2014-15 - NCL Seccolor

Transcription

NOTICE
NCL ALLTEK & SECCOLOR LIMITED
NOTICE
for a period of five years with effect from 1st April
2015 at the following remuneration be and is hereby
approved.
Notice is hereby given that the 29th Annual General
Meeting of the Members of NCL Alltek & Seccolor Ltd.
will be held on Saturday,5th September,2015 at 10.30 am,
at K.L.N Prasad Auditorium, Federation House, The
Federation of Telangana and Andhra Pradesh Chambers
of Commerce and Industry (FTAPCCI), H.No. 11-6-841,
Red Hills, Hyderabad-500004 to transact the following
business.
1.
Salary
: Rs. 2, 70,000 /-Per month. (Subject to
an annual increment of 10% on salary).
2.
Commission : 2 % on the net profits of the company,
subject to a ceiling pursuant to limits
prescribed by Section II (A) of Schedule
V of Companies Act, 2013.
ORDINARY BUSINESS:
Perquisites
1.
a)
Housing
i)
The expenditure by the company on hiring furnished
accommodation subject to 50% of the salary, over
and above 10% of the salary shall be payable by the
Managing Director.
In case the accommodation is owned by the company,
10% of the salary shall be deducted by the company.
To consider Stand-Alone and the Consolidated
Audited Financial Statements for the financial year
31st March 2015, and the Reports of the Auditors
and Directors thereon.
:
2.
To declare Dividend.
3.
To appoint a Director in place of Mr. S S Raju who
retires by rotation and is eligible for reappointment.
ii)
4.
To appoint a Director in place of Mrs Shilpa Datla
who retires by rotation and is eligible for
reappointment.
iii) In case no accommodation is provided by the
company, House rent allowance of 50% of the salary
shall be paid.
5.
To consider ratification of the appointment of
M/s. K.R. Bapuji & Co. Chartered Accountants,
Hyderabad, having Firm registration No.000395S, as
the Statutory Auditors of the Company who hold
until the conclusion of sixth Annual General Meeting
to be held after the Annual General Meeting held on
29th September 2014 and to fix their remuneration for
the financial year ending 31st March, 2016.
b)
Medical Reimbursement: For self and family subject
to a ceiling of one month’s salary per year or three
months salary in a period of three years.
c)
Leave Travel concession: For self and family subject
to a ceiling of one month’s salary in each year.
d)
Gratuity: Equal to half month’s salary for each
completed year of service and shall not be included in
ceiling on remuneration.
e)
Company’s Contribution to Provident fund/
Superannuation Fund at rates as per company’s rules,
or an equivalent Special Allowance, if so opted for by
the appointee.
“RESOLVED THAT Ms. K Pooja, who has been
appointed by the Board on 29th September 2014 as
an Additional Director, and holds office till the date
of this Meeting be and is hereby appointed as a
Director of the Company liable to retire by rotation.
f)
Earned/Privilege leave: As per the rules of the
company and encashment of unavailed leaves with
full pay and allowances at the end of the tenure which
shall not be included in ceiling on remuneration.
g)
Membership Fee for one Club.
To consider and if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution:
h)
Personal Accident Insurance: For an amount, the
annual premium of which does not exceed Rs.4,000/-
i)
Provision of Car and Telephone/Cell phone: The
Company shall provide car for official business and
telephone at residence as well as cell phone. However
personal long distance calls on telephone/cell phone
and use of car for private purposes shall be billed by
SPECIAL BUSINESS:
6.
7.
modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED that pursuant to the provisions of
Section 197, 198 and 204, read with Schedule V to
the Companies Act, 2013, the reappointment of
Mr. K Madhu as Managing Director of the Company
12
NOTICE
as per the rules to the extent these either singly or put
together are not taxable under the Income Tax Act,
1961 and shall not be included in the computation of
the company.
“FURTHER RESOLVED that in the event of absence
or inadequacy of profits in any year, the above
remuneration be paid as the Minimum Remuneration.”
8.
“FURTHER RESOLVED that pursuant to proviso to
Section II B (iii) of Schedule V to the Companies act,
2013, remuneration approved by the resolution shall
be for a period of three years.”
f)
Earned/Privilege leave: As per the rules of the company
and encashment of unavailed leaves with full pay and
allowances at the end of the tenure which shall not be
included in ceiling on remuneration.
modification(s), the following resolution as an
Ordinary Resolution:
g)
Provision of Car and Telephone/Cell phone: The
company shall provide car for official business and
telephone at residence as well as cell phone. However
personal long distance calls on telephone/cell phone
and use of car for private purposes shall be billed
by the company.”
9.
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of
Section 196, 197, 203 and other applicable provisions
of the Companies Act, 2013 and subject to the
approval of the Shareholders Mr. Bimal Goradia be
and is hereby reappointed as Executive Director of
the Company for a period of 3 years with effect from
05.06.2015 at the following remuneration :
1.
Salary
:
“RESOLVED THAT pursuant to the proviso to
Section 188 (1) of the Companies Act, 2013, the prior
approval of the shareholders of the company be and is
hereby granted for the purchase of 17.50 acres of land
from NCL Homes Ltd. by NCL Green Habitats Pvt.
Ltd., a wholly owned subsidiary of the Company for
a consideration of Rs. 1470 lakhs, and to enter into a
development agreement for a further 7.50 acres of
land at terms and conditions detailed in the Explanatory
Statement to this item of the Notice convening this
Meeting.”
Rs. 90,000 /-Per month.
(Subject to an annual
increment of 10% on
salary)
Perquisites
a)
Housing :
i)
The expenditure by the company on hiring furnished
accommodation subject to 50% of the salary, over and
above 10% of the salary shall be payable by the
Executive Director.
ii)
In case the accommodation is owned by the company,
10% of the salary shall be deducted by the company.
NOTES
1.
A member entitled to attend and vote at the meeting is
entitled to appoint a proxy to attend and vote on poll
on his behalf. A proxy need not be a member of the
company. A person can act as proxy on behalf of
members not exceeding fifty (50) and holding in the
aggregate not more than ten percent of the total share
capital of the company. Members holding more than
ten percent of the total Share Capital of the Company
may appoint a single person as proxy, who shall not
act as a proxy for any other Member.
2.
The instrument appointing proxy must be lodged at
the Registered Office of the company at least 48 hours
before the commencement of the Meeting.
3.
The Register of Members will remain closed from 29th
August,2015 (Saturday) to 5 th September, 2015
(Saturday) (both days inclusive).
iii) In case no accommodation is provided by the
company, House rent allowance of 50% of the salary
shall be paid.
b)
Medical Reimbursement: For self and family subject
to a ceiling of one month’s salary per year or three
months salary in a period of three years.
c)
Leave Travel concession: For self and family subject
to a ceiling of one month’s salary in each year.
d)
Gratuity: Equal to half month’s salary for each
completed year of service and shall not be included in
e)
Contribution to Provident fund/Super annuation.
