| The Directors have pleasure in presenting the 39th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2015.
1. FINANCIAL RESULTS:
InRs,
2015 2014
Turnover 857,163,965 893,095,994
Profit Before Interest,
Depreciation & Tax 82,843,934 78,047,811
Less : Interest 43,741,763 38,133,961
Less: Depreciation 37,496,015 38,867,030
Profit Before Tax 1,606,156 1,046,820
Less : Provision for Taxation,
including Deferred Tax Liability (1,199,115) (1,612,347)
Profit After Tax 2,805,271 2,659,167
Add : Amount brought forward
from last year 39,454,112 38,783,860
APPROPRIATIONS :
Profit available for
Appropriation 42,259,383 41,443,027
Proposed Dividend 1,700,000 1,700,000
Tax on Proposed Dividend 346,086 288,915
Transfer to General Reserve
Balance carried forward
to Balance Sheet 40,213,297 39,454,112
2. OPERATIONS AND FUTURE PROSPECTS:
The slowdown of the Indian economy and cash crunch in the market
continued during this year also. This has heavily impacted growth plan
of the Company. Effective control on cost and continuous improvements
in efficiencies have supported Company in maintaining the
profitability.
Company continued its efforts of developing new market. During the
year, Company has introduced new range of products. It is expected that
the Company shall be appropriately benefited in near future.
During the year under review, industrial relations continued to be
harmonious. The Company is following transparency and good corporate
governance practices in all its operations.
The FOB value of exports, during the year, is Rs, 1711.23 lacs, as
against Rs, 1615.75 lacs in the previous year.
3. CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in nature of
business of the Company.
4. DIVIDEND:
Your Directors have pleasure in recommending a payment of dividend at
the rate of 10% on Equity Shares amounting to Rs, 0.50 per share for
the financial year ended 31st March, 2015. Board recommends the
dividend for approval of the members.
5. TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any
amount to its reserves.
6. CHANGES IN CAPITAL OF THE COMPANY: There are no changes in the
capital of the Company.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY: Not Applicable.
8. DEPOSITS:
The Company has not accepted deposits
9. DIRECTORS:
Mr. S.N. Inamdar has retired as Director. He was Chairman of the
Company from 2009 to 2014. The Company appreciates his immense
contribution for the growth of the Company during his tenure as
Director.
During the year, Company has appointed Dr. Ketan Vikas Pai as an
Additional Director w.e.f. 27th September, 2014, as per the provisions
of Companies Act, 2013, and is eligible to be appointed as a Director
of the Company in the forthcoming Annual General Meeting. The Board
recommends his appointment.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors
confirm that -
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
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 end of the financial year and of the profit of
the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors were devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively;
f) The Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively.
11. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors duly met 6 (six) times on 30.05.2014, 04.08.2014
(meeting adjourned to 21.08.2014 and concluded), 27.09.2014,
14.11.2014, 11.02.2015 & 30.03.2015, in respect of which proper notices
were given and the proceedings were properly recorded and signed.
The Audit Committee of the Board of Directors also met 3 (three) times
on 22.09.2014, 10.11.2014 & 06.02.2015, in respect of which proper
notices were given and the proceedings were properly recorded and
signed.
The details of the Board Meetings and the Directors who attended the
meetings are given below:
SI. Dates of Meeting Attended by
No.
1. 30.05.2014 S.N. Inamdar, M.L. Apte & D.B. Kulkarni
2. 04.08.2014 S.N. Inamdar, PA Kulkarni, S.S.Shirgaokar,
M.L. Apte, D.C. Shroff &D.B. Kulkarni
3. 21.08.2014 (Adjourned S.N. Inamdar, P.A. Kulkarni,
D.C. Shroff,,M.L. Apte & D.B. Kulkarni
Meeting)
4. 27.09.2014 P.A. Kulkarni, D.C. Shroff, S.S.
Shirgaokar, S.C. Kirloskar, M.L. Apte,
D.B. Kulkarni & Prabha Kulkarni
5. 14.11.2014 P.A. Kulkarni, D.C. Shroff, S.S.
Shirgaokar, M.L. Apte, D.B. Kulkarni,
Ketan Pai & Prabha Kulkarni
6. 11.02.2015 P.A. Kulkarni, S.S. Shirgaokar, S.C.
Kirloskar, D.B. Kulkarni, Ketan
Pai & Prabha Kulkarni
7. 30.03.2014 P.A. Kulkarni, D.C. Shroff, M.L. Apte,
S.S. Shirgaokar, S.C. Kirloskar,
D.B. Kulkarni & Prabha Kulkarni
The details of the Audit Committee Meetings and the Directors who
attended the meetings are given below:
SI. Dates of Meeting Attended by
No.
