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Directors Report of Saint-Gobain Sekurit India Ltd.
Mar 31, 2025
Your Directors are pleased to present the 52nd Annual Report of the Company along with audited financial statements for the year ended March 31,2025.
|
FINANCIAL HIGHLIGHTS |
('' Lakhs) |
|
|
2024-25 |
2023-24 |
|
|
Revenue from Operations |
20,841.38 |
20,069.97 |
|
Operating Profit |
4,763.35 |
4,316.92 |
|
Finance Costs |
29.17 |
49.00 |
|
Profit Before Tax |
4,734.18 |
4,267.92 |
|
Tax Expense |
1,135.96 |
1,144.58 |
|
Profit After Tax |
3,598.22 |
3,123.34 |
|
Other Comprehensive Income (net of tax) |
(63.97) |
20.49 |
|
Total Comprehensive Income |
3,534.25 |
3,143.83 |
Your Directors are pleased to recommend for approval of the Members a dividend of ''2/- per equity share of the face value of ''10/-each for the financial year ended March 31,2025. The dividend on equity shares, if approved by the Members would result in a cash outflow of ''1,822.11/- Lakhs (''1,822.11/- Lakhs in the previous year).
The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 7 of this Report and is also available on the Company''s website, https://www.sekuritindia.com/investor_information.html > Policies.
Your Directors do not propose to transfer any amount to the reserves.
The automotive sector demonstrated commendable resilience during FY 2024-25, with overall vehicle sales showing year-on-year growth. However, the commercial vehicle segment faced headwinds, experiencing a decline in volumes primarily due to delays in infrastructure projects during the general election year, which affected the first nine months of the financial year.
In line with the increasing demand for high-quality, large-format windshields, your Company has made strategic investments in advanced windshield preprocessing lines. The shift from manual to automated cutting and grinding processes has significantly enhanced product quality and reduced operational risk at the plant.
To accommodate the production of larger windshields, space optimization became a priority. The production line layout was accordingly restructured to minimize glass movement, thereby improving ergonomics and workflow efficiency. Additionally, storage facilities were relocated outside the main plant area, creating valuable space for the expansion of production lines.
On the sustainability front, our ongoing initiatives are yielding tangible results. Operational circularity has improved through reduced water and energy consumption per square meter of glass produced. Our commitment to green energy continues through solar power generation and rainwater harvesting, both of which remain on track. Furthermore, we have increased the use of recycled materials in packaging and enhanced the cullet circularity ratio. These milestones have been achieved through the consistent efforts and active engagement of our dedicated team.
The revenue from operations for FY 2024-25 was ''20,841.38/- Lakhs higher by 4% over the previous year''s revenue from operations of ''20,069.97/- Lakhs. The profit after tax for FY 2024-25 was ''3,598.22/- Lakhs, higher by 15% over the previous year''s profit after tax of ''3,123.34/-.
In a continuously evolving environment, the emphasis on sustainability goals and enhanced driver and passenger comfort remains central to industry developments. Regulatory bodies are actively proposing new guidelines, including notable regulations such as the mandatory introduction of air-conditioned cabins in commercial vehicles, which are likely to drive increased demand for value-added glazing solutions.
To accelerate Electric Vehicle (âEVâ) adoption, efforts are being made on both demand and supply sides. Your Company is strategically aligned with this shift, focusing on expanding in the OEM segment, particularly in 3-wheelers, trucks, Light Commercial Vehicles (âLCVsâ), buses, and aftermarket categories.
Our growth strategy includes capitalizing on the expanding commercial vehicle market, deepening our presence with new electric 3-wheeler Original Equipment Manufactures (âOEMsâ), and adopting a focused approach toward scaling the small commercial vehicle segment. Building on the strong contribution from the bus body and LCV segments in the previous financial year, these areas will continue to receive increased attention and investment.
The rollout of air-conditioned cabins in commercial vehicles presents a significant opportunity for value-added glazing. With supplies to key customers commencing, this will enhance in-cabin comfort, particularly for truck drivers, and further position your Company as a key partner in improving vehicle ergonomics.
Additionally, government incentivization schemes, including the PM e-Bus Sewa initiative and the broader EV infrastructure roadmap, are expected to drive substantial investments in nationwide charging infrastructure. These developments will serve as important catalysts for the acceleration of EV adoption across India.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments that have had an impact on the financial position of the Company have emerged between financial year end and the date of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
The Company''s primary focus is to provide a professional work culture that fosters innovation, ensures high performance, and empowers employees to grow and develop individually. The Company strives to become a leader in its industry and places a strong emphasis on enhancing employee capabilities through training. The hiring and onboarding practices of the Company adhere to the best industry standards, and a fair and transparent performance evaluation process is followed. To improve organizational efficiency, employee engagement, and skill levels, the Company encourages participation in various training programs and mandatory e-learning courses.
More generally, employee relations were cordial and productive at work sites of your Company. At the end of the financial year, there were 99 employees.
PREVENTION OF SEXUAL HARASSMENT
The Company is committed to fostering and upholding a positive work environment free from any kind of discrimination and harassment. The Company firmly believes that all employees have the right to be treated with dignity and respect, and it maintains a zero-tolerance policy towards any violations of its Code of Conduct and any form of harassment. To effectively address and resolve sexual harassment concerns or issues, the Company has an Internal Complaints Committee (âICCâ) in place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. During the year, the Company did not receive any complaint related to sexual harassment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 (âActâ) and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report. Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at its plant location. The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and procedures established under the Saint-Gobain Group. The Company''s plants have been certified under ISO 14001:2015 and ISO 45001:2018, and these certifications acknowledges the efforts put in and outcome achieved in enhancing the Environment, Health and Safety across its work site.
The Board of Directors at its meeting held on July 28, 2023, approved the investment not exceeding ?2.21 Crore in VEH Wind Energy Private Limited (hereinafter referred as âVEHâ) towards sourcing of green power, however, the agreement between the parties was terminated, effective from October 28, 2024, as the intended purpose was no longer viable due to statutory requirements. Consequently, the agreement was mutually terminated by the Parties.
The Board of Directors at its meeting held on May 16, 2025, approved a revised investment of not exceeding ?2.46 Crore (earlier approved investment of ?2.45 Crore) in Radiance MH Sunshine Two Private Limited (in place of Radiance MH Sunrise Thirteen Private Limited) towards sourcing of green power. On completion of the statutory requirements, the Agreement will be executed by the Parties.
Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report. The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report. The Annual Report including the aforementioned information are accessible on the Company''s website, www.sekuritindia.com/investor_information.html > Annual Reports.
The Company has not accepted any public deposits, and thus, there were no outstanding amounts due on account of principal or interest on public deposits as on the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNELCessation
Mr. B. Santhanam (Director Identification No. 00494806), Promoter, Non-Executive Director of the Company relinquished his position of Non-Executive Director with effect from close of business hours of May 16, 2025, consequent to his superannuation from the service of Saint-Gobain Group.
Mr. Manigandann R (Director Identification No. 09604558), Whole-Time Director and Chief Financial Officer of the Company has resigned with effect from July 31,2024, consequent to new role and responsibility within the Saint-Gobain Group.
The Board and management place on record their gratitude for the contributions made by them during their tenure with the Company. Re-appointment/Appointment
Ms. Padmasudha Chandrasekhar (Director Identification No. 01843592) was appointed as a Non-Executive, Independent Director of the Company at the 47th Annual General Meeting held on July 25, 2020, for a period of five (5) consecutive years, commencing from April 1,2020, and ending on March 31,2025. She was re-appointed for a second term of five (5) consecutive years, starting from April 1, 2025, and ending on March 31, 2030, based on the approval of the shareholders by way of a postal ballot on March 20, 2025.
Mr. Manigandann R (Director Identification No. 09604558) was appointed as a Non-Executive Director of the Company, liable to retire by rotation, with effect from August 1, 2024, based on the approval of the shareholders by way of a postal ballot on August 31,2024.
In accordance with the Act and the Articles ofAssociation of the Company, Mr. Hari Singudasu (Director Identification No. 10455516), Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution to seek Members approval, along with other essential details, is included in the Notice of the Annual General Meeting (âAGMâ).
In accordance with Section 161(1) of the Act and Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Sreedhar Natarajan (Director Identification No. 08320482) as an Additional Director (Non-Executive) of the Company with effect from May 17, 2025. And will hold office up to the date of the ensuing AGM. Notice under Section 160(1) of the Act has been received from Member proposing candidature for the office of Director of the Company. Mr. Sreedhar Natarajan is liable to retire by rotation. The Board of Directors recommends his appointment and a resolution seeking Members approval, along with other essential details, is included in the Notice of the AGM.
Pursuant to the provisions of section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) and 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (âListing Regulationsâ). There has been no change in circumstances affecting their status as Independent Directors of the Company.
The disclosures required pursuant to Regulation 36 of the Listing Regulations, Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. The Members are also requested to refer to the pertinent items listed in the Notice of the AGM.
KEY MANAGERIAL PERSONNEL (âKMPâ)
Mr. Jeyendran Jayaseelan was appointed as the Chief Financial Officer of the Company with effect from August 1,2024, consequent to the resignation of Mr. Manigandann R, Mr. Jeyendran Jayaseelan, subsequently resigned from the position with effect from March 25, 2025.
Based on the recommendation of the Nomination and Remuneration Committee and approved by the Audit Committee and the Board of Directors at its meeting held on May 16, 2025, Mr. Senthil Nathan Seetharama Gurukkal was appointed as the Chief Financial Officer of the Company with effect from May 16, 2025, consequent to the resignation of Mr. Jeyendran Jayaseelan.
Pursuant to the provisions of Section 203 of the Act, Mr. K.S. Gopalakrishnan, Managing Director, Mr. Senthil Nathan Seetharama Gurukkal, Chief Financial Officer and Mr. Girish T. Shajani, Company Secretary are the KMP''s of the Company.
None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
DIRECTORâS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also accessible on the Company''s website at www.sekuritindia.com/investor_information.html > Policies.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on execution of specific duties, quality of deliberation at the meeting, independence of judgement, decision making, the contribution of directors at the meetings and functioning of the Committees.
The performance of the Board, its committees, individual directors, and chairperson was assessed by the Nomination and Remuneration Committee and the Board. In addition, the Independent Directors conducted an evaluation of the performance of Non-Independent Directors, Chairperson, and the Board, as a whole.
The Board of Directors also appraised the performance of the Independent Directors, their fulfillment of independence criteria specified by the Act and Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The purpose of the familiarisation programme is to acquaint the Independent Directors with the Company''s business model and the industry in which it operates. Details of the familiarisation programme are accessible on the Company''s website, www.sekuritindia.com/investor_information.html > Corporate Governance > Familiarisation Programme. Furthermore, the Independent Directors are periodically briefed on the latest developments in the Company and its operations.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to review the Company''s business and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and ensure effective participation.
During the year, five board meetings were held and one meeting of Independent Directors was also held. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.
The Board has constituted or reconstituted its committees in compliance with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The Committees currently in place are the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and Share Transfer Committee.
The Corporate Governance Report provides information about the Committees, their composition, meetings, and other relevant details.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,
i. that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made, 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 on March 31,2025 and of the profit of the Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a âgoing concern'' basis;
v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;
vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.
With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls (âIFCâ) commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as the business evolves. The Company has established a mechanism to consistently detect such deficiencies and implement updated or enhanced controls wherever the potential impact of such gaps on the Company''s operations is significant.
All related party transactions entered during the financial year were in the ordinary course of business and on an arm''s length basis. The Company has obtained the necessary approvals towards the related party transactions, as prescribed by the Act and the Listing Regulations.
The policy on related party transactions, as approved by the Board, is accessible on the website of the Company at www.sekuritindia.com/investor_information.html > Policies.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in prescribed Form No. AOC-2, is annexed as Annexure 4 to this Report.