Contribution to provident fund/super annuation fund
23
NOTICE
4.
5.
For Members holding shares in
Demat form and physical form
An explanatory statement pursuant to Section 102 of
the Companies Act, 2013, relating to the Special
Business to be transacted at the meeting is annexed
hereto.
PAN
Enter your 10 digit alpha-numeric *PAN issued by Income
Tax Department (Applicable for both demat shareholders
as well as physical shareholders)
Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014 the
company is providing e-voting facility to enable
shareholders to cast their vote electronically on all the
resolutions set forth in the Notice to the 29th Annual
General Meeting to be held on Saturday, 5 th
September,2015 at 10.30 am. The company has
engaged the services of Central Depository Services
(India) Limited to provide e-voting platform to the
shareholders.
The instructions for shareholders voting
electronically are as under:
(i)
(ii)
Enter the Dividend Bank Details as recorded in your
demat account or in the company records for the said
demat account or folio.
Details
Please enter the DOB or Dividend Bank Details in
order to login. If the details are not recorded with the
depository or company please enter the member id /
folio number in the Dividend Bank details field as
mentioned in instruction (iv).
(iv) Now Enter your User ID
For NSDL: 8 Character DP ID followed by 8 Digits
Client ID,
c.
Members holding shares in Physical Form should
enter Folio Number registered with the Company.
(v)
Next enter the Image Verification as displayed and
Click on Login.
In case the sequence number is less than 8 digits enter
the applicable number of 0’s before the number after
the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the
PAN field.
Dividend Bank
(iii) Click on Shareholders.
b.
•
Enter the Date of Birth as recorded in your demat
account or in the company records for the said demat
account or folio in dd/mm/yyyy format.
The shareholders should log on to the e-voting website
www.evotingindia.com.
For CDSL: 16 digits beneficiary ID,
Members who have not updated their PAN with the
Company/Depository Participant are requested to use
the first two letters of their name and the 8 digits of
the sequence number in the PAN field.
DOB
The voting period begins at 9.00 AM on 2nd September,
2015 and ends at 5.00 PM on 4th September, 2015.
During this period shareholders of the Company,
holding shares either in physical form or in
dematerialized form, as on the cut-off date (record
date) of 28 th August,2015, may cast their vote
electronically. The e-voting module shall be disabled
by CDSL for voting thereafter. Once the vote on a
resolution is cast by the shareholder, the shareholder
shall not be allowed to change it subsequently.
a.
•
(viii) After entering these details appropriately, click on
“SUBMIT” tab.
(ix) Members holding shares in physical form will then
directly reach the Company selection screen.
However, members holding shares in demat form will
now reach ‘Password Creation’ menu wherein they
are required to mandatorily enter their login password
in the new password field. Kindly note that this
password is to be also used by the demat holders for
voting for resolutions of any other company on which
they are eligible to vote, provided that company opts
for e-voting through CDSL platform. It is strongly
recommended not to share your password with any
other person and take utmost care to keep your
password confidential.
(vi) If you are holding shares in demat form and had logged
on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password
is to be used.
(vii) If you are a first time user follow the steps given
below:
34
NOTICE
(x)
•
For Members holding shares in physical form, the
details can be used only for e-voting on the resolutions
contained in this Notice.
(xi) Click on the EVSN for the relevant <NCL ALLTEK
& SECCOLOR LIMITED> on which you choose to
vote.
(xix)In case you have any queries or issues regarding evoting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at
www.evotingindia.com, under help section or write
an email to helpdesk.evoting@cdslindia.com.
(xii) On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO
as desired. The option YES implies that you assent
to the Resolution and option NO implies that you
dissent to the Resolution.
6.
The Dividend of 50% for the year ended 31st March,
2015, as recommended by the Board, if approved at
the meeting will be paid to those members whose
names appear in the Company’s Register of Members
as on 28th August,2015.
7.
Members can register their email ids and contact nos.
with the Company for paperless communication by
filling the GO GREEN Form in the Annual Report at
Page No. 71 and submit the same to the company.
8.
Shareholders holding share certificates in the name of
“NCL Seccolor Limited” or “Alltek Coating
Products Ltd.” are requested to surrender the original
share certificates to the Company at its registered
office address in exchange of which the Company will
issue new share certificates of “NCL Alltek & Seccolor
Ltd”.
9.
The investors may contact the Company Secretary
for redressal of their grievances/queries. For this
purpose, they may either write to the Registered office
address or e-mail their grievances/queries to the
Company Secretary at the following e-mail
address:companysecretary@nclseccolor.com.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you
wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to
vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote,
click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution,
you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you
by clicking on “Click here to print” option on the
Voting page.
(xvii) If Demat account holder has forgotten the same
password then Enter the User ID and the image
verification code and click on Forgot Password & enter
the details as prompted by the system.
(xviii)Note for Non – Individual Shareholders and
Custodians
•
Non-Individual shareholders (i.e. other than
Individuals, HUF, NRI etc.) and Custodian are required
to log on to www.evotingindia.com and register
themselves as Corporates.
•
A scanned copy of the Registration Form bearing the
stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
•
After receiving the login details a compliance user
should be created using the admin login and password.
The Compliance user would be able to link the
account(s) for which they wish to vote on.
•
A scanned copy of the Board Resolution and Power
of Attorney (POA) which they have issued in favour
of the Custodian, if any, should be uploaded in PDF
format in the system for the scrutinizer to verify the
same.
The shareholders are requested to consolidate the
folios in case of any multiple folios existing in their
name.
10. The Shareholders are requested to access the Annual
Report of the Company on its website:
www.nclalltek.com.
By order of the Board
For NCL Alltek & Seccolor Ltd.
Place: Hyderabad.
Date : 08-07-2015
The list of accounts should be mailed to
helpdesk.evoting@cdslindia.com and on approval of
the accounts they would be able to cast their vote.
45
M. Divya Bharathi
Company Secretary
NOTICE
three segments viz. Alltek, Seccolor and AAC Blocks.
EXPLANATORY STATEMENT PURSUANT
TO THE PROVISIONS OF SECTION 102 OF
THE COMPANIES ACT, 2013
(2) Date of commencement of commercial production –
1992-93.
ITEM No. 6
(3) In case of new companies, expected date of
commencement of activities as per project approved
by financial institutions appearing in the prospectus
– Not Applicable.
Mrs. K Pooja was appointed by the Board as an Additional
Director of the Company with effect from 29th September
2014. In terms of Section 161 of the Companies Act,
2013, she holds office till the date of the Annual General
Meeting.
(4) Financial performance based on given indicators :
Rs. in Lakhs
Financial Year
2010-11 2011-12 2012-13 2013-14 2014-15
Net Turnover
11420 11979 12800 13929 15395
Net Profit
932
1033* 812
893
1102
Dividend paid
318
318
260
289
289#
Rate of Dividend (%) 55
55
45
50
50
The proposed Resolution seeks the appointment of Mrs.
