placed at Annexure - III and
forms part of this Annual Report.
LISTING INFORMATION
The Company''s Shares are presently listed at ''U.P. Stock Exchange
Ltd., Kanpur, being the Regional Stock Exchange, as well as the ''BSE
Ltd.'', Mumbai. The delisting certificate from Calcutta Stock Exchange
is awaited. The Company has recently received communication from U.P.
Stock Exchange Limited that in view of SEBI circular No.
CIR/MRD/DSA/14/2012 and SEBI Circular No. CIR/ MRD/DSA/18/2014 dated 22
May, 2014. Since the Com- pany is already listed on BSE Limited, the
Company has expressed its disinterest to UPSE to getting listed at
Calcutta Stock Exchange.
The Listing fees to the Stock Exchanges have been paid up to date.
ACKNOWLEDGEMENTS
Yours Directors take this opportunity to place on record their
appreciation for the co-operation and sup- port extended by Indian
Railways and other departments of Central and State Government,
Financial Institutions, Bankers and Business Associates.
Your Directors also wish to place on record their appreciation to all
the employees for their sincere and dedicated services rendered to the
Company and are also grateful to all the members of the Company for re-
posing continued trust and confidence in the Manage- ment of the
Company.
For and on behalf of the Board
Place : Kanpur K. L. BHATIA
Date : 13.08.2014 Chairman and Managing Director
DIN No. 00581799
Mar 31, 2013
Dear Shareholders,
The directors have pleasure in presenting the Thirty Third Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March 2013.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2012-13 2011-12
Income from Operation 3,918.17 3591.92
Profit Before Int., Dep. & Tax 455.76 516.74
Interest 77.42 58.43
Depreciation 107.45 83.64
Profit/(loss) Before Tax 270.89 374.67
Income Tax :
Current year Tax (52.64) (76.42)
Deferred Tax (17.75) (13.85)
Profit/(Loss) After Tax 200.49 284.13
Profit/(Loss) B/f from P.Y. 1,130.67 992.32
Transfer to General Reserve 0.00 100.00
Balance available for appropriation 1,331.16 1276.45
Proposed Dividend / Dividend Tax Paid 6.39 45.78
Profit/(Loss)transferred to
Reserves & Surplus 1,324.77 1130.67
OPERATIONS
The operation of the Company during the financial the year under review
increased with turnover of Rs. 3918.17 Lacs as against Rs. 3591.92
Lacs in preceding year. The net profit during the year was lower at Rs.
200.49 Lacs as against Rs. 284.13 Lacs in the preceding year. The
recessionary conditions, flagging demand coupled with depressed price
realization brought the overall turnover and profitability of the
Company under pressure. However, best possible efforts are being made
to increase the production as the market is indicating revival signs,
Therefore, we are confident for a better performance in near future.
DIVIDEND
As already reported in the previous year''s Directors'' Report, your
Company has completed the setting up of forging plant for manufacturing
of forging items for sup- ply to Indian Railways and other Heavy
Industries The Company is in the process of increasing the capacity of
the existing plant. To conserve resources for the expansion of the
plant and to consolidate the financial position of the company, your
Directors consider it prudent not to recommend any dividend for the
year.
EXPANSION
As already reported in the previous year''s Directors'' Report your
company has completed the setting up of forging plant at it is own land
and building at E-14, Panki Industrial Area, Site-I, Kanpur in the
vicinity of Kanpur District in the State of Uttar Pradesh for
manufacturing of forging items for supply to Indian Railways and other
Heavy Industries that would add to the profitability of the company in
the near future. The Company has installed two hammer capacity of 2 Ton
& 3Ton each with total production capacity of 300 Mt p.m. Your Company
has obtained the approval of Research Design & Standard Organization
(R.D.S.O.) for manufacturing of Hanger for Bogie Bolster & Block Hanger
and has also started sup- ply of forgings for Draft gear RF 361 to all
the draft gear manufacturers in India such as Texmaco, Titagarh Wag-
ons, HEI etc., Samples of Draft gear forging has also been send to
Miner Enterprises Inc., USA for their ap- proval.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and Articles of
the Association of the Company, Smt. Sushma Bhatia, Shri Narinder Pal
Singh and Shri Ramesh Narayan Trivedi, Directors of the Company re-
tire from the Board by rotation and being eligible they have offered
themselves for re-appointment.
AUDITORS
The term of the present auditor of the Company, M/s Sanjay Nandani &
Co., Chartered Accountants, Kanpur, expires at the conclusion of this
Annual General Meeting and being eligible they have confirmed their
willingness to accept office, if re-appointed. The Board recommends
their appointment.