The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements. CORPORATE SOCIAL RESPONSIBILITY (âCSRâ)
Your Company believes that its primary objective is to cater to the requirement of its customers, while simultaneously create job opportunities, providing livelihood and income for all its stakeholders (including suppliers, vendors, service providers, employees, lenders, shareholders etc.). In addition, it aims to contribute to the government''s revenue. According to your Company''s belief, meeting its obligations to society entails pursuing its main objective while upholding the highest standards of corporate governance and ethical conduct in its business operations. Against the backdrop of this belief, your Company is committed to executing the objectives outlined in its CSR policy.
In accordance with Section 135 of the Act, a Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in
Annexure 5 to this Report. During the year, your Company has spent ?71 Lakhs towards CSR activities, which are in line with the CSR policy of the Company.
The details of the CSR projects undertaken by the Company in FY 2024-25 are included as part of the Board''s Report.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalised and systematic approach for managing risk and implementing risk management processes across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten, the existence and financial position of the Company and are set out in Management Discussion and Analysis.
The Company''s Internal Financial Control Systems are commensurate with the nature of its business, financial statements and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.
WHISTLE-BLOWER POLICY AND VIGIL MECHANISM
Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith. The Whistle-Blower Policy is accessible on the website of the Company, www.sekuritindia.com/investor_information. html > Policies.
We foster an open and transparent culture by providing a secure and accessible whistleblower mechanism for employees and third parties to report any violations of the law or the Company''s Principles of Conduct and Action. This mechanism is available to all employees as well as external stakeholders. Concerns can be submitted anonymously via https://www.bkms-system.com/saint-gobain; however, we encourage individuals to share their identity to enable constructive dialogue.
M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of your Company at the 49th AGM of the Company held on August 8, 2022, till the conclusion of the 54th AGM of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
b. Cost Auditor
In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed Mr. G. Thangaraj, Cost Accountant, to conduct the audit of the cost records maintained by the Company for the financial year ending March 31,2026. Mr. G. Thangaraj, Cost Accountant, has under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of ?1,70,000/-(Rupees one lakh seventy thousand only) plus taxes and out-of-pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31,2026. Mr. G. Thangaraj, Cost Accountant, has vast experience in the field of cost audit and has conducted an audit of the cost records of the Company for the past several years.
c. Secretarial Auditor
In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed, V. N. Deodhar & Co., a proprietary firm of Practising Company Secretaries (Registration No.S1986MH002900; Peer Review Certificate No. 6464/2025), to undertake the Secretarial Audit of the Company for the financial year ended March 31,2025. The Secretarial Audit Report for the financial year ended March 31,2025, in Form No. MR-3 is set out in Annexure 6 of this Report.
Based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of V. N. Deodhar & Co., a proprietary firm of Practising Company Secretaries (Registration No. S1986MH002900; Peer Review Certificate No. 6464/2025) as Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from financial year 2025-26 till financial year 2029-30, subject to approval of the Members at the ensuing AGM.
COMMENTS ON AUDITORSâ REPORT
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, in their Auditor''s Report and by V. N. Deodhar & Co., a proprietary firm of Practising Company Secretaries, in their Secretarial Audit Report.
The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ended March 31,2025.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company''s operations in the future.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2025, is accessible on the Company''s website, www.sekuritindia.com/investor_information.html > Annual Reports.
As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this Annual Report.
As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report.
Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support and collaboration of the employees and bankers, and the loyalty of the large family of the Company''s dealers, suppliers and esteemed shareholders.
Mar 31, 2024
The Directors are pleased to present the 51st Annual Report of the Company along with audited financial statements for the year ended March 31, 2024.
|
2023-24 |
(Rs. Lakhs) 2022-23 |
|
|
Revenue from Operations |
20,069.97 |
18,631.66 |
|
Operating Profit |
4,316.92 |
3,922.40 |
|
Finance Costs |
49.00 |
40.19 |
|
Profit Before Tax |
4,267.92 |
3,882.21 |
|
Tax Expense |
1,144.58 |
995.02 |
|
Profit After Tax |
3,123.34 |
2,887.19 |
|
Other Comprehensive Income (net of tax) |
20.49 |
(57.97) |
|
Total Comprehensive Income |
3,143.83 |
2,829.22 |
Your Directors are pleased to recommend for approval of the Members a dividend of '' 2/- per equity share of the face value of '' 10/-each for the financial year ended March 31, 2024. The dividend on equity shares, if approved by the Members would involve a cash outflow of '' 1,822.11 Lakhs against the cash outflow of the previous '' 1,366.59 Lakhs in previous year.
Your Directors do not propose to transfer any amount to the reserves.
Another strong year 2023-24 for automotive industry with the passenger vehicles growing by 6%. The light commercial vehicles also witnessed robust growth of 20%. The medium and heavy commercial segment also continued its growth with a robust 6%. Post pandemic, the domestic 3-wheeler segment demonstrated remarkable growth of 24%. Many sustainability projects were completed, and various digital applications were introduced, AI cameras were implemented for safety, and Data Analytics was initiated for decision making. The high inflationary impact from raw glass costs, the rupee depreciation against dollar, high-cost imports, cost increases by almost all raw material suppliers were partly offset with price increase. Consequent to this, the Company''s sales increased by 7.7% and achieved a profit before tax of 9.9% as compared to the previous financial year 2022-23.
The Indian economy is expected to grow over 7% in the upcoming year, mainly driven by strong public demand and resilient private consumption. The push in capital expenditure and infrastructure development will sustain the growth in the auto sector. Your Company is dedicated to enhancing the culture of value creation for customers and end-users by offering innovative solutions. Additionally, the Company places great emphasis on sustainability and value chain solutions for green mobility while promoting a circular economy with all stakeholders. In the coming year, the industry is expected to see significant growth in the 3-wheeler segment, driven by the rise in electric vehicles. Commercial vehicles will offer added value opportunities due to new regulations. The bus segment is likely to experience strong growth due to increased travel, fleet purchases, and the shift to electric vehicles in public transport.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments that have had an impact on the financial position of the Company have emerged between financial year-end and the date of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
The Company''s primary focus is to provide a professional work culture that fosters innovation, ensures high performance, and empowers employees to grow and develop individually. The Company strives to become a leader in its industry and places a strong emphasis on enhancing employee capabilities through training. The hiring and onboarding practices of the Company adhere to the best industry standards, and a fair and transparent performance evaluation process is followed. To improve organizational efficiency, employee engagement, and skill levels, the Company encourages participation in various training programs and mandatory e-learning courses.
More generally, employee relations were cordial and productive at work sites of your Company. At the end of the financial year, there were 98 employees.
The Company is dedicated to establishing and maintaining a positive work environment that is free from any kind of discrimination or harassment. The Company firmly believes that all employees have the right to be treated with dignity and respect, and it maintains a zero-tolerance policy towards any violations of its Code of Conduct, particularly with regards to sexual harassment. To address any such issues, the Company has formed an Internal Complaints Committee (âICCâ) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The Company did not receive any complaint related to sexual harassment during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report. Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at its plant location and work sites. The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and procedures established under the Saint-Gobain Group. The Company''s plants have been certified under ISO 14001:2015 and ISO 45001:2018, and these certifications acknowledges the efforts put in and outcome achieved in enhancing the Environment, Health and Safety across its work sites.
Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report. The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report. The Annual Report including the aforementioned information are accessible on the Company''s website, www.sekuritindia.com/investor_information>Annual Reports.
The Company has not accepted any public deposits, and thus, there were no outstanding amounts due on account of principal or interest on public deposits as on the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment
As per the policy of the Company, Mr. Joseph Andrew Jude Pereira (Director Identification No. 00130239), Independent Director of the Company retired with effect from close of business hours of May 4, 2024 and there were no other material reasons for relinquishing the position of Independent Director of the Company. At 46th AGM of the Company, Mr. Joseph Andrew Jude Pereira was appointed for a term of five (5) consecutive years commencing from May 9, 2019 and valid till May 8, 2024.
Mr. Deepak Chindarkar (Director Identification No. 03573562), Non-Executive Director of the Company relinquished the position of Non-Executive Director with effect from close of business hours of May 4, 2024, consequent to his retirement from the service of Saint-Gobain Group.
Mr. Venugopal Shanbhag (Director Identification No. 08888359), Managing Director of the Company relinquished the position of Managing Director with effect from close of business hours of May 4, 2024, consequent to new role and responsibility within the Saint-Gobain Group.
The Board and management place on record their gratitude for the contributions made by them during their tenure with the Company. Re-appointment/ Appointment
In accordance with the Act and the Articles of Association of the Company, Mr. B. Santhanam (Director Identification No. 00494806), Non-Executive Director, retires by rotation and, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution to seek Members approval, along with other essential details, is included in the Notice.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Dr. Sundar Parthasarathy (Director Identification No. 00119337) as an Additional Director (Non-Executive, Independent) on the Board of the Company with effect from May 5, 2024. Further, basis recommendation of the Nomination and Remuneration Committee and subject to approval of the Members, the Board, In accordance with the provisions of Section 149 read with Schedule IV to the Act, and Regulation 16 of the Listing Regulations, appointed Dr. Parthasarathy as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) years commencing from May 5, 2024 to May 4, 2029. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. Dr. Parthasarathy possesses skills, expertise, knowledge and competencies in the context of the Company''s business, required for the role of an Independent Director of the Company, having wide experience in Strategic Management, Project Management, Operations, Human Resources and General Management and his induction on the Board will immensely benefit your Company.
In accordance with Section 161(1) of the Act and Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Hari Singudasu (Director Identification No. 10455516) as an Additional Director (Non-Executive) of the Company with effect from May 5, 2024, Mr. K.S. Gopalakrishnan (Director Identification No. 10601515) as an Additional Director of the Company with effect from May 5, 2024. Mr. Hari Singudasu and Mr. K.S. Gopalakrishnan will hold office only up to the date of the ensuing AGM. Notices under Section 160(1) of the Act have been received from Members proposing their candidature for the office of Directors of the Company. Mr. Hari Singudasu is liable to retire by rotation.
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and in accordance with provisions of the Act and Listing Regulations, also appointed Mr. K.S. Gopalakrishnan (Director Identification No. 10601515 ) as the Managing Director of the Company for a period of three (3) years with effect from May 5, 2024, subject to approval of the Members. Mr. K. S. Gopalakrishnan is not liable to retire by rotation.
Mr. Joseph Andrew Jude Pereira, Ms. Padmasudha Chandrasekhar and Dr. Sundar Parthasarathy have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and Regulation 16(1) and 25 (8) of the Listing Regulations. There has been no change in circumstances affecting their status as Independent Directors of the Company during the year.
The disclosures required pursuant to Regulation 36 of the Listing Regulations, Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. The Members are also requested to refer to the pertinent items listed in the Notice of the AGM.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Venugopal Shanbhag, Managing Director (ceased to be Managing Director with effect from close of business hours of May 4, 2024), Mr. K.S. Gopalakrishnan, Additional Director and Managing Director appointed with effect from May 5, 2024, Mr. Manigandann R, Whole-Time Director and Chief Financial Officer and Mr. Girish T. Shajani, Company Secretary.
Consequent the relinquishment of the office of Managing Director by Mr. Venugopal Shanbhag, the Board of Directors appointed Mr. K.S. Gopalakrishnan as the Managing Director of the Company, effective May 5, 2024.