K Pooja as a Director liable to retire by rotation.
Brief Resume of Mrs. K. Pooja
Mrs. K Pooja (30years) is a graduate in commerce and
masters in business administration with specialization in
finance and marketing. She was earlier associated with the
Company in managerial cadre. Besides being a Director of
the company, she is the Managing Director of Khandaleru
Power Co. Ltd. Mrs. K Pooja holds 367,790 equity shares
in the company.
*including exceptional items of Rs 171 lakhs.
#Dividend Proposed.
(5) Foreign investments or collaborations, if any: The
company manufactures (a) spray plasters in technical
collaboration with International Coating Products
(ICP), Sweden and (b) color coated steel profiles in
technical collaboration with Industrie Secco s.p.a.,
Italy. The company has fully absorbed the technologies
derived from its collaborators and is self sufficient in
technology.
Mrs. K Pooja is the daughter of Mr. K Madhu, Managing
Director of the Company. None of the Directors nor any
key managerial personnel, excepting Mr. K Madhu and
Ms. K Pooja are interested in the proposed Resolution.
II. Information about the appointee:
ITEM No. 7
(1) Background details – Mr. K. Madhu is a graduate in
commerce and law and has over 35 years of rich
experience in cement and building materials industry.
Apart from being the Managing Director of the
Company, Mr. K. Madhu holds directorship in NCL
Industries Ltd, NCL Wintech India Ltd, NCL Homes
Ltd, NCL Green Habitats Pvt. Ltd, Kakatiya
Industries Pvt. Ltd, Spantile Mfg. Co. Pvt. Ltd, &
Eastern Ghat Renewable Energy Ltd.
At the meeting of the Board of Directors held on 27th
February 2015, Mr. K Madhu was reappointed as
Managing Director of the Company for a period of 5 years
with effect from 1st April 2015. The remuneration and
terms of his appointment of Mrs. K Madhu were also
duly approved by the Nomination and Remuneration
Committee as well as the Board of Directors.
The remuneration proposed is in accordance with the
ceilings prescribed under Schedule V to the Companies
Act, 2013.
(2) Past remuneration – 2014-15 – Rs 63.71Lakhs; 201314 – Rs 54.20 Lakhs; 2012-13 – Rs. 48.89 Lakhs.
The information required to be provided in terms of Section
II of Schedule V of the Companies Act 2013 is furnished
below :
(3) Recognition or awards : Nil.
(4) Job profile and his suitability: Mr. K. Madhu is the
overall in-charge of operations of the company. Subject
to the superintendence, direction and control of the
Board of Directors, the day to day management and
I. General Information:
(1) Nature of industry – The company is operating in
56
NOTICE
administration of the company is vested with the
Managing Director.
business.
NGHPL has identified a patch of land admeasuring 32.40
acres for purchase and further development. Out of this,
25 acres of land is owned by NCL Homes Ltd, which is a
Related Party of this Company in terms of Section 188 of
the Companies Act, 2013, in which the Directors of the
Company are interested.
(5) Remuneration proposed: As set out in the resolution
for the Item No.7. The remuneration proposed to be
paid to the Managing Director has the approval from
Nomination and Remuneration Committee.
(6) Comparative remuneration profile with respect to
industry, size of the company, profile of the position
and person: The proposed remuneration is comparable
to the remuneration being paid to the Managing
Director in other companies of similar size and
operations.
The company proposes to purchase 17.50 acres of land
from NCL Homes Ltd. on an outright purchase basis, and
enter into a development agreement in respect of the balance
7.50 acres.
Though the proposed transaction is being entered into by
the subsidiary, and the approval of the shareholders of
this company is not strictly required by the Statute, as a
measure of good corporate governance and disclosures,
the Directors have chosen to seek the prior approval of
the shareholders for the transaction.
(7) Pecuniary relationship directly or indirectly with the
company, or relationship with the managerial
personnel, if any. Besides the remuneration proposed,
Mr. K. Madhu is holding 1,76,299 equity shares in
the company.
Excepting Mr. K. Madhu, and his daughter
Mrs. K. Pooja, none of the directors or Key
Managerial Personnel is interested in the proposed
resolution.
The particulars as required by the Companies (Meetings
of Board and its Powers) Rules, 2014 are given below:
(a) Name of the related party: NCL Homes Ltd.,
(b) Name of the director or key managerial personnel
who is related, if any: Mr. K. Madhu, MD and
Mr. G. Raghunadh, CEO.
ITEM NO 8
At the meeting of the Board of Directors held on 27th
February 2015, Mr. Bimal V Goradia was re-appointed
as Executive Director for a period of 3 years with effect
from 05.06.2015. The remuneration and terms of his
appointment of Mr. Bimal V Goradia were also duly
approved by the Nomination and Remuneration Committee
as well as the Board of Directors.
(c) Nature of relationship: Mr. K. Madhu and
Mr. G. Raghunadh together hold nearly 80% of the
equity share capital of NCL Homes Ltd.
(d) Nature, material terms, monetary value and
particulars of the contract or arrangement: Purchase
of 17.50 acres of land on outright basis at the rate of
Rs 84 lakhs per acre and acquiring another 7.50 acres
of land on development basis.
The remuneration proposed is in accordance with the
ceilings prescribed under Schedule V to the Companies
Act, 2013.
The Board recommends the resolution for approval of the
shareholders.
(e) Any other information relevant or important for the
members to take a decision on the proposed
resolution.
Except Sri. Bimal V Goradia none of the Directors or Key
Managerial Personnel is interested in the resolution.
Your Directors recommend that the resolution be passed.
In addition to the persons named in para (b) above,
Mrs. K. Pooja, daughter of Mr. K. Madhu, Managing
Directors is deemed to be interested in the above
resolution. No other director or Key Managerial Personnel
is interested in the resolution.
ITEM NO 9
Members are aware that NCL Green Habitats Pvt. Ltd
(NGHPL) is a wholly owned subsidiary of this company,
which intends to expand its activities in the real estate
67
DIRECTOR’S REPORT
DIRECTORS’ REPORT
in the final stages of installation. The plant is expected to be
Your Directors have pleasure in presenting their report for
operational from 1st August 2015. Both these plants would
the financial year ended 31st March 2015.
add to the turnover during 2015-16. Substantial additions
to the bottom line will happen in 2016-17.
FINANCIAL RESULTS
The Audited Balance Sheet of your company as at 31st
UPVC FABRICATION
March 2015, the statement of Profit and Loss for the year
UPVC fabrication facilities have been created in Tirupati in
ended as on that date and the report of the Auditors thereon
May 2014. The Bhubaneswar fabrication facility has been
being circulated with this report. The salient features of the
shut down as it is unviable. There are plans to set up
financial results are as follows:
another UPVC fabrication unit in Jeedimetla, Hyderabad
Rs. in lakhs
Particulars
Gross Sales and Other Income
Profit before Interest
during the year 2015-16.
