BOARD REPORT Dear Shareholders, 1. Your Directors have pleasure in presenting the 29th Annual Report together with Audited Financial Statements for the year ended 31st March, 2015: 2. Results of Operation and State of Company's Affairs During the year under review, the turnover of the company has increased to Rs. 2633.25 lacs in the current year from Rs. 1323.60 in the last year. The Profit before tax has decreased from Rs. 18.35 lacs in the previous year to Rs. 7.47 lacs in the current year. The Net Profit decreased from Rs. 12.15 lacs in the previous year to Rs. 5.83 in the current year. A detailed analysis of performance for the year has been covered in the Management Discussion and Analysis, which forms part of the Annual Report. No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company. There has not been any change in the nature of business of the company. 3. Dividend In order to conserve the resources of Company, your Directors do not recommend any dividend. 4. Transfer to Researves An Amount of Rs. 27.76 lacs is proposed to be retained in Profit & Loss Account. 5. Management's Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with BSE, is presented in a separate section forming part of the Annual Report. 6. Directors Responsibility Statement Pursuant to Section 134(3) (c) of the Companies Act, 2013 with respect to Director's Responsibility Statement, it is hereby confirmed that in the preparation of the Annual Accounts: a. The applicable accounting standards had been followed along with proper explanation relating to material departures have been given; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31st March, 2015 and of its profit for the year; c. 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; d. The annual accounts have been prepared on a going concern basis; e. The directors have laid down internal financial controls to be followed by the Company. Internal Financial Controls are adequate and were operating effectively; f. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7. Corporate Governance The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under the Listing Agreement forms part of this Annual Report. The requisite certificate from Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. 8. Internal Financial Controls The Company has in place adequate internal financial controls with reference to the financial statements. During the year no reportable material weakness in the design or operation were observed. 9. Risk Management The Board has been entrusted with the responsibility to oversee and approve the Company's enterprise wide risk management framework and oversee that all the risks that the organization faces have been indentified and assessed. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. 10. Directors and Key Managerial Personnel I. Retirement by Rotation In accordance to the provisions of section 152 (6) of Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita J. Mehta, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. The Board recommends her re-appointment. ii. Independent Directors The Independent Directors have submitted their declaration of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 6. iii.Profile of Director Seeking re-appointment As required under clause 49 of the Listing Agreement, particulars of a Director retiring by rotation and seeking re-appointment as Director at the ensuing Annual General Meeting is annexed to the notice is convening 29th Annual General Meeting. iv. Key Managerial Personnel The following persons were designated/ appointed as Key Managerial Personnel during the year: 1) Mr. Jayesh R Mehta, Chairman and Managing Director 2) Mr. Shailesh P Sankav, Chief Financial Office 3) Ms. Gayatri Valan, Company Secretary v. Board Evaluation During the year, the Board has carried out evaluation of its performance, its committees and individual directors, including the Chairman of the Board. The Board has evaluated the composition of Board, its Committees, experience and expertise, performance of obligations etc. Performance of individual Directors and the Board Chairman was also carried out in terms of attendance, contribution to the meetings, timely availability of the documents/agenda etc. Directors were satisfied with the evaluation on different criteria. vi. Familiarization Programme The details of programmes for familiarization of Independent Directors with the Company, their roles, responsibilities in the Company and related matters are put up on the website of the company at the link <http://www.cteil.com/pdf/Familiarization%20Program%20of%20Independent%20Directors.pdf> Vii.Nomination of Remuneration Policy The Objective of the Policy a. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. b. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies. c. To carry out evaluation of the performance of Directors d. To retain, motivate and promote talent and to ensure long term sustainability of talenrted managerial persons and create competitive advantage. 11. Auditors and Auditors Report M/s Chandan Parmar & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that if re-appointed it would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board has duly reviewed the Statutory Audit Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self explanatory and do not call for any further clarification/ comments. The Auditors report does not contain any qualification, reverse or adverse remark. 12. Secretarial Auditor Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Ajay Anil Thorat & Associates, Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith marked as Annexure I to this Report. The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self explanatory. Clarifications on comments by Secretarial Auditor a) The Company has an Internal Auditor. b) Pending clarification of rules, there was a delay in filing Form MGT- 15. The said form will be filed by paying the prescribed fees. c) The Company will look into the matter regarding satisfaction of charge at the earliest. d) Managing Director was duly appointed for a term of five years vide special resolution dated 26th September, 2012 at the Annual General Meeting. Due to the enactment of the New Companies Act, 2013, the Company will included the resolution for appointment of Managing Director in this year's notice convening the 29th Annual General Meeting for shareholders approval. e) The adoption of new set of Articles of Association pursuant to Companies Act, 2013 will be considered by way of Postal Ballot. As all the provisions of the Companies Act, 2013 were not notified, the company decided to prolong the process. f) The Board of Directors had passed a resolution for investment of funds of the Company as per the Companies Act, 1956 however due to the enactment of Companies Act, 2013, a fresh board resolution was passed on 13.02.2015 ratifying the investments done with effect from 1.04.2014. g) Company will take proper care to mention the DIN in all concerned documents. h) The form for Appointment of Secretarial Auditor will be filed by paying the prescribed fees. I) The Company already had Mr. Shailesh Sankav as Vice-President Finance who was incharge of the Financial Operations in the Company; he was re-designated as Chief Financial Officer to comply with the section 203 of the Companies Act. The existing Company Secretary of the Company had resigned and the Company had been searching for a suitable candidate for the post. All reasonable efforts to comply with the provision of the Act were taken. As soon as a suitable candidate was identified, the post was filled. 13. Disclosures Audit Committee The Audit Committee comprises of Mr. R.C. Garg as the Chairman and Dr. Bharat Bhatia & Mr. V.G. Joshi as the members. More details on the Committee are given in the Corporate Governance Report. Vigil mechanism The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy on Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at the link <http://www.cteil.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf>. Meetings of the Board During the year five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, which is part of this Annual Report. Contracts and Arrangements with Related Parties There were no contracts or arrangements with the related parties except for payment of remuneration to Managing Director and KMP. The Policy on Related Party Transaction may be accessed on the Company's website at the link <http://www.cteil.com/pdf/Policy%20on%20Related%20Party%20Transactions%20Policy.pdf> Particulars of loans, guarantees or investments No Loans or guarantees have been given by the Company and the details of investments made are given in the notes to the Financial Statements. 15. Extract of Annual Return The relevant information in the prescribed form MGT-9 pertaining to annual return is attached to this report as Annexure II. 16. Particulars of Employees and related disclosures The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III. There are no employees in receipt of the remuneration exceeding the limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 17. General Yours Directors state that no reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Details relating to Deposits covered under Chapter V of the Companies Act, 2013 b) Issue of Equity Shares with differential rights as to dividend, voting or otherwise. c) Issue of Sweat Equity Shares or Stock Option to employees of the Company. d) No significant and material orders were passed by the regulators or courts or tribunals which impacts the going concern of status and Company's operation in future. Yours directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 18. Acknowledgement Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Members, Company's Bankers HDFC Bank Ltd, Union Bank of India and Bank of India, suppliers, vendors, customers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers. For and on behalf of the Board of Directors Jayes h R. Mehta Chairman & Managing Director Place: Mumbai Date: 29th May, 2015 |