K A Wires Ltd
Directors Reports
To the Members,
Your Directors take pleasure in presenting the 7th Annual Report on the business and
operations of the company together with the audited statement of Accounts for the
financial year ended March 31,2016 and Auditor's Report thereon.
Financial Results
The Summary of the financial results is as below:
Rs in thousands
|
Financial Year 2015-16 |
Financial Year 2014-15 |
| Gross Sales |
25,90,14 |
23,57,54 |
| Less: Excise Duty |
2,49,99 |
2,25,73 |
| Net Sales |
23,40,15 |
21,31,81 |
| Add: Other Income |
3,40 |
2,70 |
| Gross Profit |
1,77,72 |
1,48,88 |
| (Earnings before Depreciation, Interest and Tax) Less: Interest |
98,92 |
85,50 |
| Profit before Depreciation and Tax |
78,80 |
63,38 |
| Less: Depreciation |
29,30 |
21,66 |
| Profit before Tax |
49,50 |
41,72 |
| Provision for Tax |
44 |
-6,43 |
| Profit after Tax |
49,06 |
48,15 |
State of Company's Affairs and Future Outlook
Your Company achieved important mile stones in the year 2015-16. During the year, the
Company has scaled new heights and set several benchmarks in terms of net worth and
turnover.
Net Sales of the Company increased from Rs 21.31 crores to Rs 23.40 crores, an increase
of 10%. This resulted in an increase in the PBT from Rs 41.72 lakhs to Rs 49.50 lakhs, an
increase of 19%.
Your Company has continued to focus on the Export Market where the Customer is more
quality conscious and resultant returns are better. Exports increased from Rs 309.87 lakhs
to Rs 395.79 lakhs, an increase of 27.73%. We project to further increase the Export
figures going forward.
The ISO 9001:2008 Certification for both its Kolkata Office as well as the Howrah Unit
by URS has been successfully renewed during the year. The Renewal further strengthens the
confidence of External Certification Agencies on the Quality Systems and Procedures
followed by your Company.
We are projecting a very exciting future for your Company in the coming years.
As envisaged in our Quality Policy, we continue to concentrate on providing a quality
product to the discerning Customer. We shall use our Singapore subsidiary to further
internationalize our Operations and strive to become a Multinational Company in the coming
years. We will market our products in select Geographies through Euro Global Pte Ltd -
this will not only result in better price realization, it shall also help to increase
Market Penetrations in areas that are dominated by European producers.
We would like to inform our Stakeholders that, as planned, we have started our
International journey as below:
• Sales Office in Bangkok, Thailand
• Distributor in Kuala Lampur, Malaysia
• Distributor in Ho Chi Minh City, Vietnam
• Agent in Dhaka, Bangladesh
• Agent in Lahore, Pakistan
During the Financial Year 16-17, we plan to build Customers and Branding in the above
Geographies.
We continue to participate in Trade Fairs and Seminars all over the World to find our
most Opportunities and Customers for the Company. We plan to increase the Sales base in
many other countries in the coming years.
This shall further strengthen our position in the Asian Markets resulting in increased
Revenues and Margins.
Change(s) in the nature of business, if any
During the year under review, there were no changes in the nature of the business of
the Company.
Dividend
In view of the substantial growth opportunities available to your Company and a
resultant need to conserve resources; your Directors do not propose to recommend any
dividend during the year.
Transfer to Reserves
The company has not transferred any amount out of the profit to General Reserve
Account.
Changes in Share Capital
During the year under review, there were no changes in the share capital of your
Company.
Directors and Key Managerial Personnel
The following are the directors & KMP of the company:
| Sl. No. |
Name |
Designation |
Date of Appointment /Reappointment |
| 1. |
Mr. Sandip Kejriwal |
Managing Director |
01/04/2015 |
| 2. |
Mr. Madhur Agarwal |
Whole Time Director & Chief Financial Officer |
01/04/2015 & 09/11/2015 |
| 3. |
Mr. Manoj Kumar Agrawal |
Independent Director |
30/09/2015 |
| 4. |
Mr. Ashok Kumar Sanghi |
Independent Director |
30/09/2015 |
| 5. |
Mrs. Krishna Singhania |
Independent Director |
30/09/2015 |
| 6. |
Miss Ankita Agarwal |
Company Secretary |
09/11/2015 |
During the year there is no other change in the directorship of the company.