Year ended
Year ended
IMPORTED ABS DOORS
31.03.2015
31.03.2014
In addition to the above manufacturing initiatives, your
18628
17155
2393
2021
company has started marketing imported ABS doors from
South Korea. Plans are afoot to set up facilities to assemble
these doors in Hyderabad. The plant is expected to be
& Depreciation
operational by end of September 2015.
Profit before Tax
1753
1368
Profit after Tax
1102
893
Proposed Dividend
289
289
of Rs.5.00 per equity share for the year ended 31.03.2015.
Transfer to General Reserve
750
625
FURTHER PLANS:
DIVIDEND
Your Directors recommend for your consideration a dividend
OPERATIONS
The future plans for further expansion and diversification
For the Year the turnover of the company increased by 9%
include another AAC blocks plant near Chennai.
and the profitability improved by 23%.
Your Directors are also contemplating to infuse substantial
NEW INITIATIVES:
funds into NCL Green Habitats Pvt. Ltd, a wholly owned
Your company has been constantly striving to enhance its
subsidiary to take up construction and real estate activities
range and depth of operations. The new initiatives taken
on a large scale. This is expected to contribute substantially
during the year are as follows:
in future years.
AAC BLOCKS PLANT
NCL Wintech India Ltd where we have about 40% share
holding has done extremely well in 2014-15 and a maiden
A new production facilitiy for 2,50,000 Cubic Meters per
dividend of 6% has been proposed by the company.
annum capacity AAC blocks plant is in the final stages of
installation. Trial runs have already started partly and regular
SUBSIDIARIES, ASSOCIATES AND JOINT
operations would start during the first half of current financial
VENTURES
year.
The details of performance of the subsidiaries, associates
RENDERS PLANT
and joint ventures, as required in Rule 8 (1) of the
A Renders plant with 33,000 tonnes per annum capacity is
Companies (Accounts) Rules 2014, are contained in
748
DIRECTOR’S REPORT
Annexure I to this Report
AUDIT COMMITTEE
DIRECTORS
The Company has an Audit Committee, which consists of
Mr. K. Jayabharath Reddy as Chairman and Mr. M. Kanna
Mr. K S Narayana Rao resigned as a Director of the
Company with effect from 23 August 2014. Mr. Sudheer
Reddy and Mr. Ashven Datla as members.
Kanumilli was appointed as Director on 23 August 2014 to
There are no occasions where the Board had not accepted
fill the Casual Vacancy caused by the resignation of
any recommendation of the Audit Committee.
Mr. K S Narayana Rao.
DIRECTORS’ RESPONSIBILITY STATEMENT
Mrs. K Pooja has been appointed as an Additional Director
In terms of Section 134(5) of the Companies Act, 2013,
of the Company with effect from 29th September 2014, and
your Directors hereby confirm that
rd
holds office till the date of the ensuing Annual General
(a) in the preparation of the annual accounts, the applicable
Meeting.
accounting standards had been followed along with
Mrs. S S Raju and Ms. Shilpa Datla retire by rotation at the
proper explanation relating to material departures;
ensuing Annual General Meeting, and are eligible for
(b) the directors had selected such accounting policies and
reappointment.
applied them consistently and made judgments and
During the year under review, Five Board Meetings were
estimates that are reasonable and prudent so as to give
held.
a true and fair view of the state of affairs of the company
INDEPENDENT DIRECTORS
at the end of the financial year and of the profit and
Mr. K. Jayabharath Reddy Chairman, Mr. M. Kanna Reddy,
loss of the company for that period;
and Mr. V. Sundaresan are independent Directors in the
(c) the directors had taken proper and sufficient care for
Company. In terms of Section 149(6) of the Companies
the maintenance of adequate accounting records in
Act, 2015, they have furnished declarations that they meet
accordance with the provisions of this Act for
the criteria of independence.
safeguarding the assets of the company and for
The Company’s policy in respect of Directors, and their
preventing and detecting fraud and other irregularities;
remuneration and other matters as provided in Section 178
(d) the directors had prepared the annual accounts on a
(3) of the Companies Act, 2013, is given in Annexure II
going concern basis; and
to this Report.
(f) the directors had devised proper systems to ensure
POLICY RELATING TO REMUNERATION OF
compliance with the provisions of all applicable laws
DIRECTORS ETC
and that such systems were adequate and operating
The Remuneration Policy of the Company for the directors,
effectively.
key managerial personnel and other employees is to design
LOANS, INVESTMENTS AND GUARANTEES
the compensation packages which are sufficient to attract,
The particulars of loans, investments and guarantees under
retain and motivate the person to put in his best performance
Section 186 of the Companies Act, 2013 are contained in
and feel that the compensation paid to him is commensurate
the respective Schedules to the Stand-alone Financial
with his talent, experience and expertise.
Statement of the Company.
859
DIRECTOR’S REPORT
RELATED PARTY TRANSACTIONS:
FIXED DEPOSITS
The details of the Related Party Transactions are furnished
As required by Rule 8 (5) of the Companies (Accounts)
in Note 35 of the Notes on the Financial Statements attached
Rules, 2014, the details relating to fixed deposits are as
to this Report.
follows:
All the related party transactions have been on an arms-
(a) accepted during the year
length basis.
(b) remained unpaid or unclaimed as
at the end of the year
MATERIAL CHANGES AFTER FINANCIAL
YEAR
: Rs.628.16
: Rs. Nil
(c) whether there has been any default
There are no material changes or commitments effecting the
in repayment of deposits or payment
financial position of the company between the end of the
of interest thereon during the year :
No
year under review and the date of this Report.
The Deposits are in compliance with Chapter V of the Act.
CONSERVATION OF ENERGY ETC.
AUDITORS
The prescribed information on conservation of energy,
At the Annual General Meeting held on 29 September 2014,
technology absorption and foreign exchange outgo is
M/s. K.R. Bapuji & Co. Chartered Accountants, Hyderabad,
contained in Annexure III to this Report.
were appointed as auditors of the Company till conclusion
RISK MANAGEMENT
of the sixth Annual General Meeting after that meeting.
The Company, at its executive level has an internal system
As required by the provisions of the Companies Act 2013,
of assessing the Risks that it is subjected to. In the opinion
a proposal is being made for ratification of their appointment
of the Board, there are no elements of risk at present, which
at the ensuing Annual General Meeting.
threaten the existence of the Company.
ACKNOWLEDGEMENTS
CORPORATE SOCIAL RESPONSIBILITY
Your Directors would like to express their grateful
The Corporate Social Responsibility Committee of the Board
appreciation for the co- operation and assistance received
has been constituted, and it consists of Mr. V Sundaresan,
from State Bank of Hyderabad, Industrial Finance Branch,
Chairman, Mr. S. S. Raju, Dr. Somaraju and Mr. Tarun
Punjagutta, Corporation Bank, IFCI Ltd and Government
Sandeep.