None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
DIRECTOR''S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also accessible on the Company''s website at www.sekuritindia.com/investor_information>Policies.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The
survey questionnaire broadly covers various aspects of board functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on execution of specific duties, quality of deliberation at the meeting, independence of judgement, decision making, the contribution of directors at the meetings and functioning of the Committees. The performance of the Board, its committees, individual directors, and chairperson was assessed by the Nomination and Remuneration Committee and the Board. In addition, the Independent Directors conducted an evaluation of the performance of Non-Independent Directors, Chairperson, and the Board, as a whole. The Board of Directors also appraised the performance of the Independent Directors, their fulfillment of independence criteria specified by the Act and Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The purpose of the familiarisation programme is to acquaint the Independent Directors with the Company''s business model and the industry in which it operates. Details of the familiarisation programme are accessible on the Company''s website, www.sekuritindia. com/investor_information>Corporate Governance>Familiarisation Programme. Furthermore, the Independent Directors are periodically briefed on the latest developments in the Company and its operations. Also, Independent Directors were familiarized with the operations, products, process through visit to a manufacturing facility of Saint-Gobain Group Company in Bengaluru. NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to review the Company''s business and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and ensure effective participation.
During the year, four board meetings were held and one meeting of Independent Directors was also held. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.
The Board has constituted or reconstituted its Committees in compliance with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The Committees currently in place are the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and Share Transfer Committee.
The Corporate Governance Report provides information about the Committees, their composition, meetings, and other relevant details.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,
i. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made,
iii. 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 on March 31, 2024 and of the profit of the Company for the year ended on that date; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a ''going concern'' basis;
v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;
vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.
With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls (âIFCâ) commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as the business evolves. The Company has established a mechanism to consistently detect such deficiencies and implement updated or enhanced controls wherever the potential impact of such gaps on the Company''s operations is significant.
All related party transactions entered during the financial year were in the ordinary course of business and on an arm''s length basis. The Company has obtained the necessary approvals towards the related party transactions, as prescribed by the Act and the Listing Regulations.
The policy on related party transactions, as approved by the Board, is available on the website of the Company at www.sekuritindia.com/investor_information>Policies.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in prescribed Form AOC-2, is annexed as Annexure 4 to this Report.
The details of the transactions with related parties pursuant to Ind AS-24 are provided in the accompanying financial statements. CORPORATE SOCIAL RESPONSIBILITY
Your Company''s believes that its primary objective is to cater to the requirement of its customers, while simultaneously create job opportunities, providing livelihood and income for all its stakeholders (including suppliers, vendors, service providers, employees, lenders, shareholders etc.). In addition, it aims to contribute to the government''s revenue. According to your Company''s belief, meeting its obligations to society entails pursuing its main objective while upholding the highest standards of corporate governance and ethical conduct in its business operations. Against the backdrop of this belief, your Company is committed to executing the objectives outlined in its CSR policy.
In accordance with Section 135 of the Act, a Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in Annexure 5 to this Report. During the year, your Company has spent '' 57.39 Lakhs towards CSR activities, which are in line with the CSR policy of the Company.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalised and systematic approach for managing risk and implementing risk management processes across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten, the existence and financial position of the Company and are set out in Management Discussion and Analysis.
The Company''s Internal Financial Control Systems are commensurate with the nature of its business, financial statements and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.
WHISTLE-BLOWER POLICY AND VIGIL MECHANISM
Your Company has adopted and disseminated its Whistle Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected the leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith. The Whistle Blower Policy is accessible on the website of the Company, www.sekuritindia.com/ investor_information>Policies.
M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of your Company at the 49th AGM of the Company held on August 8, 2022, till the conclusion of the 54th AGM of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.
In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed Mr. G. Thangaraj, Cost Accountant, to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2025. Mr. G. Thangaraj, Cost Accountant, has under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of ''1,70,000/-(Rupees one lakh seventy thousand only) plus taxes and out of pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31,2025. Mr. G. Thangaraj, Cost Accountant, has vast experience in the field of cost audit and has conducted an audit of the cost records of the Company for the past several years.
In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed V. N. Deodhar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024, in Form No. MR-3 is set out in Annexure 6 of this Report.
The Board has also re-appointed V. N. Deodhar & Co., Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2024-25.
Comments on Auditors'' Report
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, in their Auditor''s Report and by V. N. Deodhar & Co., Company Secretaries, in their Secretarial Audit Report.
The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ended March 31, 2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company''s operations in the future.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is accessible on the Company''s website, www.sekuritindia.com/investor_information>Annual Reports.
As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis Report are attached, which form part of this Report.
As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Reporting is attached and is a part of this Annual Report.
The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 7 of this Report and is also available on the Company''s website, www.sekuritindia.com/investor_information>Policies.
Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support and collaboration of the employees and bankers, and the loyalty of the large family of the Company''s dealers, suppliers and esteemed shareholders.
Mar 31, 2023
The Members
Your Directors are pleased to present the 50th Annual Report of the Company along with audited financial statements for the year ended March 31,2023.
FINANCIAL HIGHLIGHTS
|
('' lakhs) |
||
|
2022-23 |
2021-22 |
|
|
Revenue from operations |
18,631.66 |
15,128.65 |
|
Operating Profit |
3,922.40 |
3,339.95 |
|
Finance Costs |
40.19 |
48.93 |
|
Profit before exceptional items and tax |
3,882.21 |
3,291.02 |
|
Exceptional gain |
- |
2,789.99 |
|
Profit before Tax |
3,882.21 |
6,081.01 |
|
Tax Expense |
995.02 |
1,311.85 |
|
Profit after Tax |
2,887.19 |
4,769.16 |
|
Other Comprehensive Income (Net of Tax) |
(57.97) |
2.31 |
|
Total Comprehensive Income |
2,829.22 |
4,771.47 |
DIVIDEND
Your Directors are pleased to recommend for approval of the Members a dividend of ?1.50/- per equity share of the face value of ?10/- each for the financial year ended March 31, 2023. The dividend on equity shares, if approved by the Members would involve a cash outflow of ?1,366.59 lakhs against the cash outflow of ?2,733.17 lakhs in the previous year (the previous year dividend of ?3/- was inclusive of ?1.50/- per equity shares as a onetime special dividend, consequent to exceptional gains reported previous year).
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the reserves.
OPERATIONS
Your Company''s growth during the year 2022-23 was fuelled by recovery in commercial vehicles, 3 Wheelers and growth in replacement market. The demand will persist, however, there can be potential impact due to global recession and higher interest rates. Margins were eroded due to the high inflationary impact from raw glass costs, rupee depreciation against dollar, high-cost imports, cost increased by almost all raw material suppliers. Simultaneously, plant operated at its saturation level. Consequent to this, the Company''s sales increased by 23% and profit before tax excluding the exceptional gains has increased by 18% as compared to the previous financial year 2021-22. Your Company also positively progressed on the supply of Industrial Vehicle windshields to Europe. Your Company is well aligned with the Saint-Gobain''s âGrow and Impactâ strategic plan.
FUTURE PROSPECTS
Your Company is focused on the growing After-market Glass Replacement business, targeting the growing Electric Vehicle segment and exploring opportunities in the Bus & Coach segment. The emphasis of your Company is also on developing value-added products that improve the safety and comfort of passengers while traveling in vehicles. Your Company is positioned for increasingly utilize green energy and make a significant contribution to sustainability. With unwavering conviction, both your directors and the Company''s management exhibit tremendous faith in the future of your Company.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes or commitments that have had an impact on the financial position of the Company have emerged between financial year-end and the date of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
HUMAN RESOURCES
The Company''s primary focus is to provide a professional work culture that fosters innovation, ensures high performance, and empowers employees to grow and develop individually. The Company strives to become a leader in all the businesses it operates in and places a strong emphasis on enhancing employee capabilities through training. The hiring and onboarding practices of the Company adhere to the best industry standards, and a fair and transparent performance evaluation process is followed. To improve organizational efficiency, employee engagement, and skill levels, the Company encourages participation in various training programs and mandatory e-learning courses.
More generally, employee relations were cordial and productive at all sites of your Company. At the end of the financial year, there were 93 employees.
The Company is dedicated to establishing and maintaining a positive work environment that is free from any kind of discrimination or harassment. The Company firmly believes that all employees have the right to be treated with dignity and respect, and it maintains a zero-tolerance policy towards any violations of its Code of Conduct, particularly with regards to sexual harassment. To address any such issues, the Company has formed an Internal Complaints Committee (ICC) in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The Company did not receive any complaint related to sexual harassment during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act and read with Rule 8 of the Companies (Accounts) Rules, 2014, is set out in the Annexure 1 of this Report. Your Company is committed to ensure a clean and green, pollution-free environment as well as a safe and healthy workplace at its plant location and work sites. The Company adheres strictly to the Environment, Health, and Safety Charter, policies, and procedures established under the Saint-Gobain Group. The Company''s plants have been certified under ISO 14001:2015, ISO 45001:2018 and these certifications and various awards acknowledges the efforts put in and outcome achieved in enhancing the Environment, Health and Safety across all its work sites.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2(A) to this Report. The Statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 2(B) forming part of this Report. The Annual Report including the aforementioned information are accessible on the Company''s website, www.sekuritindia.com.
PUBLIC DEPOSITS
The Company has not accepted any public deposits, and thus, there were no outstanding amounts due on account of principal or interest on public deposits as on the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment
In accordance with the Act and the Articles of Association of the Company, Mr. Deepak Chindarkar (Director Identification No. 03573562), Non-Executive Director of the Company retires by rotation and, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment and a resolution to seek shareholders'' approval, along with other essential details, is included in the Notice.
Mr. Joseph Andrew Jude Pereira and Ms. Padmasudha Chandrasekhar have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) and 25(8) of the Listing Regulations. There has been no change in circumstances affecting their status as Independent, Non-Executive Directors of the Company during the year.
The disclosures required pursuant to Regulation 36 of the Listing Regulations, Clause 1.2.5 of the Secretarial Standard on General Meetings are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. The Members are also requested to refer to the pertinent items listed in the Notice of the AGM.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Venugopal Shanbhag, Managing Director, Mr. Manigandann R, Whole-Time Director and Chief Financial Officer and Mr. Girish T Shajani, Company Secretary.
None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
DIRECTOR''S APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration. These are set out in the Nomination and Remuneration Policy which is annexed as Annexure 3 to this Report and is also accessible on the Company''s website at www.sekuritindia.com.
ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The evaluation parameters are based on execution of specific duties, quality of deliberation at the meeting, independence of judgement, decision making, the contribution of directors at the meetings and functioning of the Committees. The performance of the Board, its committees, individual directors, and chairperson was assessed by the Nomination and Remuneration Committee and the Board. In addition, the Independent Directors conducted an evaluation of the performance of Non-Independent Directors, Chairperson, and the Board, as a whole. The Board of Directors also appraised the performance of the Independent Directors, their fulfillment of independence criteria specified by the Act and Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The purpose of the familiarisation programme is to acquaint the Independent Directors with the Company''s business model and the industry in which it operates. Details of the familiarisation programme are accessible on the Company''s website, www.sekuritindia. com/investor-information. Furthermore, the Independent Directors are periodically briefed on the latest developments in the Company and its operations. Also, independent directors were familiarized with the operations, products, process through factory visits.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to review the Company''s business and discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and ensure effective participation.
During the year, four board meetings were held and one meeting of Independent Directors was also held. The maximum interval between the board meetings did not exceed the period stipulated under the Act and the Listing Regulations.
COMMITTEES OF THE BOARD
The Board has constituted or reconstituted its Committees in compliance with the Act and Regulation 18 to 21 of the Listing Regulations during the year. The Committees currently in place are the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and Share Transfer Committee.
The Corporate Governance Report provides information about the Committees, their composition, meetings, and other relevant details.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,
i. that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made; 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 on March 31,2023 and of the profit of the Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a ''going concern'' basis;
v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;
vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.
With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls (âIFCâ) commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as the business evolves. The Company has established a mechanism to consistently detect such deficiencies and implement updated or enhanced controls wherever the potential impact of such gaps on the Company''s operations is significant.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were in the ordinary course of business and on an arm''s length basis. The Company has obtained the necessary approvals towards the related party transactions, as prescribed by the Act and the Listing Regulations.