Statement on declaration given by Independent directors under sub-section (7) of
Section 149
All the Independent Directors have given declaration of their independence that they
meet the criteria of Independence as lay down under Section 149(6) in terms of Section
149(7) of the Companies Act, 2013
Number of Board Meetings Conducted During The Year Under Review
The following numbers of meetings of the Board of Directors held during the financial
year 2015-16 were on 24.06.2015; 18.08.2015; 13.10.2015; 09.11.2015 & 15.02.2016.
Meeting of Independent Directors
During the year under review the Independent Directors met on 29th January, 2016 to
discuss the following:
1. Review the performance of Non-Independent Directors & the Board as a whole;
2. Review the performance of the Chairperson of the Company, taking into account the
views of Executive Directors and NonExecutive Directors; and
3. To assess the quality, quantity and timeliness of flow of information between the
Company Management & the Board that is necessary for the Board to effectively &
reasonably perform their duties.
Managerial Remuneration
Disclosure of the particulars as required under Section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, for the Financial Year 2015-16 in respect of employees of the Company is attached as
'Annexure - A'.
Details of Subsidiary
Your Company has a Wholly Owned Overseas Subsidiary - M/s Euro Global Pte Ltd.
Pursuant to sub-section (3) of section 129 of the Act, the Statement containing the
salient features of the financial statement of company's subsidiary is given as Annexure -
B' furnished in Form AOC - 1.
Statutory Auditors
M/s S. N. Kedia & Associates, has been appointed as the statutory auditor of your
Company for a period of three years with effect from the 7th Annual general Meeting of the
Company till the expiry of 10th Annual General Meeting of the Company.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company, at its meeting held on February 15, 2016, had appointed CS
Abhijeet Jain of M/s. A J & Associates, Practicing Company Secretary to conduct the
Secretarial Audit of the Company for the Financial Year 2015-16. CS Abhijeet Jain,
Secretarial Auditor had given the Secretarial Audit Report in Form No. MR. 3 and the same
has been annexed to the Board's Report and marked as Annexure - C'.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Auditors in their Reports
Statutory Auditor
We value our inventory at Market Prices to reflect the current state of the business.
This is done as the Products manufactured by us are customised to suit the needs of the
Customer and are manufactured and packed as per specific requirements.
Secretarial Auditor
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report.
Disclosure on Employee Stock Option/Purchase Scheme
Presently, your Company does not have any Employee Stock Option/Purchase scheme.
Audit Committee
As on March 31,2016, Audit Committee comprises of three members, of which majority
comprises of Independent Directors. The Composition during the year is given in the table
below:
| Name of Member |
Position |
Category |
| Manoj Kumar Agrawal |
Chairman |
Non-Executive and Independent Director |
| Ashok Kumar Sanghi |
Member |
Non-Executive and Independent Director |
| Madhur Agarwal |
Member |
Executive Director |
Further, there were no such instances wherein the Board had not accepted recommendation
of the Audit Committee.
Ms Ankita Agarwal, Company Secretary, is the Secretary to the Audit Committee and the
Compliance Officer of the Company.
Vigil Mechanism
In terms of Section 177 of the Companies Act, 2013 read with rules made there under,
the Company has framed a 'Whistle Blower Policy' with an objective to deal with issues
pertaining to integrity, encouraging the employees and directors of the Company to raise
any concern about Company's operations and working environment, including possible
breaches of Company's policies and standards, without fear of adverse managerial action
being taken against such employees. It provides a channel to the employees and directors
to report to the management concerns about unethical behaviour, actual or suspected fraud
or violation of any code of conduct or policy in force. Instances of such suspected or
confirmed incident of fraud/misconduct may be reported on the designated email id.
Audit Committee looks into the complaints raised and their Redressal.
The mechanism also provides for adequate safeguards against victimization of employees
and in exceptional cases direct access to the Chairman of the Audit Committee to report
instances of fraud/ misconduct.
Nomination and Remuneration Committee
As on March 31,2016, Nomination and Remuneration Committee comprises of three members,
of which majority comprises of Independent Directors. The Composition during the year is
given in the table below:
| Name of Member |
Position |
Category |
| Manoj Kumar Agrawal |
Chairman |
Non-Executive and Independent Director |
| Ashok Kumar Sanghi |
Member |
Non-Executive and Independent Director |
| Sandip Kejriwal |
Member |
Executive Director |
Further, there were no such instances wherein the Board had not accepted recommendation
of the Nomination and Remuneration Committee.