Authorities during the year. Your Directors wish to place
on record their deep sense of appreciation for the devoted
The Corporate Social Responsibility (CSR) Policy of the
services of the employees at all levels.
Company is enclosed in Annexure IV to this Report. The
details of the CSR initiatives taken during the year are
given in Annexure V.
For and on behalf of the Board
EXTRACT OF ANNUAL RETURN
For NCL Alltek & Seccolor Ltd.
As required by Section 134 (3)(a) of the Companies Act,
2013, the extract of Annual Return, in form MGT 9 is
enclosed as Annexure VI.
190
Place: Hyderabad.
K. Jayabharath Reddy
Date: 08.07.2015
Chairman
DIRECTOR’S REPORT
Annexure I
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint
ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs. Lakhs)
Sl.No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Particulars
Details
Details
Details
Name of the
Spantile Manufacturing NCL Green Habitats Eastern Ghat Renewable
Subsidiary
Co. Pvt. Ltd.
Pvt. Ltd.
Energy Ltd.
Reporting period for
the subsidiary concerned,
if different from the
Same as Holding company’s reporting period.
holding company’s
reporting period
Reporting Currency
and Exchange rate
as on the last date
All are Indian Subsidiaries
of the relevant
Financial year in
the case of foreign
subsidiaries
Share Capital
20.46
36.05
53.00
Reserves & Surplus
(0.67)
302.70
Total Assets
33.86
1467.39
192.41
Total Liabilities
14.07
1128.64
139.41
Investments
Turnover / Total Income
7.13
390.81
Profit before Taxation
4.88
390.81
Provision for Taxation
1.34
85.25
Profit after Taxation
3.54
305.56
. Proposed Dividend
% of shareholding
100
100
99.99
11
10
DIRECTOR’S REPORT
Notes:
The following information shall be furnished at the end of the statement:
1.
Names of subsidiaries which are yet to commence operations: Spantile Manufacturing. Co. Pvt. Ltd and Eastern
Ghat Renewable Energy Ltd.
2.
Names of subsidiaries which have been liquidated or sold during the year: Nil
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
Rs. in lakhs
Name of associate
NCL Wintech India Ltd
1. Latest audited Balance Sheet Date
31.3.2015
2. Shares of Associate held by the company on the year end No.
10748900
Amount of Investment in Associates/Joint Venture
1074.89
Extend of Holding%
39.46
3. Description of how there is significant influence
4. Reason why the associate/joint venture is not consolidated
Not Applicable
5. Net worth attributable to shareholding as per latest audited Balance Sheet
1233.75
6. Profit for the year
i. Considered in Consolidation
842.07
ii. Not Considered in Consolidation
Nil
1.
Names of associates or joint ventures which are yet to commence operations: Nil
2.
Names of associates or joint ventures which have been liquidated or sold during the year: Nil
Annexure II
Policy in respect of appointment of Directors, their remuneration etc
Part I
Criteria for qualification, positive attributes of independence of Directors:
It is proposed that the following criteria be adopted for choosing independent directors, as and when a vacancy arises:
1.
The total composition of the Board should consist of a mix of expertise and experience in the following fields:
O
Business Management.
O
Finance & Accounts.
12
11
DIRECTOR’S REPORT
Part II
O
Technology, Research and Development.
O
Marketing.
O
Investment Banking.
O
Corporate & Business Laws.
O
Public Relations and Corporate Communications.
and motivate the person to put in his best performance and
O
HRD and Leadership.
feel that the compensation paid to him is commensurate
O
Other disciplines related to the Company’s business.
with his talent, experience and expertise.
2.
The type of persons to be identified for appointment as
Due care will be taken to ensure a remuneration package
Directors would depend on the skill-sets already
which is comparable to the pay and employment conditions
available in the existing Board. The effort would
with peers within the organization as well as the
always be to ensure that the overall expertise and skill-
contemporary levels of compensation in the industry.
Remuneration Policy
The Remuneration Policy of the Company is to design the
compensation packages which are sufficient to attract, retain
sets availalble at the Board level is as broad based as
Increments and career advancement will be directly linked
possible.
3.
O
O
O
to the performance of the particular individual. Measurable
The following additional factors shall also be taken
performance indicators shall be designed and intimated to
into account while recommending individuals for
the employees to ensure objectivity and transparency in the
appointment as independent directors.
performance evaluation.
The other directorships held by the proposed appointee,
Remuneration of Executive Directors and Key
the ability for devoting adequate time and the
Managerial Personnel
willingness of the proposed appointee to participate in
The Nomination and Remuneration Committee shall
the Board and Committee meetings.
consider the following criteria, while fixing the remuneration
The composite age profile of the Board of Directors as
of the Executive Directors (Managing and Whole-time
a whole. The effort will be to strike an appropriate
Directors) Key Managerial Personnel and other employees:
balance of youth and experience.
O
Industry Bench Marks.
Present and potential conflict of interest of the proposed
O
Performance of the Company compared to the
performance of the industry.
appointee in the various issues that may be coming up
O
before the Board.
O
Responsibilities shouldered.
Personal characteristics being in line with the
O
Performance of the individual, and his track record.
Company’s values, such as integrity, honesty and
O
Initiatives taken and leadership qualities exhibited.
transparency.
For the Managing Director and Executive Directors’ level,
Executive Directors
there will be a fixed component of salary, perquisites and
The Policy relating to appointment of executive directors is
allowances, and variable component of commission based
to
on the net profit of the company, within the ceilings prescribed
O
by the Statute.
Provide adequate opportunity for career advancement
Remuneration of Non-executive Directors
of the executives already working in the company;
O
Non executive Directors will be paid a Sitting Fee as may
Simultaneously attract talent from outside for direct
be decided by the Board, within the ceilings prescribed
recruitment as Executive Directors at the Board level.
under the Act.
13
12
DIRECTOR’S REPORT
Annexure III Details of Conservation of Energy
The Company being not a power intensive unit, the scope
for energy conservation efforts is limited
(A) Conservation of energy(i)
the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate
sources of energy;
(iii) the capital investment on energy conservation
equipments;
(B) Technology absorption(i)
the efforts made towards technology absorption;
The Company has fully absorbed the technology derived
from its collaborators and is self sufficient in technology
(ii) the benefits derived like product improvement, cost
reduction, product development or import
substitution;
(iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the
financial year)-
Not Applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and
Development.
Rs. 7.83 lakhs
C ) Foreign exchange earnings and OutgoThe Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows.
Earnings: Nil Outflow: Rs 425.81 lakhs
Annexure IV
i)
Eradicating Poverty/hunger/malnutrition, Promoting
Health Care/Sanitation/safe drinking water
ii)
Promoting Education/ employment enhancing
vocational skills
NCL ALLTEK & SECCOLOR LTD.