The policy on related party transactions, as approved by the Board, is available on the website of the Company at www.sekuritindia.com.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in prescribed Form AOC-2, is annexed as Annexure 4 to this Report.
The details of the transactions with related parties are provided in the accompanying financial statements.
CORPORATE SOCIAL RESPONSIBILITY
Your Company believes that its primary objective is to cater to the requirement of its customers, while simultaneously create job opportunities, providing livelihood and income for all its stakeholders (including suppliers, vendors, service providers, employees, lenders, shareholders etc.). In addition, it aims to contribute to the government''s revenue. According to your Company''s belief, meeting its obligations to society entails pursuing its main objective while upholding the highest standards of corporate governance and ethical conduct in its business operations. Against the backdrop of this belief, your Company is committed to executing the objectives outlined in its CSR policy.
In accordance with Section 135 of the Act, a Corporate Social Responsibility Committee of the Board, having an Independent Chair, has been constituted to monitor the CSR policy and programs. The CSR policy and initiatives were undertaken during the year, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are set out in Annexure 5 to this Report.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS
Your Company recognises that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalised and systematic approach for managing risk and implementing risk management processes across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten the existence and financial position of the Company and are set out in Management Discussion and Analysis.
The Company''s Internal Financial Control Systems are commensurate with the nature of its business, financial statements and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow-up actions thereon are reported to the Audit Committee.
WHISTLEBLOWER POLICY AND VIGIL MECHANISM
Your Company has adopted and disseminated its Whistle Blower Policy to provide a secure environment and encourage employees and others to report unethical, unlawful or improper practices, acts or activities including a leak or suspected leak of Unpublished Price Sensitive Information and to prohibit any adverse personnel action against those who report such practices, acts or activities, in good faith. The Whistle Blower Policy is accessible on the website of the Company, www.sekuritindia.com.
AUDITORS
a. Statutory Auditors
M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018), were appointed as Statutory Auditors of your Company at the 49th AGM of the Company held on August 8, 2022, till the conclusion of the 54th AGM of the Company. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.
b. Cost Auditor
In accordance with Section 148 of the Act and Rules framed thereunder, the cost audit records are maintained by the Company in respect of the products which are required to be audited. Your Directors, on the recommendation of the Audit Committee, appointed Mr. G. Thangaraj, Cost Accountant, to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2024. Mr. G. Thangaraj, Cost Accountant, has under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for the appointment.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors have to be ratified by the Members of the Company. Accordingly, an appropriate resolution forms part of the Notice convening the AGM. The Board of Directors seeks your support in approving the proposed remuneration of ''1,70,000/-(Rupees one lakh seventy thousand only) plus taxes and out of pocket expenses at actuals payable to the Cost Auditor for the financial year ending March 31,2024. Mr. G. Thangaraj, Cost Accountant, has vast experience in the field of cost audit and has conducted an audit of the cost records of the Company for the past several years.
c. Secretarial Auditor
In accordance with Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. V. N. Deodhar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2023. The Secretarial Audit Report for the financial year ended March 31,2023, in Form No. MR-3 is set out in Annexure 6 of this Report.
The Board has also appointed M/s. V. N. Deodhar & Co., Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2023-24.
COMMENTS ON AUDITORS'' REPORT
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, in their Auditor''s Report and by M/s. V. N. Deodhar & Co., Company Secretaries, in their Secretarial Audit Report.
The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ended March 31, 2023.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company''s operations in the future.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is accessible on the Company''s website, www.sekuritindia.com.
DISCLOSURE REQUIREMENTS
As per Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the Management Discussion and Analysis Report are attached, which form part of this Report.
As per Regulation 34 of the Listing Regulations, a Business Responsibility and Sustainability Report is attached and is a part of this Annual Report.
The Dividend Distribution Policy of the Company as required under the Listing Regulations was adopted to set out the parameters and the circumstances that will be taken into account by the Board of Directors in determining the distribution of dividend to its shareholders. The policy is annexed as Annexure 7 of this Report and is also available on the Company''s website, www.sekuritindia.com.
Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors take this opportunity to acknowledge, with sincere gratitude, the support of its esteemed customers, the strength it derives from its association with Compagnie de Saint-Gobain and its subsidiaries, the unwavering support and collaboration of the employees and bankers, and the loyalty of the large family of the Company''s dealers, suppliers and esteemed shareholders.
On behalf of the Board of Directors
B. Santhanam Venugopal Shanbhag
Director Managing Director
Mumbai, May 15, 2023 DIN 00494806 DIN 08888359
Mar 31, 2018
BOARDâS REPORT
The Members
The Directors present the 45th Annual Report of the Company along with the audited financial statements for the year ended 31st March 2018.
1. Financial Highlights
(Rs, Lakhs)
|
2017-18 |
2016-17 |
|
|
Revenue from operations |
15,028.58 |
13,868.87 |
|
Operating Profit |
2,140.61 |
1,066.04 |
|
Interest |
43.19 |
28.99 |
|
Profit before Tax |
2,097.42 |
1,037.05 |
|
Provision for Tax |
(719.97) |
(360.24) |
|
Profit after Tax |
1,377.45 |
676.81 |
|
Other Comprehensive Income (Net of Tax) |
14.30 |
(23.84) |
|
Total Comprehensive Income |
1,391.75 |
652.97 |
The Company does not propose to transfer any amount to the Reserve for the year under review.
2. Dividend
Your Directors have not recommended any dividend for the financial year ended 31st March 2018.
3. Operations
The uncertainty caused by the implementation of the Goods and Services Tax (GST) adversely impacted the growth in the first half of the fiscal. The new Index for Industrial Production ("IIPâ) which was released in April 2017, where the base year is 2011-12 and the basket of goods has been changed to make it more representative, witnessed low growth between April and October 2017 (average of 2.5%). Since then, however, growth has been strong. The significant increase in growth from November 2017 onwards is partly on account of a low base, partly on account of re-stocking of the channel inventories post-GST and partly on account of a partial revival, led by the auto sector. Within the auto sector, both the commercial vehicles segment and the 3-wheeler segment (which are the two segments served by your Company) witnessed strong growth. The 3-wheeler segment, in particular, bounced back after declining in the previous fiscal and grew by around 30%. Reflecting this growth, your Companyâs sales increased by 20% and, consequently, the operating profit doubled.
While the long term outlook for the auto sector is positive, with the GST implementation behind us and some early signs of an economic revival, the short term outlook is also moderately positive.
4. Material changes and commitments after the end of financial year
There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.
5. Particulars of loans, guarantees or investment
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 ("Actâ) are given in the notes forming part of the financial statements.
6. Human Resources
Employee relations were cordial. Your Directors place on record their appreciation for contribution made by all employees of your Company. As on 31st March 2018, there were 129 employees.
The Company follows best practices in hiring and on-boarding of employees. The Company adopts fair and transparent performance evaluation processes. In order to improve the organizational efficiency and employee engagement, various process change initiatives were undertaken during the year. Your Company believes in conducting its business in a highly transparent and ethical way. To ensure this and also to improve skill levels, employees participate in various training programmes and complete mandated e-learning courses.
Your Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company believes that all employees have a right to be treated with dignity and has zero tolerance towards violation of its Code of Conduct and Sexual Harassment Policy. The Company has a Policy on Sexual Harassment which is widely disseminated. During the year under review, no complaint of sexual harassment has been received by the Compliance Committee.
7. Conservation of energy, technology absorption, foreign exchange earnings and outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure 1 to this Report.
8. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure 2 to this Report.
9. Public Deposits
The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
10. Directors and Key Managerial Personnel
Ms. Marie-Armelle Chupin has been appointed as an Additional Director with effect from 2nd November 2017. Ms. Chupin is a Non-Executive Director, liable to retire by rotation, subject to confirmation by the members in the ensuing Annual General Meeting.
Ms. Anupama Vaidya resigned as Director of the Company with effect from 2nd November 2017. The Directors place on record their appreciation for the contribution made by her during her tenure.
In accordance with the Companies Act, 2013 and Articles of Association of the Company, Mr. Anand Mahajan, Director, retires by rotation and being eligible offers himself for reappointment.
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 notified by Securities and Exchange Board of India on 9th May 2018, Mr. M. G. Ramkrishna, Non-Executive Independent Director, who will attain 75 years on 7th January 2019, will continue directorship from 1st April 2019 subject to confirmation by special resolution by the members at the ensuing Annual General Meeting.
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. A. Dinakar, Managing Director, Mr. R. Manigandann, Chief Financial Officer and Ms. Rukmini Subramanian, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.
None of the Director or Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company, other than salaries and sitting fees.
11. Directorâs appointment and remuneration
The Nomination and Remuneration Committee has laid down the criteria for Directorsâ appointment and remuneration. These are set out in the Nomination and Remuneration Policy annexed as Annexure 3 to this Report.
12. Annual evaluation of performance by the Board
The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a framework for performance evaluation of the Board, its committees, individual directors and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of board functioning, composition of Board and its committees, culture, execution and performance of specific duties, obligation and governance. The performance of the Board, its committees, individual directors and chairperson were reviewed by the Nomination and Remuneration Committee and Board. The independent directors evaluated the performance of non-independent directors, chairperson and Board as a whole.
13. Declaration given by Independent Directors
The Company has received necessary declarations from Independent Directors pursuant to Section 149(7) of the Act confirming that they meet the criteria of independence as under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.
14. Familiarization programme for Independent Directors
The Companyâs familiarization programme for Independent Directors provides orientation and training at the time of joining to enable them to understand the operations, business and other details of the Company. Details of the familiarization programme for Independent Directors are available on the website of the Company, www.sekuritindia.com. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations.
15. Number of meetings of the Board
The Board meets at regular intervals to review the Companyâs business and to discuss strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.
During the year, four meetings of the Board were held. The maximum interval between the meetings did not exceed the period prescribed under the Act, and the Listing Regulations.
16. Committees of the Board
During the year, in accordance with the Companies Act, 2013 and the Listing Regulations, the Board has constituted or reconstituted its Committees. Currently, the Board has the following Committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Corporate Social Responsibility Committee
- Share Transfer Committee
Details of the Committees along with their constitution and other details are provided in the "Corporate Governance Reportâ.
17. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134 of the Act,
i. that in the preparation of the annual financial statements for year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. that such accounting policies have been selected and applied consistently and judgments and estimates have been made, 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 on 31st March 2018, and of the profit of the Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the annual financial statements have been prepared on a âgoing concernâ basis;
v. that proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively;
vi. that systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.
With reference to the point number (v), the Board believes that the Company has sound Internal Financial Controls ("IFCâ) commensurate with the nature and size of its business. However, the business is dynamic and IFC are not static, and evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as business evolves. The Company has a process in place to continuously identify such gaps and implement newer and / or improved controls wherever the effect of such gaps would have a material effect on the Companyâs operations.
18. Related Party Transactions
All related party transactions entered during the financial year were in ordinary course of business and on an armâs length basis. The Company has obtained necessary approvals towards the related party transactions, as prescribed by the Act and the Listing Regulations.
The policy on related party transactions, as approved by the Board, is available on the website of the Company, www.sekuritindia.com.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in prescribed Form AOC-2, is annexed as Annexure 4 to this Report.
19. Corporate Social Responsibility
In accordance with Section 135 of the Act, a Corporate Social Responsibility (CSR) Committee of the Board has been constituted to monitor the CSR policy and the programmes and to ensure that they are in line with the Act, and the Rules made thereunder. The CSR policy and initiatives taken during the year in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are annexed as Annexure 5 to this Report.
20. Risk management and internal financial controls
Your Company recognizes that managing risk is an integral part of good management practice and an essential element of good corporate governance. It aims to have a common, formalized and systematic approach for managing risk and implementing risk management process across the Company. The Company ensures effective communication and management of risk across all risk categories. The Company has identified elements of risk, which may threaten, the existence and financial position of the Company and are set out in Management Discussion and Analysis.