AUDITORS'' REPORT
Explanation to point (i)
Since our customers are Indian railways and other government
department, hence it is not possible to have confirmation of
reconciliation statement from them be- cause they follow the practice
of acceptance of goods and payment of bills. However our accounts are
still rec- onciled with the books and invoice.
In case of creditors our major creditors are reconciled and some are
not reconciled because of non-avail- ability of account statement.
Explanation to point (ii)
Since in our Company the costs are variable ac- cording to drawing and
design of springs and forging products and it is not possible to
ascertain the cost of each spring and forging product. Hence the
Company values the finished goods as net realizable cost since past and
Income Tax and Excise department also accept this method.
PARTICULARS OF EMPLOYEES
As none of the employees of the Company was in receipt of remuneration
in excess of limit prescribed, in- formation as per Section 217(2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
DIRECTORS RESPONSIBILITY STATEMENT
In the term of the Section 217(2AA) of the Companies, 1956, the
Directors of the company state in respect of the year ended 31st March,
2013 that: -
(a) That in preparation of Annual Account, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departure.
(b) That they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company at the end of the Financial year and of the Profit of the
Company for that year.
(c) That they have taken proper and sufficient care for the maintenance
of adequate Accounting Records in accordance with the provision of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting the fraud and other irregularities.
(d) That they have prepared Annual Accounts ongoing concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirements of Section 217(1)(e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, the particulars relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are annexed hereto-forming part of this Re- port.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, Management Discussion
and Analysis, Corporate Governance Report together with the Auditors''
Certificate on compliance of the conditions of Corporate Governance
form part of this Annual Report.
LISTING INFORMATION
The Company''s Shares are presently listed at ''U.P. Stock Exchange
Ltd.'', Kanpur, being the Regional Stock Exchange, as well as the ''BSE
Ltd.'', Mumbai. The delisting certificate from Calcutta Stock Exchange
is awaited. The Listing fees to the Stock Exchanges have been paid up
to date.
ACKNOWLEDGEMENTS
Yours Directors take this opportunity to place on record their
appreciation for the co-operation and sup- port extended by Indian
Railways and other departments of Central and State Government,
Financial Institutions, Bankers and Business Associates.
Your Directors also wish to place on record their appreciation to all
the employees for their sincere and dedicated services rendered to the
Company and are also grateful to all the members of the Company for re-
posing continued trust and confidence in the Management of the
Company.
For and on behalf of the Board
Place:Kanpur K. L. BHATIA
Date : 14.08.2013 Chairman and Managing Director
DATE : 31st MARCH, 2013.
Mar 31, 2012
The directors have pleasure in presenting the Thirty Second Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March 2012.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2011-12 2010-11
Income from Operation 3,591.92 4,295.71
Profit Before Int., Dep. & Tax 516.74 774.92
Interest 58.43 45.32
Depreciation 83.64 100.84
Profit/(Loss) Before Tax 374.67 628.75
Income Tax :
Current year Tax -76.42 -131.78
Deferred Tax -13.85 1.19
Income Tax for earlier year -0.27 -0.25
Profit/(Loss) After Tax 284.13 497.91
Profit/(Loss) B/f from P.Y. 992.32 633.79
Balance available for appropriation 1,276.45 1,131.70
General Reserve 100.00 100.00
Proposed Dividend / Dividend Tax Paid 45.78 39.39
Profit/(Loss) transferred to Reserves
& Surplus 1,130.67 992.31
OPERATIONS
The operation of the Company during the financial year under review
decreased with turnover of Rs. 3591.92 Lacs as against Rs. 4295.71 Lacs
in preceding year. The net profit during the year was lower at Rs.
284.13 Lacs as against Rs. 497.91 Lacs in the preceding year. The
recessionary conditions, flagging demand coupled with depressed price
realization brought the overall turnover and profitability of the
Company under pressure. How- ever, best possible efforts are being made
to increase the production as the market is indicating revival signs,
Therefore, we are confident for a better performance in near future.
DIVIDEND
Inspite of the lower profit, the Board has decided to maintain the
dividend and approved an equity dividend of Re.1 (10%) per share of Rs.
10 face value (on the paid-up equity share capital) for the approval of
the mem- bers for the financial year 2011-2012. The dividend, if
approved, at the 32nd Annual General Meeting by the members, will be
paid to all those equity shareholders whose names appear in the
Register of Members as on 16th September, 2012 and also to those, whose
names, as beneficial owners, are furnished by the National Securities
Depository Limited and the Central Depository Services (India) Limited.