CSR POLICY
Pursuant to the provisions of Section 135 (3)(a) of the
Companies Act, 2013, the CSR Policy of the Company
formulated and recommended by the Corporate Social
Responsibility Committee and adopted by the Board is
as follows:
iii) Setting up public libraries, Development of traditional
arts and handicrafts
iv) Promoting gender equality/empowering women and
measures reducing inequalities faced by socially and
economically backward groups
1 . Commitment to the principles of Corporate
Social Responsibility
3 . Geographical Location.
The Company is fully committed to the concept and
principles of Corporate Social Responsibility in letter and
spirit, and shall endeavor to play a meaningful role in
discharging its responsibility.
85% of the CSR Funds shall be reserved for deployment
in the CSR activities within a radius of 50 kms from the
location of the plant or project site of the Company,
2 . Activities to be undertaken:
For the four years after the commencement of the formal
CSR activities under the Act, i.e. for the years 2014-15
through 2017-18, at least 50% of the CSR funds shall be
earmarked for supporting institutions and entities which
4 . Selection of Beneficiaries:
The company shall concentrate its efforts on the following
CSR activities among the activities specified in Schedule
VII to the Companies Act, 2013.
14
13
DIRECTOR’S REPORT
Annexure V
are already beneficiaries of the company’s voluntary CSR
efforts. This policy is consciously adopted to ensure
sustained development of such institutions and entities.
CSR Initiatives during the year 2014 -15
In line with the CSR Policy adopted by the Company,
your company has been concentrating on the fields of
education and womens’ welfare during the year under
review.
However, such support shall be extended only after
receiving a detailed report of the institutions/entities
concerned, and the Committee is satisfied with the
performance of the beneficiary.
As per the CSR Policy, the CSR initiatives have been
mostly centered around the institutions which were already
being supported by the company, even before the
provisions of CSR allocations became mandatory under
the Companies Act, 2013.
5 . Criteria for selection of Beneficiaries:
For institutions and entities other than the those coming
under Para 4 above, the following criteria shall be adopted
before sanctioning any support from the CSR Fund:
Vennela Educational Society
The prospective beneficiary should submit to the CSR
Committee, the following documents:
i.
The Charter Document like the Registration
Certificate, Memorandum of Association etc.
ii.
A report on the past activities before approaching the
company for support.
As per the norms prescribed under Section 135, the
minimum amount allocable for CSR activities on the basis
of the average net profits was Rs. 27.11 lakhs.
Out of this, the CSR Committee decided to allocate an
amount of Rs. 25 lakhs to meet the revenue deficit of
Vennela Educational Society, which is running a school Ratnapuri Vidyalayam and also, Ratnapuri Institute of
Technology - College of Polytechnic (RITCOP)
iii. Details of the Project or Venture for which the support
is sought.
Ratnapuri Vidyalaya has a total of 312 students from LKG
through Class X. 79 of them are children of the company’s
employees. Most of the other students are from the
socially disadvantaged sections from the localities adjoining
the factory premises of the company at Ratnapuri.
iv. Measurable goals to be achieved specifying timelines.
v.
Proposed Budget for the activities planned, and the
details of funds committed, and the shortfall sought
to be met by the contribution from the Company
With the active support provided by the Company, the
students of the school have been recorded significant
achievements both in academic and co-curricular activities.
Some of the achievements are:
Recurrence of the support to an existing beneficiary
shall be considered only upon its submitting a
satisfactory report on performance.
6 . Procedure for sanctioning Support
1.
A formal request for contribution from CSR Fund shall be
made by the prospective beneficiary, along with the
documents listed in Para 5 above.
Three students were recipients of Balakalaratna awards
from “Kalabharathi Child Art Institute”, Aurangabad,
Maharashtra.
2.
Four students obtained state and district level ranks
in Maths and Science Olympiad 2015 conducted by
S.A.S.T.
3.
The school had the distinction of 100% result in the
CBSE exams held in March 2015
The prospective beneficiary will also have to make a full
disclosure of the nature of association, if any, of any
Director, executive or employee or their relatives with the
beneficiary. In case such association does not exist, a
declaration that no such association exists shall be made.
Other CSR Initiatives:
In addition to the above, the CSR funds were also
deployed for
The CSR Committee shall meet at least once in six months
to consider the pending requests, and make allocation of
funds to the aspiring beneficiaries.
i.
Renovation of the building of a School run by Andhra
Mahila Sabha in Sangareddy, Medak District at a cost
of Rs. 0.50 lakhs
ii.
Construction of two toilets in the ZPH School,
Waddepally near the factory premises at a cost of
Rs. 0.21 lakhs.
7 . Negative Covenants:
The CSR Fund shall not be deployed for supporting
activities which are meant for the exclusive benefit of any
particular race, religion, caste or community.
15
14
DIRECTOR’S REPORT
Annexure VI
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2015
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &
Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1
CIN
U72200TG1986PLC006601
2
Registration Date
11/7/1986
3
Name of the Company
4
Category/Sub-category of the Company
5
Address of the Registered office & contact details
Public Limited Company, Limited by Shares
Bindu Elegancy, Plot No. 1, Ganga Enclave,
Petbasheerabad, Quthubdullapur,Hyderabad-500067
6 Whether listed company
Unlisted
7
VENTURE CAPITAL AND CORP. INVST. PVT.
LTD. 12-10-167, BHARAT NAGAR, HYD - 18
Name, Address & contact details of the
Dmat Registrar
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S. No.
III.
Name and Description of
NIC Code of the
% to total turnover
main products / services
Product/service
of the company
1
Spray Plasters
20229
23.16
2
Profiles
25111
15.24
3
Doors & Windows (Steel & UPVC)
22209
26.34
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and address of the Company
No.
CIN/GLN
Holding/
Subsidiary/
Associate
% of
shares
held
Applicable
Section
1 Spantile Manufacturing Co. Pvt. Ltd.
U74899DL1989PTC037325
Subsidiary
100
2(87)
2 NCL Green Habitats Pvt. Ltd.
U45200TG2001PTC038047
Subsidiary
100
2(87)
3 Eastern Ghat Renewable Energy Ltd
U40105OR2011PLC014067
Subsidiary
99.99
2(87)
3 NCL Wintech India Ltd
U45400TG2008PLC057474
Associate
39.46
2(6)
16
15
DIRECTOR’S REPORT
IV. SHARE HOLDING PATTERN
(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the beginning of
the year [As on 31-March-2014]
De
mat
A. Promoters
(1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f) Any other
Sub Total (A) (1)
(2) Foreign
a) NRI Individuals
b) Other Individuals
c) Bodies Corp.