The Companyâs internal financial control systems are commensurate with the nature of its business, financial statements and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
21. Whistle-Blower Policy and Vigil Mechanism
Your Company has adopted and disseminated its Whistle-Blower Policy to provide a secure environment and encourage employees to report unethical, unlawful or improper practices, acts or activities and to prohibit any adverse action against those who report such practices in good faith.
The Whistle-Blower Policy is available on the website of the Company, www.sekuritindia.com.
22. Secretarial Standards
The Company complies with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
23. Auditors
a. Statutory Auditors
M/s. Kalyaniwalla & Mistry LLP (Registration No. 104607W/W100166) appointed as the Statutory Auditors of the Company at the 44th Annual General Meeting held on 29th July 2017 for a term of five years until the conclusion of 49th Annual General Meeting, subject to ratification by members at every Annual General Meeting in terms of Section 139 of the Companies Act, 2013. In accordance with the Companies (Amendment), Act, 2017 enforced on 7th May 2018, by the Ministry of the Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
b. Cost Auditor
The Board of Directors had appointed Mr. G. Thangaraj, Cost Accountant, as the Cost Auditor to conduct audit of cost records of the Company for the financial year 2017-18. The Cost Audit Report for the financial year 2017-18 will be filed with Ministry of Corporate Affairs.
As per Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company on recommendation of the Audit Committee has appointed Mr. G. Thangaraj, Cost Accountant as the Cost Auditor of the Company for the financial year 2018-19.
Your Company has received consent from Mr. G. Thangaraj to act as the Cost Auditor of your Company for the financial year 2018-19 along with a certificate confirming their independence.
c. Secretarial Auditor
The Company had appointed M/s. V. N. Deodhar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit Report for the financial year ended 31st March 2018 is annexed as Annexure 6 to this Report.
24. Comments on Auditorsâ Report
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, in their Auditorâs Report and by M/s. V. N. Deodhar & Co., Company Secretaries, in their Secretarial Audit Report.
The Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year ended 31st March 2018.
25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company
There has been no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations. All orders received by the Company during the year are routine in nature and have no significant / material impact.
26. Extract of Annual Return
An extract of Annual Return in the prescribed form MGT-9 is annexed as Annexure 7 to this Report.
27. Management Discussion and Analysis and Corporate Governance Report
In terms of the Regulation 34(2)(e) of the Listing Regulations, the Corporate Governance Report with a Certificate from a Practicing Secretary thereon and the Management Discussion and Analysis are annexed and form part of this Report.
Acknowledgments
Your Directors take this opportunity to acknowledge with sincere gratitude the support of its esteemed customers, the strength it derives from its association with Companies de Saint-Gobain and its subsidiaries, the continued support and co-operation from its Bankers and the loyalty of the large family of the Companyâs Dealers, Suppliers and valued Shareholders.
On behalf of the Board of Directors
Anand Mahajan A. Dinakar
Director Managing Director
Mumbai, 30th May 2018
Mar 31, 2015
The Members,
Saint-Gobain Sekurit India Limited
The Directors present the 42nd Annual Report of your Company along
with the Financial Statements for the year ended 31st March, 2015.
Financial Highlights:
(Rs. in Lacs)
Particulars For the For the
year ended year ended
March 31, 2015 March 31, 2014
Sales 14,936.61 11,661.33
Operating Profit/(Loss) 776.44 90.44
Profit/(Loss) before Tax 776.44 90.44
Provision for Tax/Deferred 101.62 49.28
Profit/(Loss) after Tax 674.82 41.16
Balance brought forward from previous year (2,886.21) (2,927.37)
Profit/(Loss) carried to Balance Sheet (2,226.04) (2,886.21)
Appropriations:
The Company proposes to retain an amount of Rs. 674.82 Lacs in Profit
and Loss Account.
Operations:
While the auto sector witnessed little growth, two segments which are
important for your Company (the 3-wheeler segment and medium and heavy
commercial vehicles) saw higher growth. Consequently, your Company's
sales volumes increased during the year. At the same time, your
Company's management was successful in obtaining price increases from
the major OEMs. The price increases partially offset the significant
cost increases of the previous year. Thanks to higher volumes and
prices, your Company's sales increased by 28% during the year under
review.
During the last few years, your Company has taken several initiatives
to improve its technical performance and operating efficiencies. These
measures have started yielding results which is one of the reasons for
the improved performance. The improved operating efficiencies combined
with higher volumes and prices and stable input costs led to a
significant rise in your Company's operating profit from Rs. 90 Lacs in
2013-14 to Rs. 776 Lacs in 2014-15.
Material changes and commitments after the end of financial year:
There have been no material changes and commitments, if any, affecting
the financial position of the Company, which have occurred between the
end of the financial year and date of the report.
Particulars of loans, guarantees or investment:
The Company does not have any loans, guarantees and investments covered
under the provisions of Section 186 of the Companies Act, 2013.
Human Resource
The Company continues to place significant importance on its human
resources and enjoys cordial and peaceful relations at all levels.
The Directors are pleased to place on record their appreciation of the
services rendered by the employees at all levels. As at March 31,2015,
there were 196 employees.
The Company follows best practices in hiring and on-boarding of
employees. The Company adopts fair and transparent performance
evaluation processes. In order to improve the organizational efficiency
and employee engagement, various process change initiatives were
undertaken during the year. Your Company believes in conducting its
business in a highly transparent and ethical way. To ensure this and
also to improve skill levels, employees participate in various training
programs and mandated e-learning courses.
Your Company is committed in creating a healthy working environment
that enables employees to work without fear of prejudice, gender bias
and sexual harassment. The Company believes that all employees have a
right to be treated with dignity and has zero tolerance towards sexual
harassment at the workplace. The Company has a Policy on Sexual
Harassment which is widely disseminated. During the year under review,
the Company has not received any complaint of Sexual Harassment.
Particulars of Employee:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 form
part of the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act, the Annual Report excluding the aforesaid information is
being sent to the Members of the Company. The said information is
available for inspection at the Registered Office of the Company during
working hours and any Member interested in obtaining such information
may write to the Company Secretary and the same will be furnished on
request. The full Annual Report including the aforesaid information is
available on the website of the Company.
There is no information required to be given pursuant to Section 197
(12) read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
Environment, Health & Safety:
Your Company is committed to ensure a clean and green pollution-free
environment as well as a healthy and safe work place at all its plant
locations. Environment, Health & your Company's plants at Bhosari &
Chakan continue to remain certified under ISO 14001 and OHSAS 18001. On
the strength of these systems and the continuous focus of the
Operations team, your Company is confident of not just meeting but
exceeding all regulatory requirements. The Operations teams in both the
plants are working on environmental friendly initiatives like tree
plantation, energy saving projects, and waste reduction initiatives.
The teams have also initiated World Class
Manufacturing (WCM) initiatives under the Saint-Gobain's program of
Operational Excellence. Strict adherence to all regulatory requirements
and safety guidelines are maintained at all times.
Environment, Energy Conservation, Technology Absorption, Foreign
Exchange Earnings & Outgo:
Energy conservation is a key element of your Company's overall strategy
for cost competitiveness. Energy consumption is closely monitored at
each Work Centre level in both the Plants and variances with respect to
benchmarks are rigorously scrutinized to reduce the specific energy
consumption. Various energy conservation measures in the form of unity
power factor, innovative design of toolings, improving stuffing
efficiencies and optimized loading of Furnaces have ensured reduction
of energy consumption per square meter of value added glass produced.
Your Company continuously works on upgrading its process technology to
manage its cost and also to meet new demands of customers. Saint-Gobain
Sekurit International's technical assistance in these initiatives
through sharing of best international practices and deputation of its
experts helps in these endeavours. Development of new products as per
the new demands from Auto OEMs is managed with active support from
Saint-Gobain Sekurit International.
The Information on conservation of energy, technology absorption and
foreign exchange earning and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is annexed herewith as "Annexure D" which forms the
part of the report.
Deposits:
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
Directors:
As per the provisions of Section 149(1), 161 and other applicable
provision under the Companies Act, 2013, the Board appointed Ms.
Anupama Vaidya as an additional, Non-Executive, woman Director of the
Company on 30th January, 2015. The above appointment was based on the
recommendation of the Nomination and Remuneration Committee and is
subject to approval of the Shareholders of the Company at the
forthcoming Annual General Meeting.
As per the provisions of the Companies Act, 2013, and the Articles of
Association, Mr. A.Y. Mahajan is liable to retire by rotation at the
42nd Annual General Meeting. Mr. Mahajan has confirmed his eligibility
and willingness to accept the office of Directorship of your Company,
if appointed. In the opinion of your Directors, Mr. Mahajan has the
requisite qualifications and experience which would be of value to your
Company and would enable him to contribute to the Company in his
capacity as the Director of the Company.
The Board recommends that the resolution relating to the re-appointment
of Mr. Mahajan as Director of your Company be approved.
None of the Directors or Key Managerial Personnel has any pecuniary
relationships or transactions with the Company, other than salaries,
commission, sitting fees.
During the year, the following changes in the roles and designations of
the Directors have taken place with effect from 30th January, 2015.
Mr. A.Y. Mahajan - from Chairman of the Board to Member of the Board.
Mr. M.G. Ramakrishna - from Member of the Board and Chairman of the
Audit Committee and the Nomination & Remuneration Committee to Chairman
of the Board and Member of the Audit Committee and the Nomination and
Remuneration Committee.
Mr Padmanabha Shetty - from Member of the Audit Committee and the
Nomination and Remuneration Committee to Chairman of both these
Committees.
Declaration given by Independent Directors:
All Independent Directors have given declarations under Section 149(7)
of the Companies Act, 2013, that they meet the criteria of independence
as provided under Section 149(6) of the Companies Act, 2013 and Clause
49 of the Listing Agreement.
Familiarisation programme for Independent Directors:
The Company's familiarisation program for Independent Directors
provides orientation and training at the time of joining to enable them
to understand the operations, business and other details of the
Company. The Independent Directors are regularly briefed on the
developments that are taking place in the Company and its operations,
etc.
Number of meetings of the Board:
The Board meets at regular intervals to review the Company's businesses
and discuss its strategy and plans. A tentative annual calendar of the
meetings is circulated to the Directors in advance to enable them to
plan their schedule and to ensure effective participation.
During the year, four board meetings were convened and held. The
maximum interval between the meetings did not exceed the period
prescribed under the Companies Act, 2013 and the Listing Agreement.
Committees of the Board:
During the year, in accordance with the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board has constituted or reconstituted
its Committees.
Currently, the Board has the following Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Details of the Committees along with their constitution and other
details are provided in the "Report on Corporate Governance".
Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained, your Directors make the
following statements in terms of Section 134(3)(C) of the Companies
Act, 2013:
(i) That in the preparation of annual financial statements for the year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanations relating to material
departures, if any;
(ii) That such accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as of 31st March, 2015 and of the profit of
the Company for that year;
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the annual financial statements have been prepared on a
'going concern' basis.
(v) That proper internal financial controls are in place and that the
financial controls are adequate and are operating effectively.
(vi) That systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and are
operating effectively.
With reference to the point number (v), the Board believes the Company
has sound Internal Financial Controls ("IFC") commensurate with the
nature and size of its business. However business is dynamic and IFC
are not static, and evolve over time as the business, technology and
fraud environment changes in response to competition, industry
practices, legislation, regulation and current economic conditions.
There will therefore be gaps in the IFC as Business evolves. The
Company has a process in place to continuously identify such gaps and
implement newer and or improved controls wherever the effect of such
gaps would have a material effect on the Company's operations.
Director's Appointment and Remuneration:
The Nomination and Remuneration Committee has laid down the criteria
for Directors' appointment and remuneration. The Nomination and
Remuneration Policy is set out in Annexure E.