EXPANSION
As already reported in the previous year's Directors' Report your
company has completed the setting up of forging plant at it is own land
and building at E-14, Panki Industrial Area, Site-I, Kanpur in the
vicinity of Kanpur District in the State of Uttar Pradesh for
manufacturing of forging items for supply to Indian Railways and other
Heavy Industries that would add to the profitability of the company in
near future. The Company has installed two hammer capacity of 2 Ton & 3
Ton each with total produc- tion capacity of 300 MT p.m. The company
has invested Rs. 448.06 Lacs as on 31.03.2012. Your Company has
completed all the formalities for obtaining approval of Research Design
& Standard Organization (R.D.S.O.) and will be obtaining the same
within a month.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and Articles of
Association of the Company, Shri. Ramesh Kumar Bhatia, Shri. Kapil
Bhatia and Shri Prem Sagar Directors of the Company retire from the
Board by rotation and being eligible they have offered themselves for
re-appointment.
AUDITORS
The term of the present auditor of the Company, M/s Sanjay Nandani &
Co., Chartered Accountants, Kanpur, expires at the conclusion of this
Annual General Meeting and being eligible they have confirmed their
willingness to accept office, if re-appointed. The Board recommends
their appointment.
AUDITORS' REPORT
Explanation to point (vi) (i)
Since our customers are Indian Railways and other government
department, hence it is not possible to have confirmation of
reconciliation statement from them be- cause they follow the practice
of acceptance of goods and payment of bills. However our accounts are
still rec- onciled with the books and invoice.
In case of creditors our major creditors are recon- ciled and some are
not reconciled because of non-avail- ability of account statement.
Explanation to point (vi) (ii)
Since in our Company the costs are variable ac- cording to drawing and
design of springs and it is not possible to ascertain the cost of each
spring.
Hence the Company values the finished goods as net realizable cost
since past and Income Tax and Excise department also accept this
method.
PARTICULARS OF EMPLOYEES
As none of the employees of the Company was in receipt of remuneration
in excess of limit prescribed, in- formation as per Section 217(2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
DIRECTORS RESPONSIBILITY STATEMENT
In the term of the Section 217(2AA) of the Compa- nies, 1956, the
Directors of the company state in respect of the year ended 31st March,
2012 that: -
(a) That in preparation of Annual Account, the appli- cable Accounting
Standards have been followed along with proper explanation relating to
material departure.
(b) That they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company at the end of the Financial year and of the Profit of the
Company for that year.
(c) That they have taken proper and sufficient care for the maintenance
of adequate Accounting Records in accordance with the provision of the
Companies Act, 1956, for safeguarding the Assets of the Com- pany and
for preventing and detecting the fraud and other irregularities.
(d) That they have prepared Annual Accounts on going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirements of Section 217(1)(e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, the particulars relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are annexed hereto-forming part of this Re- port.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, Management Discussion
and Analysis, Corporate Gov- ernance Report together with the Auditors'
Certificate on compliance of the conditions of Corporate Governance
form part of this Annual Report.
LISTING INFORMATION
The Company's Shares are presently listed at 'U.P Stock Exchange
Ltd.', Kanpur, being the Regional Stock Exchange, as well as the 'BSE
Ltd.', Mumbai. The delisting certificate from Calcutta Stock Exchange
is awaited. The Listing fees to the Stock Exchanges have been paid up
to date.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation for the co-operation and support ex- tended by Indian
Railways and other departments of Central and State Government,
Financial Institutions, Bankers and Business Associates.
Your Directors also wish to place on record their ap- preciation to all
the employees for their sincere and dedi- cated services rendered to
the Company and are also grateful to all the members of the Company for
reposing continued trust and confidence in the Management of the
Company.
For and on behalf of the Board
Place : Kanpur K. L. BHATIA
Date : 13.08.2012 Chairman and Managing Director
Mar 31, 2010
The directors have pleasure in presenting the Thirteeth Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
Particulars 2009-10 2008-09
Turnover 3641.00 3019.73
Profit Before Int., Dep.,& Tax 561.47 233.59
Interest 41.84 35.82
Depreciation 53.67 38.95
Profit/(loss) Before Tax 465.97 158.82
Income Tax :
Current year Tax 125.63 58.16
Fringe Benefit Tax 0.00 2.94
Deferred Tax 42.68 (6.86)
Income Tax for previous year 1.10 3.63
Profit/(Loss) After Tax 296.53 100.94
Profit/(Loss) B/F from P.Y. 337.27 236.32
Profit/(Loss)transferred to
Reserves & Surplus 633.79 337.27
OPERATIONS
The operation of the Company during the financial year under review
improved with turnover of Rs. 3641.00 Lacs as against Rs. 3019.73 Lacs
in preceding year. The net profit during the year was higher at Rs.
465.97 Lacs as against Rs. 158.82 Lacs in the preceding year despite
increase in the input cost. The improvement in the turn- over had been
mainly on account of improvement in the operational efficiency.
The Performance of the Company during the current financial year has
further improved and barring unfore- seen circumstances, your Directors
expect your Company to turn even better results during the current year
as well.