d) Any other
Sub Total (A) (2)
TOTAL (A)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture
Capital Funds
i) Others (specify)
Sub-total (B)(1):2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders
holding nominal share
capital upto Rs. 1 lakh
ii) Individual shareholders
holding nominal share
capital in excess of
Rs 1 lakh
c) Others (specify)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
Sub-total (B)(2):Total Public (B)
C. Shares held by
Custodian for GDRs
& ADRs
Grand Total
(A+B+C)
Physical
No. of Shares held at the beginning of
the year [As on 31-March-2015]
% of total De
mat
shares
Total
Physical
%
Change
during
% of total the year
shares
Total
-
1,796,872 1,796,872
500000
500,000
1720843 1,720,843
4,017,715 4,017,715
31.06
8.64
29.75
69.45
-
1,741,742 1,741,742
438500
438,500
1,848,873 1,848,873
4,029,115 4,029,115
30.11
7.58
31.96
69.65
-0.95
-1.06
2.21
0.20
-
4,017,715 4,017,715
69.45
-
4,029,115 4,029,115
69.65
0.20
-
44525
446,600
-
44,525
446,600
-
0.77
7.72
-
-
44525
446,600
-
44,525
446,600
-
0.77
7.72
-
-
-
491,125
491,125
8.49
-
491,125
491,125
8.49
-
-
57,187
-
57,187
-
0.99
-
-
57187
-
57,187
-
0.99
-
-
-
1,182,454 1,182,454
20.44
-
1171054 1,171,054
20.24
-0.20
-
36,387
36,387
1,276,028 1,276,028
1,767,153 1,767,153
0.63
22.06
30.55
-
36387
36,387
1,264,628 1,264,628
1,755,753 1,755,753
0.63
-
21.86
30.35
-0.20
-0.20
-
-
-
-
-
-
-
-
-
-
5,784,868
5,784,868
100.00
-
5,784,868
5,784,868
100.00
-
17
16
DIRECTOR’S REPORT
(ii) Shareholding of Promoter
Sl.
No.
Shareholder’s
Name
Shareholding at the end of the year
No. of
Shares
Shareholding at the end of the year
% of
total
Shares
of the
company
% of
Shares
Pledged /
encumbered to
total shares
No. of
Shares
% of
total
Shares
of the
company
% of
%
Shares
change
Pledged / in share
encumholding
bered to
during
total shares the year
1
Sri.K.Madhu
176299
3.05
Nil
176299
3.05
Nil
-
2
Sri.K.Ravi
375656
6.49
Nil
375656
6.49
75.9
-
3
Smt.G.Padma
43083
0.74
Nil
48203
0.83
89.4
-0.09
4
Sri.Bimal Goradia
14875
0.26
Nil
16125
0.28
68.2
-0.02
5
Sri.K.S.Narayana Rao
47980
0.83
Nil
47980
0.83
81.5
-
6
Sri.P.S.Raju
22500
0.39
Nil
22500
0.39
66.7
-
7
Sri P.N.Raju
88779
1.53
Nil
88779
1.53
38.4
-
8
Sri.Ashven Datla
500000
8.64
Nil
500000
8.64
35.0
-
9
Ncl Homes Limited
500000
8.64
Nil
438500
7.58
34.7
1.06
27700
0.48
Nil
27700
0.48
65.0
-
10 Dr.S.Soma Raju
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sl.
No.
Shareholder’s
Name
Shareholding at the
beginning of the year
No. of shares
1
At the beginning of the year
At the end of the year
176299
3.05
176299
0
0
0
3.05
0
176299
3.05
176299
3.05
375656
6.49
375656
6.49
Sri.K.Ravi
change during the year
3
No. of shares % of total shares
Sri.K.Madhu
2
% of total shares
Cumulative Shareholding
during the year
0
0
0
0
375656
6.49
375656
6.49
Smt.G.Padma
43083
0.74
43083
0.74
Bought during the year
5120
0.09
5120
0.09
48203
0.83
48203
0.83
18
17
DIRECTOR’S REPORT
Sl.
No.
4
Shareholder’s
Name
0.26
14875
0.26
1250
0.02
1250
0.02
16125
0.28
16125
0.28
47980
0.83
47980
0.83
0
0.00
0
0.00
47980
0.83
47980
0.83
22500
0.39
22500
0.39
0
0.00
0
0.00
22500
0.39
22500
0.39
88779
1.53
88779
1.53
0
0.00
0
0.00
88779
1.53
88779
1.53
500000
8.64
500000
8.64
0
0.00
0
0.00
500000
8.64
500000
8.64
500000
8.64
500000
8.64
61500
1.06
61500
1.06
438500
7.58
438500
7.58
27700
0.48
27700
0.48
0
0-00
0
0-00
27700
0.48
55400
0.96
Sri.K.S.Narayana Rao
Sri.P.S.Raju
Sri P.N.Raju
8
Sri.Ashven Datla
9
M/s.Ncl Homes Limited
Sale during the year
10
No. of shares % of total shares
14875
7
% of total shares
6
No. of shares
during the year
Sri.Bimal V Goradia
5
Shareholding at the
Dr.S.Soma Raju
Change during the year
19
18
DIRECTOR’S REPORT
(iv) Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
Sl.
No.
For each of the Top 10 Shareholder
Shareholding at the
No. of
Shares
1
B SUBRAYABALIGA
Shareholding
during the year
Shareholding at the
end of the year
% of total No. of % of total No. of % of total
shares of the Shares shares of Shares shares of the
Company
theCompany
Company
36387
0.63
0.00
0.00
36387
0.63
2
G.RANGA REDDY
6212
0.11
0.00
0.00
6212
0.11
3
NARENDRA KENIA
5000
0.09
0.00
0.00
5000
0.09
4
PRITI KENIA
5000
0.09
0.00
0.00
5000
0.09
5
RATANBAI KENIA
5000
0.09
0.00
0.00
5000
0.09
6
NUNI VIJAYA LAKSHMI
3600
0.06
0.00
0.00
3600
0.06
7
MEHUL KISHORE SHAH
3450
0.06
0.00
0.00
3450
0.06
8
OMPRAKASH R.FOFALIA,HUF
2200
0.04
0.00
0.00
2200
0.04
9
PRATIK DINESH MEHTA
2900
0.05
0.00
0.00
2900
0.05
10
KISHORE AMRATLAL SHAH
2100
0.04
2100
0.04
0
0.00
11
VENKATA KRISHNA RAO CHITTURI
-
-
2950
0.05
2950
0.05
(v) Shareholding of Directors and Key Managerial Personnel:
Sl.
No.
1
Shareholding at the beginning
of the year
% of total
No. of
shares of the
Shares
Company
Sri.K.Madhu, MD
176299
3.05
176299
3.05
-
-
-
-
176299
3.05
352598
6.10
6.10
2
Smt. Pooja Kalidindi
3
352790
6.10
352790
15000
0.26
15000
0.26
367790
6.36
367790
6.36
133229
2.30
133229
2.30
Smt. Shilpa Datla
Change during the year
4
during the year
% of total
No. of
shares of the
Shares
Company
-
-
-
-
133229
2.30
133229
2.30
Sri.Bimal V Goradia, Exe. Director
14875
0.26
14875
0.26
1250
0.02
1250
0.02
16125
0.28
16125
0.28
20
19
DIRECTOR’S REPORT
Sl.