Annual Evaluation of Performance by the Board:
The Board, on recommendation of the Nomination and Remuneration
Committee, has adopted a framework for performance evaluation of the
Board, its Committees, individual directors and chairperson through a
survey questionnaire. The survey questionnaire broadly covers various
aspects of board functioning, composition of Board and its committees,
culture, execution and performance of specific duties, obligation and
governance.
Remuneration Policy:
The Board has, on recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors
and Senior Management and their remuneration. The Remuneration Policy
is set out in the Annexure E to this Report.
Related Party Transaction:
All the related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. All Related Party Transaction
are placed before the Audit Committee as also the Board for its
approval. Prior omnibus approval of the Audit Committee is obtained on
a quarterly basis which is for transactions of a known and of
repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted are audited and a statement giving details
of all the related party transaction is placed before the Audit
Committee and the Board of Directors for their approval on a quarterly
basis. Pursuant to Section 188 and Clause 49 (VII) (E), the Company has
placed an Ordinary Resolution for 'material' related party
transactions for the approval by the Members at the forthcoming Annual
General Meeting.
As per Clause (h) of Sub-Section (3) of Section 134 of Companies Act,
2013 and Rule 8(2) of Companies (Accounts) Rule, 2014, the details of
the related party transactions in Form AOC - 2 is annexed as Annexure
F.
The Company has also placed a Special Resolution for the approval of a
proposed related party transaction, which is not in the ordinary course
of business, by the Members at the forthcoming Annual General Meeting.
The policy on the Related Party Transactions, as approved by the Board,
is uploaded on the website of the Company www.sekuritindia.com/Investor
Information.html.
Corporate Social Responsibility (CSR):
It is your Company's belief that its primary goal is to serve the needs
of its customers and, in the process of doing so, to generate
employment, livelihood and income for all its stakeholders (suppliers,
vendors, service providers, employees, lenders, shareholders etc.) and,
at the same time, to contribute to the revenues of Governments.
Further, it is your Company's belief that by pursuing its primary goal
and by ensuring that its business practices meet the highest standards
of corporate governance and ethics, it best fulfills its obligations
and responsibility to society. Against the backdrop of this belief,
your Company is committed to implementing the agenda set out in its CSR
policy. The CSR policy and the initiatives taken during the year, in
the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are set out in Annexure H to this
Report. In accordance with Section 135 of the Companies Act, 2013, a
Corporate Social Responsibility (CSR) Committee of the Board, having an
Independent Chair, has been constituted to monitor the CSR policy and
programs and to ensure that they are in line with the Companies Act,
2013, and the Rules framed thereunder. The amount spent on eligible CSR
activity for the financial year 2014-15 is around 1.50% of the average
net profit of the Company during the three immediately preceding
financial years.
Vigil Mechanism/Whistle Blower Policy:
Your Company has adopted and disseminated its Whistle-Blower Policy to
provide a secure environment and encourage employees to report
unethical, unlawful or improper practices, acts or activities and to
prohibit any adverse action against those who report such practices in
good faith.
The Whistle-Blower Policy is disclosed on the website of the Company.
Statutory Auditors:
M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.
012754N/N500016), Chartered Accountants, Auditors of the Company,
retire at the conclusion of 42nd Annual General Meeting of the Company
and have expressed their willingness to continue as Auditors of the
Company. M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016), have conveyed that, if appointed,
they would be eligible to act as Auditor of the Company. They have
confirmed their eligibility under Section 141 of the Companies Act,
2013 and Rules framed thereunder, for re-appointment as Statutory
Auditors of the Company.
Further in terms of Clause 41(1)(h) of the Listing Agreement, the
statutory auditors of the Company are subjected to the Peer Review
Process of the Institute of Chartered Accountants of India (ICAI); and
hold a valid certificate issued by Peer Review Board of ICAI. M/s.
Price Waterhouse Chartered Accountants LLP have confirmed that they
hold a valid certificate issued by Peer Review Board of ICAI and have
provided a copy of the certificate to your Company for reference and
record.
Your Directors, on recommendation of the Audit Committee, seek approval
of the Shareholders, for re-appointment of M/s. Price Waterhouse
Chartered Accountants LLP (Firm Registration No. 012754N/N500016), as
the Statutory Auditors of the Company, from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the next
Annual General Meeting of the Company, on such remuneration as shall be
fixed by the Board of Directors, as set out in the resolution included
in Notice convening the Annual General Meeting of the Company.
Cost Auditors:
The Board of Directors in pursuance Section 148 and relevant rules has
appointed Mr. G. Thangaraj, Cost Accountant (Registration No. M5997),
for conducting the audit of the cost accounting records maintained by
the Company for the financial year 2015-16.
In accordance with Section 148 of the Companies Act, 2013 and Rules
framed thereunder, the cost audit records are maintained by the Company
in respect of the products which are required to be audited. Your
Directors, on recommendation of the Audit Committee, appointed Mr. G.
Thangaraj, Cost Accountant, to audit the cost accounting records
maintained by the Company for the financial year ended 31st March,
2016.
The remuneration payable to the Cost Auditor has to be ratified by the
Shareholders of the Company in terms of Section 148 of the Companies
Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and
Auditors) Rules, 2014. Accordingly, a resolution seeking ratification
for the remuneration payable to Cost Accountant is included in the
Notice convening the Annual General Meeting of the Company.
Secretarial Auditors:
In accordance with Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed V.N. Deodhar & Co., Company
Secretaries, (FCS No. 1880 and CP No. 898) to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report for the financial
year 2014-15 is set out in the Annexure I to this Report.
Comments on Auditors' Report:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Price Waterhouse, Chartered Accountants LLP,
Statutory Auditors, in their Auditor's Report and by Mr. V.N Deodhar,
Company Secretaries, in their Secretarial Audit Report.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review.
Extract of Annual Return:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in form MGT-9 is annexed herewith as
"Annexure G."
Management Discussion & Analysis Report and Report on Corporate
Governance:
(a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, the Corporate Governance Report and the Management
Discussion and Analysis Report are annexed and form part of the
Directors' Report (Annexures 'A' & 'C' respectively).
(b) Certificate dated 28th May, 2015 of M/s. V.N. Deodhar & Co.,
Company Secretaries, regarding the compliance of conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchange is annexed to this Report (Annexure
'B').
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support and co-operation received from customers,
dealers, suppliers, financial institutions and others in successfully
conducting the Company's business operations. Your Directors also wish
to place on record their deep sense of appreciation for the commitment
and dedicated service of the Company's employees. Your Directors also
acknowledge with gratitude the encouragement and support extended by
our valued shareholders.
On behalf of the Board of Directors,
Mr. A.Y. MAHAJAN Mr. A. DINAKAR
Director Managing Director
Place : Mumbai
Date : May 28th, 2015
Mar 31, 2014
The Members,
Saint-Gobain Sekurit India Limited
The Directors present the Forty First Annual Report of your Company
along with the Audited Accounts for the year ended 31st March, 2014.
Financial Highlights:
(Rs. in lacs)
Particulars For the For the
year ended year ended
March 31, 2014 March 31, 2013
Sales 11633.33 12230.35
Operating profit/(Loss) 90.44 220.22
profit/(Loss) before Tax 90.44 220.22
Provision for Tax 49.28 155.49
profit/(Loss) after Tax 41.16 64.73
Balance brought forward
from previous year (2927.37) (2992.10)
profit/(Loss) carried to
Balance Sheet (2886.21) (2927.37)
Directors Responsibility Statement:
Your Directors confirm that:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as of 31st March, 2014 and of the profit of
the Company for that year;
iii) proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
Operations:
During the year under review, your Company''s sales decreased by 5%.
Sales to all the relevant market segments viz. commercial vehicles,
passenger vehicles and 3-wheelers were lower. Partly due to the decline
in volumes and partly due to the significant increase in the cost of
inputs, your Company''s profit after tax fell by 27%.
During the last few years, your Company has taken several initiatives
to improve its technical performance and operating efficiencies. These
measures are expected to improve the performance of the Chakan plant in
the current year. During the year, your Company added a dedicated new
Cutting & Grinding machine for the industrial vehicle windshields. The
Industrial Vehicle Product Line has been successfully commissioned and
creation of this capacity will enable your Company to enter into the
Industrial Vehicles market and grow sales in the coming years.
Environment, Health & Safety:
Your Company is committed to ensure a clean and green pollution-free
environment as well as a healthy and safe work place at all its plant
locations. Environment, Health & Safety requirements of your Company
are supported by ISO 14001, OHSAS 18001 and EHS guidelines prescribed
by Saint-Gobain. On the strength of these systems and continuous focus
of Operations team, your company is confdent of not just meeting but
exceeding all regulatory requirements. The Operations Teams in both the
plants have also worked to deliver clean and green pollution-free
environment with initiatives like tree plantation, commissioning of ETP
in Bhosari and making the Chakan Plant Asbestos free. Strict adherence
to all regulatory requirements and guidelines is maintained at all
times. Your Company''s plants at Bhosari & Chakan are certified under
ISO 14001 and OHSAS 18001.
Management Discussion & Analysis Report and Report on Corporate
Governance
a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, Corporate Governance Report and Management Discussion
and Analysis Report are annexed and form part of the Directors'' Report.
(Annexure A & C respectively)
b) Certifcate dated 19th May, 2014 of M/s. V.N. Deodhar & Co., Company
Secretaries, regarding the compliance of the conditions of the
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchange, is enclosed. (Annexure B)
Environment, Energy Conservation, Technology Absorption, Foreign
Exchange Earnings & Outgo:
Energy conservation is a key component of your Company''s overall
strategy to remain competitive. Energy consumption is closely monitored
in both the Plants and variances are compared to benchmarks and also
rigorously scrutinized to reduce Specific energy consumption. Several
energy conservation measures in the form of unit power factor, efficient
design of toolings, optimized loading of Furnaces & running of Plants
during low tariff hours have ensured reduction of energy consumption
per square meter of value added glass produced.
Your Company continuously works on upgrading its process technology to
manage its cost & also meet new demands of Customers. Saint-Gobain
Sekurit International technical assistance team helps in these
initiatives by sharing their best practices & knowledge. Your Company
was successful in industrializing a new design of bending tools for
Three Wheeler Windshields, which has significantly improved productivity
& reduced Specific energy consumption. Development of new products as
per the new program from Auto OEMs is managed with active support from
Saint-Gobain Sekurit International.
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required in the prescribed format is
annexed (Annexure D) and forms part of this Report.
Employee Relations:
The Company continues to place significant importance on its human
resources and enjoys cordial and peaceful relations at all levels.
During the year, various initiatives for employee involvement and
effciency improvement were undertaken.
The Company concluded a wage settlement with the employees union at
Chakan for 3 years effective July 1, 2013.
The Directors are pleased to place on record their appreciation of the
services rendered by the employees at all levels. As at March 31, 2014,
there were 189 employees.
Insurance:
The Company''s assets and insurable interests continue to be adequately
insured against the risk of fre, riot and earthquake among other
perils.
Scheme of Amalgamation:
The Scheme of Amalgamation, involving the merger of SEPR Refractories
India Ltd., Saint-Gobain Crystals & Detectors Ltd. and your Company
with Grindwell Norton Ltd., which was approved by the Board of
Directors on 19th April 2013, was approved by the shareholders in the
Court Convened Meeting held on 27th November 2013, with the requisite
majority. As per SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4th
February 2013, read with SEBI Circular No. CIR/CFD/ DIL/8/2013 dated
21st May 2013, the requisite majority of public shareholders (other
than Promoters) of your Company also approved the Scheme. However, the
requisite majority of public shareholders (other than Promoters) of
Grindwell Norton Ltd., the transferee Company, did not approve the
Scheme. Consequently, the Scheme of Amalgamation was not acted upon.