DIVIDEND
As already reported in the previous years Directors Report, your
Company has started the production and execution of order at new unit
at Poanta Sahib, Himachal Pradesh. Due to initial stage of production
at the new unit, and to conserve resources for general corporate needs
of the company and to consolidate the financial position of the
company, your Directors consider it prudent not to recommend any
dividend for the year. But your Directors are hopeful, far seeing the
performance of the company that they would be in a position to
recommend dividend in near future.
EXPANSION
(1) As already reported in the previous years Directors Report, your
Company has completed all the formali- ties for obtaining approval of
Research Design & Stan dard Organization (R.D.S.O.) for manufacturing
of Air Suspension Springs and will be getting its approval any time.
And your company has also entered into a Technical know-how agreement
with M/s Chenguang Rubber Co. Ltd. China to obtain the foreign technol-
ogy for manufacturing of Air Suspension Springs for Indian Railways.
The product will soon be supplied to Indian Railways on test basis and
Company expects to receive further orders in future.
(2) As already reported in the previous years Directors Report, your
Company has completed the setting up of fabrication unit for
manufacturing of Fabricated Components such as Break Beam & Liners for
loco- motive, coaches and wagons and has obtained the approval of
R.D.S.O. Lucknow, and will be supplying the same.
(3) Your Company has started manufacturing of con- denser and assembly
for supply to BHEL Bhopal.
DIRECTORS
Pursuant to the provisions of the Companies Act, 1956 and Articles of
the Association of the Company, Smt. Sushma Bhatia and Sh. Prem Sagar,
Directors of the Company retire from the Board by rotation and being
eligible they have offered themselves for re-appointment.
AUDITORS
The term of the present auditor of the Company, M/s Sanjay Nandini &
Co., Chartered Accountants, Kanpur, expires at the conclusion of this
Annual General Meeting and being eligible they have confirmed their
willingness to accept office, if re-appointed. The Board recommends
their appointment.
PARTICULARS OF EMPLOYEES
As none of the employees of the Company was in receipt of remuneration
in excess of limit prescribed, information as per Section 217(2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
DIRECTORS RESPONSIBILITY STATEMENT
In the term of the Section 217(2AA) of the Companies Act, 1956, the
Directors of the company state in respect of the year ended 31st March,
2010 : -
(a) That in preparation of Annual Account, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departure.
(b) That they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company at the end of the Financial year and of the Profit of the
Company for that year.
(c) That they have taken proper and sufficient care for the maintenance
of adequate Accounting Records in accordance with the provision of the
Companies Act, 1956, for safeguarding the Assets of the Company and for
preventing and detecting the fraud and other irregularities.
(d) That they have prepared Annual Accounts on going concern basis.
INFORMATION/ EXPLANATION ON ADVERSE RE- MARKS IN AUDITORS REPORT
Explanation to point (1)
Since our customers are Indian Railways and other government
department, hence it is not possible to have confirmation of
reconciliation statement from them because they follow the practice of
acceptance of goods and payment of bills. However our accounts are
still reconciled with the books and invoice.
In case of creditors our major creditors are recon- ciled and some are
not reconciled because of non-avail- ability of account statement.
Explanation to point (2)
Since in our Company costing system is not followed because costs are
variable according to drawing and design and it is not possible to
adopt the same. Hence the Company values the finished goods as net
realizable cost since past. And Income Tax and Excise department also
accept this method.
CONSERVATION OF ENERGY, TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirements of Section 217(1)(e) of the Companies Act,
1956, read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, the particulars relating to
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are annexed hereto-forming part of this Report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, Man- agement Discussion
and Analysis, Corporate Governance Report together with the Auditors
Certificate on compli- ance of the conditions of Corporate Governance
form part of this Annual Report.
LISTING INFORMATION
The Companys Shares are presently listed at The Uttar Pradesh Stock
Exchange Association Ltd., Kanpur, being the Regional Stock Exchange,
as well as the Bombay Stock Exchange Ltd., Mumbai. The Equity Shares of
the Company have been de-listed from the Delhi Stock Exchange
Association Limited, New Delhi, Ahmedabad Stock Exchange; de-listing
certificate from Calcutta Stock Exchange is awaited. The Listing fees
to the Stock Ex- changes have been paid up to date.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation for the co-operation and support ex- tended by Indian
Railways and other departments of Cen- tral and State Government,
Financial Institutions, Bank- ers and Business Associates.
Your Directors also wish to place on record their ap- preciation to all
the employees for their sincere and dedi- cated services rendered to
the Company and are also grateful to all the members of the Company for
reposing continued trust and confidence in the Management of the
Company.
For and on behalf of the Board
Place:Kanpur K. L. BHATIA
Date : 12.08.2010 Chairman and Managing Director
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