Ms. Ankita Agarwal, Company Secretary is the Secretary to the Nomination and
Remuneration Committee and the Compliance Officer of the Company.
Remuneration Policy
The Remuneration Policy of the Company, "K A Wires Remuneration Policy", aims
to enable the company to attract, retain and motivate qualified people at all the levels.
The Remuneration Policy seeks to employ people who not only fulfil the eligibility
criteria but are also well-qualified and have positive attributes needed to fit into the
Corporate Culture of the Company. The remuneration policy is consistent with the
"pay-for-performance" principle.
The Remuneration policy was approved at the meeting of the Nomination and Remuneration
Committee held on August 5, 2016.
A copy of the "K A Wires Remuneration Policy", is annexed to this report and
marked as 'Annexure - D'.
Extract of the Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT
9 is annexed to the Board's Report and marked as Annexure - E'.
Material changes & commitments, if any, affecting the financial position of the
company occurred between the ends of the Financial Year to which this Financial Statements
relate and the date of this Report
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year and the date of the Report.
Details of significant and material orders passed by the regulators / courts /
tribunals impacting the going concern status and the Company's operations in future
No such significant and material order had been passed by any regulator/ court against
the Company.
Statement in respect of adequacy of internal financial controls with reference to the
Financial Statements
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
The Head of Internal Audit together with external audit consultants review the
effectiveness and efficiency of these systems and procedures to ensure that all assets are
protected against loss and that the financial and operational information is accurate and
complete in all respects. The Audit Committee of the Board of Directors approves and
reviews audit plans for the year based on internal risk assessment. Audits are conducted
on an on-going basis and significant deviations are brought to the notice of the Audit
Committee of the Board of Directors following which corrective action is recommended for
implementation. All these measures facilitate timely detection of any irregularities and
early remedial steps.
Particulars of loans/advances/investments outstanding during the financial year
There is no such occurrence took place during the year under review.
Deposits
Your Company has not accepted any deposit within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year
ended March 31,2016.
Particulars of loans, guarantees or investments under section 186
Your Company did not give any loans or guarantee or made any investments under Section
186 of the Companies Act, 2013. Particulars of contracts or arrangements with related
parties
During the year, the Company had not entered into any contract/arrangement/transaction
with related parties which could be considered material in accordance with the policy of
the Company materiality of related party transactions. Hence, the provisions of Section
188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not
required. Further, there are no materially significant Related Party Transactions during
the year under review made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is enclosed as 'Annexure - F' to the
Board's Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
The Company is committed to provide a safe and conducive work environment to its
employees and has formulated 'Policy for Prevention of Sexual Harassment' to prohibit,
prevent or deter any acts of sexual harassment at workplace and to provide the procedure
for the Redressal of complaints pertaining to sexual harassment, thereby providing a safe
and healthy work environment.
There were no such incidences during the period under review.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The Howrah Plant of your Company operates using Electricity from the grid with WBSEDCL
being the supply provider. We have optimised the Operations of the Plant to ensure that we
can get many Electricity Intensive Operations done during the "Off Peak" Period
to reduce the Electricity Bill. Moreover, a Project is in progress to Install LED light
sources in all locations of the Factory - this will help in reduction of the Electricity
Consumption.
(A) Electricity Purchased
|
Financial Year |
Financial Year |
|
2015-16 |
2014-15 |
| Total Units in kwh |
6,78,738 |
7,51,970 |
| Total Amount in Rs |
53,61,537 |
66,62,230 |
| Rate per Unit in Rs |
7.9 |
8.86 |
(B) Technology Absorption
Your Howrah Unit has Modernised and Expanded in the last few months resulting in
reduced wastages and enhanced productivity levels. The same shall be adequately reflected
in the next few years operating results.
(C) Foreign Exchange Earning & Outgo
| Earnings |
3,95,79,475 |
| Outgo |
38,947.63 |
Corporate Social Responsibility (CSR)
Provisions of Section 135 of the Companies Act, 2013 is not applicable to the company
during the financial year 2015-16
Directors' Responsibility Statement
In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
(vi) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
For & on behalf of the Board |
| Place : Kolkata |
SANDIP KEJRIWAL |
MADHURAGARWAL |
| Date : 5th August, 2016 |
Managing Director |
Whole Time Director |
  Â