Particulars of Employees:
There are no employees whose information is required to be given as per
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
Directors:
As per the provisions of the Companies Act, 1956 and Articles of
Association, Mr. A.Y. Mahajan is liable to retire by rotation at the
Forty First Annual General Meeting.
Mr. Mahajan has confirmed his eligibility and willingness to accept the
office of Directorship of your Company, if appointed. In the opinion of
your Directors, Mr. Mahajan has the requisite Qualifications and
experience which would be useful for your Company and would enable him
to contribute effectively to your Company in his capacity as Director
of your Company.
It is, therefore, considered prudent that your Company should continue
to avail of the services of Mr. Mahajan as Director and the Board
recommends that the proposed resolution relating to re-appointment of
Mr. Mahajan as Director of your Company be approved.
As per the provisions of the Section 149 (4) every listed public
company shall have at least one third of the total number of Directors
as Independent Directors. In terms of Section 149 (10) of the Companies
Act, 2013, an Independent Director shall hold office for a term up to
five consecutive years on the Board of a Company but shall be eligible
for reappointment on passing of a special resolution by the company for
a further period of upto
five years. Further, in terms of Clause 49, it is provided that a person
who has already served as an independent director for five years or more
in a company as on October 1, 2014 shall be eligible for appointment,
on completion of his present term, for one more term of up to five years
only.
In accordance with this requirement of the Act read with relevant rules
and Clause 49, current Independent Directors Mr. M.G. Ramakrishna and
Mr. Padmanabha Shetty shall be appointed as Independent Directors for a
term of 5 years not being liable to retire by rotation. The Board
recommends that the proposed resolution relating to appointment of
Independent Directors be approved.
Auditors:
M/s. Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered
Accountants, Auditors of the Company, retire at the conclusion of 41st
Annual General Meeting of the Company and have expressed their
willingness to continue as Auditors of the Company. M/s. Price
Waterhouse, (Firm Registration No. 012754N) Chartered Accountants, have
conveyed that, if appointed, they would be eligible to act as Auditors
of the Company.
Further in terms of the Clause 41(1)(h) of the Listing Agreement, the
statutory auditors of your Company are subjected to the Peer Review
Process of the Institute of Chartered Accountants of India (ICAI); and
hold a valid certifcate issued by Peer Review Board of ICAI. M/s. Price
Waterhouse have confirmed that they hold a valid certifcate issued by
Peer Review Board of ICAI; and have provided a copy of the said
certifcate to your Company for reference and records.
You are requested to appoint Auditors for the current financial year and
fix their remuneration.
Cost Auditors:
The Board of Directors in pursuance Section 148 and relevant rules has
appointed Mr. G. Thangraj Cost Accountant (Registration No. M 5997) for
conducting the audit of the cost accounting records maintained by the
Company for the financial year 2014-15.
Fixed Deposits:
In terms of the provision of Section 58A of the Companies Act, 1956
read with the Companies (Acceptance of Deposits) Rules, 1975, the
Company has not accepted any fixed deposits during the year under
review.
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support and co-operation received from customers,
dealers, suppliers, financial institutions and others in successfully
conducting the company''s business operations. Your Directors also wish
to place on record their deep sense of appreciation for the commitment
and dedicated service of the company''s employees. Your Directors also
acknowledge with gratitude the encouragement and support extended by
our valued shareholders.
On behalf of the Board of Directors,
A.Y. MAHAJAN A. DINAKAR
Chairman Managing Director
Place : Mumbai
Date : May 19th, 2014
Mar 31, 2013
The Members, Saint-Gobain Sekurit India Limited
The Directors present the Fortieth Annual Report of your Company along
with the Audited Accounts for the year ended 31st March, 2013.
Financial Highlights:
(Rs. in lacs)
Particulars For the For the
year ended year ended
March 31,
2013 March 31,
2012
Sales 12230.35 11508.12
Operating Profit/(Loss) 220.22 1012.26
ProfiV(Loss) before Tax 220.22 1012.26
Provision for Tax 155.49 328.26
Profit/(Loss) after Tax 64.72 684.00
Balance brought forward
from previous year (2992.10) (3676.10)
Profit/(Loss) carried to
Balance Sheet (2927.37) (2992.10)
Responsibility Statement:
Your Directors confirm that:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2013 and of the profit of
the Company for that year;
iii) proper, and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
Operations:
The automotive sector has witnessed a decline in growth for the year
under review, due to a combination of adverse factors like high
interest rates, high fuel prices and an inflationary economy, all of
which have depressed the sentiment for new car purchases. During the
year, your Company''s sales increased by 6%; this was achieved largely
due to the increase in prices which were obtained from various OEMs.
The operations at both Chakan and Bhosari plant continues to make
progress in technical performance and manufacturing efficiencies. With
significant inputs from the parent company''s international technical
assistance teams, your company expects to improve its operational
efficiencies even more in the coming years. The year under review also
witnessed very high input cost increases which adversely affected
margins and profits of your Company.
Environment, Health & Safety:
Your Company is committed to ensure a clean and green pollution-free
environment as well as a healthy and safe work place at all its plant
locations. Environment, Health and Safety is accorded the highest
priority within Saint-Gobain. Strict adherence to all regulatory
requirements and guidelines issued by the patent company from time to
time is ensured at all times. Your Company''s plants at Bhosari & Chakan
are certified under ISO 14001 and OHSAS 18001.
Corporate Governance Report and Management Discussion & Analysis
Report:
a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, Corporate Governance Report and Management Discussion
and Analysis Report are annexed and form part of the Directors'' report.
(Annexure A & C respectively)
b) Certificate dated 13th May, 2013 of M/s. V.N. Deodhar & Co., Company
Secretaries, regarding the compliance of the conditions of the
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchange, is enclosed. (Annexure B )
Energy Conservation, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The Company is focused on energy conservation which is a key component
of its overall strategy to remain competitive. The Company ensures
that the energy is consumed in an efficient and productive manner.
Energy consumption is closely monitored at both the plants and regular
assessments are conducted to analyse energy consumption pattern,
variances are rigorously scrutinised and accordingly continuous efforts
are made towards to further improve efficiency and lower energy
utilisation.
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required in the prescribed format is
annexed (Annexure D) and forms part of this Report.
Employee Relations:
The Company continues to place significant importance on its human
resources and enjoys cordial and peaceful relations with the employees''
unions at both its Bhosari and Chakan Plants. The Company concluded a
wage settlement with the employees union at Bhosari for 3 years
effective 1st December, 2012.
The Directors are pleased to place on record their appreciation of the
services rendered by the employees at all levels. As at 31st March,
2013, there were 185 employees.
Fixed Deposit:
The Company has not accepted any Fixed Deposits from the public under
Section 58A of the Companies Act, 1956.
Insurance:
The Company''s assets and insurable interests continue to be adequately
insured against the risk of fire, riot and earthquake among other
perils.
Listing:
The Equity Shares of your Company are currently listed on the Bombay
Stock Exchange Limited (BSE). The Company had obtained an in principle
approval from the Bombay Stock Exchange on 10th May, 2012, for going
ahead with its desire to delist the company from the BSE. The total
number of equity shares tendered by the public shareholders in the
Delisting Offer at or below the discovered price was less than the
minimum number of equity shares required to be acquired by the acquirer
in order for the Delisting Offer to be successful in terms of
Regulation 17 of the Delisting Regulations. The Delisting Offer was
thus deemed to have failed in terms of Regulation 19(1) of the
Delisting Regulations. Accordingly, the acquirer did not acquire any
equity shares tendered by the Public Shareholders in the Delisting
Offer and the Equity Shares of the Company continued to remain listed
on the Bombay Stock Exchange. The equity shares tendered by the Public
Shareholders in the Reverse Book Building Process were returned to the
public shareholders.
Scheme of Amalgamation
The Board of Directors, at its meeting held on 19th April, 2013, has
considered and approved the Scheme of Amalgamation under Section 391 to
394 of the Companies Act, 1956, envisaging, inter alia, amalgamation of
the Company, along with two other companies belonging to the
Saint-Gobain group in India (the "Transferor Companies") with Grindwell
Norton Limited (the "Transferee Company") with the appointed date being
1s'' April, 2013.
The proposed Scheme is however, subject to the requisite approvals of
the respective shareholders/creditors of the Company, other Transferor
Companies and Transferee Company, other statutory/regulatory
authorities in the respective jurisdictions and subject to the
sanction/confirmation by the concerned High Court and/or any other
appropriate authority as may be necessary.
Particulars of Employees:
There are no employees whose information is required to be given as per
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
Directors:
As per the provisions of the Companies Act, 1956 and Articles of
Association, Mr. M. G. Ramakrishna retires by rotation and being
eligible offers, himself for reappointment.
Auditors:
M/s Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered
Accountants, Auditors of the Company, retire at the conclusion of 40th
Annual General Meeting of the Company and have expressed their
willingness to continue as Auditors of the Company. M/s. Price
Waterhouse, (Firm Registration No. 012754N) Chartered Accountants, have
conveyed that, if appointed, they would be eligible to act as Auditors
of the Company.
You are requested to appoint Auditors for the current financial year
and fix their remuneration.
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support and co-operation received from customers,
dealers, suppliers, and bankers. Your Directors also wish to place on
record their deep sense of appreciation for the committed services of
employees. Your Directors also acknowledge with gratitude the
encouragement and support extended by our valued shareholders.
On behalf of the Board of Directors,
A.Y. MAHAJAN A. DINAKAR
Chairman Managing Director
Place: Mumbai
Date : May 13th, 2013
Mar 31, 2012
To The Members of Saint-Gobain Sekurit India Limited
The Directors present the Thirty-ninth Annual Report of your Company
along with the Audited Accounts for the year ended 31st March, 2012.
Financial Highlights
(Rs. in Lacs)
Particulars For the For the
year ended year ended
March 31, March 31,
2012 2011
Sales 11508.12 10372.95
Operating Profit/(Loss) 1012.26 1023.75
Profit/(Loss) before Tax 1012.26 1023.75
Provision for Tax 328.26 23.19
Profit/(Loss) after Tax 684.00 1000.56
Balance brought forward
from previous year (3676.10) (4676.66)
Profit/ (Loss) carried to
Balance Sheet (2992.10) (3676.10)
Responsibility Statement:
Your Directors confirm that:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit of
the Company for that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
Operations:
The automotive sector witnessed a sharp drop in growth in the year
under review. Despite this, your Company's sales increased by 11%. This
was achieved largely on account of good sales to the commercial vehicle
and three wheeler segments of the market. The operations at both Chakan
and Bhosari plants continue to make progress in technical performance
with inputs from the parent company's international technical
assistance teams. However the year under review has seen significant
input cost increases which have put pressure on margins and profits,
only a part of which has been offset by price increases from customers.
Environment, Health & Safety:
Your Company is committed to ensure a clean and green pollution-free
environment as well as a healthy and safe work place at all its plant
locations. Environment, Health and Safety is accorded the highest
priority within Saint-Gobain. Strict adherence to all regulatory
requirements and guidelines is maintained at all times. Your Company's
plants at Bhosari & Chakan are certified under ISO 14001 and OHSAS
18001.
Corporate Governance Report and Management Discussion & Analysis
Report:
a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, Corporate Governance Report and Management Discussion
and Analysis Report are annexed and form part of the Directors' report.
(Annexure A & C respectively)
b) Certificate dated 18th May, 2012 of M/s. V.N. Deodhar & Co., Company
Secretaries, regarding the compliance of the conditions of the
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchange, is enclosed. (Annexure B )
Energy Conservation, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The Company is focused on energy conservation, as a key component of
its overall strategy to remain competitive. The Company ensures that
scarce energy resources are utilised in the most productive manner. The
consumption of energy is closely monitored. Regular studies are
conducted to analyse quantitative energy consumption pattern, variances
are rigorously scrutinised and accordingly continuous efforts are made
towards further improving efficiency.