1. 22.09.2014 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
2. 10.11.2014 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
3. 06.02.2015 S.S. Shirgaokar, M.L. Apte & D.B Kulkarni
12. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of
the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, is attached as ANNEXURE-I to this Report.
13. SECRETARIAL AUDIT REPORT:
During the year under review, the Company has obtained the Secretarial
Audit Report in Form MR-3 and the same is attached as ANNEXURE-II to
this Report
14. STATUTORY AUDITOR:
The appointment of Auditors M/s P.G.Bhagwat, Chartered Accountants,
Pune, is for the period of 3 years till the conclusion of Annual
General Meeting for the financial year 2017, but subject to the
ratification at every Annual General Meeting by the members of the
Company.
The Board recommends the same for the ratification by the members at
the forthcoming Annual General Meeting.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A) CONSERVATION OF ENERGY
This industry does not fall under Schedule prescribed under Rule(2).
Efforts are made to keep the consumption of Power and Fuel to a minimum
level. Kulkarni Power Tools Ltd., also generates clean power by use of
wind power.
B) TECHNOLOGY ABSORPTION
I) Specific areas in which R&D carried out:
- Enhancing life of electric motors,
- Reducing maintenance cost of products,
- Development of new
products/designs/procedures/methods/materials/machines/ tools in
existing products/processes in related manufacturing areas,
- Improving the electrical characteristics of the motors.
II) Benefits derived as a result of above R&D:
- Improved performance/longer service life of product,
- Complete safety,
- Cost reduction,
- Enhancement of quality and service to the customers.
III) Future plan of action:
Company plans to continue development activities on the above lines,
IV) Expenditure on R&D:
Expenditure of revenue nature incurred on R&D is charged under the
respective heads, Capital expenditure on acquisition of assets for R&D,
if any, is depreciated as Plant & Machinery.
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
The Company has not imported any technology during the last twelve
years. There is a continuous flow of information between the Company
and the key suppliers from abroad. The Company's key managers also
visit various markets and are exposed to latest products and
technologies. Interaction with Suppliers of key components, on a
regular basis, keeps the Company abreast with the latest development in
product technology, manufacturing process and methods, quality
assurance, marketing and management systems. We have, over the years,
built requisite infrastructure and technically competent manpower to
translate and adopt the latest technical know-how into improved
products for our customers.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not advanced any loans/
given guarantees / provided securities or made any investments.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Related party transactions that were entered during the financial year,
were on an arm's length basis and were in ordinary course of business.
There were no materially significant related party transactions with
the Company's Promoters, Directors, Management or their relatives,
which could have had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company in
the normal course of business are periodically placed before the Audit
Committee for its omnibus approval and the particulars of contracts
entered during the year as per Form AOC-2 is enclosed as ANNEXURE-III
to this Report.
18. ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
During the year under review, the Board has initiated formal evaluation
process for its own performance and of its own committees and
individual directors, pursuant to Section 134 (3) (p) of the Companies
Act, 2013 and Rule 8 (4) of the Companies (Accounts) Rules, 2014.
19. NOMINATION AND REMUNERATION COMMITTEE:
The Company has framed Nomination and Remuneration Committee to decide
appointment and remuneration of Directors, Independent Directors and
Key Management Personnel.
20. AUDIT COMMITTEE:
The Audit Committee of the Board, pursuant to Section 177(2) of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014, consists of 3 (Three) Directors. Out of which
2 (Two) Directors are Independent Directors and constitutes majority.
21. VIGIL MECHANISM:
The Company has established a Vigil Mechanism for Directors and
employees to report their genuine concerns and to provide adequate
safeguards against victimisation of persons who use such mechanism.
22. RISK MANAGEMENT POLICY:
The Board of Directors of Company is continuously monitoring various
risk attached to business. On regular basis, Board and senior managers
identify the risk elements. Board and senior managers, on the basis of
past experience, ensure management of risk and take necessary steps to
mitigate the risks.
In the opinion of the Board there are no risk elements which may
threaten the existence of the Company, except general market risks,
risk due to effect of changes in government policies, competition risks
and risk due to natural calamities.
23. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
Company does not have any Subsidiary, Joint Venture or Associate
Companies.
24. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS: Not Applicable
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (IF APPLICABLE)
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
No such cases were reported during the Financial Year 2014-2015.
26. ACKNOWLEDGEMENT:
The Directors take this opportunity to express their gratitude for the
timely support, advice and cooperation from Banks and Financial
Institutions. At the same time, Board of Directors sincerely
appreciates and thanks its esteemed Shareholders for their continued
support and confidence reposed in the Company.
Your Directors also with to express their thanks to all the employees
for their contribution during the year.
For & On behalf of the Board of Directors
Pune Prakash Kulkarni Dilip Kulkarni
12th August, 2015 Managing Director Executive Director
DIN : 00052342 DIN: 00184727 |