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required in the prescribed format is
annexed (Annexure D) and forms part of this Report.
Employee Relations:
The Company continues to place significant importance on its human
resources and enjoys cordial and peaceful relations at all levels.
During the year, various initiatives for employee involvement and
efficiency improvement were undertaken.
The Directors are pleased to place on record their appreciation of the
hard work and the contribution made by all the employees. As at March
31,2012, there were 182 employees.
Fixed Deposits:
The Company has not accepted any Fixed Deposits from the public under
Section 58A of the Companies Act, 1956.
Listing:
The Equity Shares of your Company are currently listed on the Bombay
Stock Exchange Limited (BSE). The Company had received a proposal from
Saint-Gobain Glass India Limited, Promoter of the Company on 18th May,
2011 for voluntary delisting of equity shares of the Company from the
BSE. The Board of Directors of the Company, at its meeting held on 18th
May, 2011, approved and recommended the same to the shareholders for
approval through a Postal Ballot in accordance with Section 192A of the
Companies Act, 1956, and the rules framed thereunder. A Special
Resolution through postal ballot under section 192A of the Companies
Act, 1956 was passed on 4th July, 2011. Your Company received "in-
principal" approval from the BSE on 10th May, 2012.
Particulars of Employees:
There are no employees whose information is required to be given as per
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
Directors:
As per the provisions of the Companies Act, 1956 and Articles of
Association, Mr. Padmanabha Shetty retires by rotation and being
eligible offers himself for reappointment.
Auditors:
M/s Price Waterhouse, Delhi (Firm Registration No. 012754N) Chartered
Accountants, Auditors of the Company, retire at the conclusion of 39th
Annual General Meeting of the Company and have expressed their
willingness to continue as Auditors of the Company. M/s. Price
Waterhouse, (Firm Registration No.012754N) Chartered Accountants, have
conveyed that, if appointed, they would be eligible to act as Auditors
of the Company.
You are requested to appoint Auditors for the current financial year
and fix their remuneration.
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support received from your Company's customers, its
dealers and suppliers and from its Bankers. Your Directors also
acknowledge with gratitude the encouragement and support extended by
its valued shareholders.
On behalf of the Board of Directors,
A.Y. MAHAJAN A. DINKAR
Chairman Managing Director
Place: Mumbai
Date : May 18, 2012
Mar 31, 2011
The Members,
Saint-Gobain Sekurit India Limited
The Directors present the Thirty-eighth Annual Report of your Company
along with the Audited Accounts for the year ended 31st March, 2011.
Financial Highlights
(Rs. in Lacs)
Particulars For the For the
year ended year ended
March 31, March 31,
2011 2010
Sales 10372.95 9051.59
Operating Profit / (Loss) 1064.79 646.82
Interest and Financial Charges (40.62) (143.04)
Profit / (Loss) Before tax 1024.17 503.78
Provision for Tax (23.61) -
Profit / (Loss) after Tax 1000.56 503.78
Balance brought forward from
Previous Year (4676.66) (5180.44)
Profit /(Loss) carried to
Balance Sheet (3676.10) (4676.66)
Responsibility Statement:
Your Directors confirm that:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2011 and of the profit of
the Company for that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
Operations:
During the year under review, your Company's sales increased by 13%.
The recovey witnessed in the latter part of 2009-10 strengthened in
2010-11. All relevant segments of the market - commercial vehicles,
passenger vehicles and 3 wheelers saw strong growth.
During the past few years, your Company has taken a number of important
initiatives. The plants at Bhosari and Chakan were modernised. The
operations of your Company were restructured and rationalised. There
was sustained focus on operational efficiencies. Thanks to these
efforts, your Company's operating profit has increased steadily; in the
year under review, operating profit at Rs.1065 lacs was nearly 65%
higher than the previous year.
Environment, Health & Safety:
Environment, Health and Safety are accorded the highest priority within
Saint-Gobain. The Company is conscious of its responsibility towards
creating, maintaining and ensuring a safe and clean environment. Strict
adherence to all regulatory requirements and guidelines is maintained
at all times. Your Company's plants were recertified under ISO 14001
and OHSAS 18001.
Corporate Governance Report and Management Discussion & Analysis
Report:
a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, Corporate Governance Report and Management Discussion
and Analysis Report are annexed and form part of the Directors' report.
(Annexure A & C respectively)
b) Certificate dated 18,h May, 2011 of M/s. V.N. Deodhar & Co., Company
Secretaries, regarding the compliance of the conditions of the
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchange, is enclosed. (Annexure B)
Energy Conservation, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The Company is focused on energy conservation, as a key component of
its overall strategy for remaining competitive. The Company ensures
that the scarce energy resources are utilised in the most productive
manner. The consumption of energy is closely monitored at all the
manufacturing units. Regular studies are conducted to analyse
quantitative energy consumption pattern, variances are rigorously
scrutinised and accordingly continuous efforts are made towards further
improving efficiency.
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant information
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required in the prescribed format is
annexed (Annexure D) and forms part of this Report.
Employee Relations:
The Company places significant importance on its human resources and
enjoys cordial and peaceful relations at all sites and at all levels.
During the year, various initiatives for employee involvement and
efficiency improvement were undertaken.
The Directors are pleased to place on record their appreciation of the
hard work and dedication of all its employees. As at March 31, 2011,
there were 179 employees.
Fixed Deposits:
The Company has not accepted any Fixed Deposits from the public under
Section 58A of the Companies Act, 1956.
Insurance:
The Company's assets and insurable interests continue to be adequately
insured against the risk of fire, riot and earthquake among other
perils.
Listing:
The Equity Shares of the Company are currently listed on the Bombay
Stock Exchange Limited (BSE). The Company has received a proposal from
Saint-Gobain Glass India Limited, Promoter of the Company on 18th May,
2011 for voluntary delisting of the equity shares of the Company from
the BSE. The Board of Directors of the Company, at its meeting held on
18th May, 2011, have approved and recommended the same to the
shareholders for approval by way of a Postal Ballot in accordance with
Section 192A of the Companies Act, 1956 and the rules framed there
under.
Particulars of Employees:
There are no employees whose information is required to be given as per
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
Directors:
As per the provisions of the Companies Act, 1956 and Articles of
Association, Mr. A. Y. Mahajan retires by rotation and being eligible
offers himself for reappointment.
Auditors:
M/s Price Waterhouse, Bangalore (Firm Registration No. 007568S)
Chartered Accountants, Auditors of the Company, retire at the
conclusion of 38th Annual General Meeting of the Company and have
expressed their inability to continue as Auditors of the Company. M/s.
Price Waterhouse, Delhi (Firm Registration No.012754N) Chartered
Accountants, have conveyed that, if appointed, they would be eligible
to act as Auditors of the Company.
You are requested to appoint Auditors for the current financial year
and fix their remuneration.
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support and co-operation received from your Company's
customers, dealers, suppliers and bankers. Your Directors also
acknowledge with gratitude the encouragement and support extended by
our valued shareholders.
On behalf of the Board of Directors,
A.Y. MAHAJAN
CHAIRMAN
Place: Mumbai
Date : May 18, 2011
Mar 31, 2010
The Directors present the Thirty-seventh Annual Report of your Company
along with the Audited Accounts for the year ended 31st March, 2010.
Financial Highlights
(Rs. in Lacs)
Particulars Year 15-Months
Ended Ended
March 31, December
2010 31,2009
Sales 9051.59 10341.55
Operating Profit / (Loss) 646.82 264.02
Interest and Financial Charges (143.04) (221.51)
Profit / (Loss) Before tax 503.78 42.51
Provision for Fringe Benefit Tax - 11.11
Profit / (Loss) after Tax 503.78 31.40
Balance brought forward from
Previous Year (5180.44) (5211.84)
Profit /(Loss) carried to
Balance Sheet (4676.66) (5180.44)
Responsibility Statement:
Your Directors confirm that:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2010 and of the profit of
the Company for that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
Operations:
During the year under review, your companys sales increased by 9.4% on
an annualized basis. The year started with the Indian Automotive market
still under the impact of the global slowdown. But towards the later
part of the year the market recovered significantly. All relevant
segments, passenger vehicles, commercial vehicles and 3-wheelers, were
positive.
For the past few years, the efforts taken by, your Company in
restructuring its operations, investments made towards modernisation of
plants at Chakan and Bhosari, sustained focus on operational
efficiencies have yielded results and your Companys operating profit
increased from Rs. 264 lacs in the previous 15-month period to Rs. 647
lacs in the current 12-month period. Your company, in our view, is well
positioned to serve the present and future demands of its target
market.
Environment, Health & Safety:
Your Company is committed to ensure a clean and green pollution-free
environment as well as a healthy and safe work place at all its plant
locations. Environment, Health and Safety is accorded the highest
priority within Saint-Gobain. Strict adherence to all regulatory
requirements and guidelines is maintained at all times. Your Companys
plants at Bhosari & Chakan are certified under ISO 14001 and OHSAS
18001.
Corporate Governance Report and Management Discussion & Analysis
Report:
a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, Corporate Governance Report and Management Discussion
and Analysis Report are annexed and form part of the Directors report.
(Annexure A & C respectively)
b) Certificate dated 29th May, 2010 of M/s. V.N. Deodhar & Co., Company
Secretaries, regarding the compliance of the conditions of the
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchange, is enclosed. (Annexure B )
Energy Conservation, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The Company is focused on energy conservation, as a key component of
its overall strategy for remaining competitive. The Company ensures
that the scarce energy resources are utilised in the most productive
manner. The consumption of energy is closely monitored at all the
manufacturing units. Regular studies are conducted to analyse
quantitative energy consumption pattern, variances are rigorously
scrutinised and accordingly continuous efforts are made towards further
improving efficiency.
As required by the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, the relevant
information pertaining to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required in the prescribed
format is annexed (Annexure D) and forms part of this Report.
Employee Relations:
The Company continues to place significant importance on its human
resources and enjoys cordial and peaceful relations at all levels.
During the year, various initiatives for employee involvement and
efficiency improvement were undertaken. A Memorandum of Settlement was
signed between the Management and Workers Union at Chakan plant on
28th May, 2010 for the period 1st July, 2009 to 30,h June, 2012.
The Directors are pleased to place on record their appreciation of the
services rendered by the employees at all levels. As at March 31, 2010,
there were 186 employees.
Fixed Deposits:
The Company has not accepted any Fixed Deposits from the public under
Section 58A of the Companies Act, 1956.
Insurance:
The Companys assets and insurable interests continue to be adequately
insured against the risk of fire, riot and earthquake among other
perils.
Listing:
The Equity Shares of the Company are currently listed on the Bombay
Stock Exchange Limited (BSE).
Particulars of Employees:
There are no employees whose information is required to be given as per
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
Directors:
As per the provisions of the Companies Act, 1956 and Articles of
Association, Mr. M.G. Ramakrishna retires by rotation and being
eligible, offers himself for reappointment.
Auditors:
M/s Price Waterhouse, Chartered Accountants, Auditors of the Company,
retire at the conclusion of 37th Annual General Meeting of the Company
and have expressed their willingness to continue as Auditors of the
Company. M/s. Price Waterhouse, Chartered Accountants, have conveyed
that, if appointed, they would be eligible to act as Auditors of the
Company.
You are requested to appoint Auditors for the current financial year
and fix their remuneration.
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support and co-operation received from customers,
dealers, suppliers, financial institutions and others. Your Directors
also wish to place on record their deep sense of appreciation for the
committed services of employees. Your Directors also acknowledge with
gratitude the encouragement and support extended by our valued
shareholders.
On behalf of the Board of Directors,
A.Y. MAHAJAN DR. SREERAM SRINIVASAN
CHAIRMAN MANAGING DIRECTOR
Date : May 29, 2010
Place: Mumbai
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