No.
5
Shareholding at the beginning
of the year
% of total
No. of
shares of the
Shares
Company
Sri.Sudheer Kanumilli
14000
6
14000
0.24
-
-
-
14000
0.24
14000
0.24
4200
0.07
4200
0.07
-
-
-
-
4200
0.07
4200
-
500000
8.64
500000
8.64
-
-
-
-
500000
8.64
500000
8.64
27700
0.48
27700
0.48
0.07
Sri.Ashven Datla
8
0.24
G Tarun Sandeep
7
during the year
% of total
No. of
shares of the
Shares
Company
Dr.S.Soma Raju, Exe. Director
-
-
-
27700
0.48
27700
0.48
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Rs. in Lakhs
Particuilars
Secured Loans Unsecured
excluding deposits
Loans
Deposits
Total
Indebtedness
270.77
3,240.29
Indebtedness at the beginning of the financial year
i) Principal Amount
2,906.47
63.05
ii) Interest due but not paid
-
-
-
-
iii) Interest accrued but not due
-
6.97
5.51
12.48
2,906.47
70.02
276.28
3,252.77
2,774.35
56.60
640.16
3,471.11
* Reduction
(879.09)
(2.35)
(523.75)
(1,405.19)
Net Change
1,895.26
54.25
116.41
2,065.92
4,801.73
117.30
387.18
5,306.21
-
-
-
-
Total (i+ii+iii)
Change in Indebtedness during the financial year
* Addition
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
21
20
19.72
8.12
7.24
35.08
4,821.45
125.42
394.42
5,341.29
DIRECTOR’S REPORT
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
Sl.
Particulars of Remuneration
Name of MD/WTD/Manager
No.
Name
K. Madhu Dr. S. Soma Raju Bimal V. Goradia
K A Reddy
Managing
Executive
Executive
Executive
Designation
Director
Director
Director
Director
1 Gross salary
(a) Salary as per provisions
contained in section 17(1)
of the Income-tax Act, 1961
28.99
21.78
14.49
21.78
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary
under section 17(3) Incometax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
35.75
- others, specify
5 Others, please specify
Total (A)
64.74
21.78
14.49
21.78
Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)
B. Remuneration to other Directors
Sl. Particulars of
No. Remuneration
K. Jayabharath V.Sunda
Reddy
resan
1 Independent
0.46
0.28
Directors
Fee
for
attending board
committee
meetings
Commission
0.46
0.28
Others, please
specify
Total (1)
2 Other NonK.S.Narayana K.Sudheer
Executive
Rao
Directors
Fee
for
0.03
0.20
attending board
committee
meetings
Commission
Others, please
0.03
0.20
specify
Total (2)
0.49
0.48
Total (B)=(1+2)
Rs. in Lakhs
Total
Amount
87.04
-
35.75
122.79
180.38
Rs. in Lakhs
Total
Amount
Name of Directors
M. Kanna
Reddy
0.46
1.20
-
-
-
-
0.46
D.Ashven
1.20
K.Pooja
D.Shilpa
S.S. Raju
G.Tarun
Sandeep
0.46
0.10
0.13
0.28
0.28
-
-
-
-
-
-
-
-
-
-
-
-
0.46
0.10
0.13
0.28
0.28
0.92
0.10
0.13
0.28
0.28
Total Managerial Remuneration (A+B)
Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)
22
21
1.48
1.48
2.68
2.68
18.04
DIRECTOR’S REPORT
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Rs. in lakhs
Sl.
No.
Particulars of Remuneration
Name of Key Managerial Personnel
Name
Designation
1
Total
Amount
CEO
CFO
CS
M.Divya Bharathi
-
-
4.19
4.19
-
-
-
-
tax Act, 1961
-
-
-
-
Stock Option
Sweat Equity
Commission
-
-
-
-
- as % of profit
-
-
-
-
- others, specify
-
-
-
-
Others, please specify
-
-
-
-
Total
-
-
4.19
4.19
Gross salary
(a) Salary as per provisions
contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary
under section 17(3) Income-
2
3
4
5
-
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties, punishment or compounding of offences during the year ended March 31, 2015.
23
22
STANDALONE
INDEPENDENT AUDITOR’S REPORT
To
The Members Of
NCL Alltek & Seccolor Limited
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the
Company’s preparation of the financial statements that give
a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose
of expressing an opinion on whether the Company has in
place an adequate internal financial control system over
financial reporting and the operating effectiveness of such
controls. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the
Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial
statements of NCL ALLTEK & SECCOLOR LIMITED
(“the Company”),which comprise the Balance Sheet as at
March 31, 2015, the Statement of Profit and Loss, and
Cash Flow Statement for the year ended on that date and a
summary of significant accounting policies and other
explanatory information.
Management’s Responsibility for the Standalone
Financial Statements
The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act,
2013 (“the Act”) with respect to the preparation of these
financial statements that give a true and fair view of the
financial position, financial performance and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes 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 frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgements and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of
accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information in the
manner so required and give a true and fair view in
conformity with the accounting principles generally accepted
in India:
(i) in the case of the Balance Sheet, of the state of
affairs of the Company as at March 31, 2015;
(ii) in the case of the Statement of Profit and Loss, of
the Profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the
cash flows for the year ended on that date.
Auditor’s Responsibility
Report on Other Legal and Regulatory Requirements
Our responsibility is to express an opinion on these
standalone financial statements based on our audit. We have
taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act
and the Rules made there under.
1.
As required by the Companies (Auditor’s Report)
Order, 2015(“the Order”), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and
4 of the Order.
We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free from material misstatement.
2.
As required by Section 143(3) of the Act, we report
that:
a.
24
23
we have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit;
STANDALONE
b.
c.
the Balance Sheet, Statement of Profit and Loss
and Cash Flow Statement dealt with by this
Report are in agreement with the books of account;
d.
in our opinion, the Balance Sheet, Statement of
Profit and Loss and Cash Flow Statement comply
with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
e.
f.
information and according to the explanations
given to us:
in our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books;
i)
the Company has disclosed the impact of pending
litigations on its financial position in its financial
statements as at 31st March 2015 – Refer Note 27
to the financial statements;
ii)
the Company has no long term contracts including
derivative contracts, accordingly it has not made
any provision relating to material foreseeable
losses in the financial statements;
iii) there has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company.
on the basis of written representations received
from the directors as on 31stMarch 2015 and taken
on record by the Board of Directors, none of the
directors is disqualified as on 31st March 2015
from being appointed as a director in terms of
Section 164(2) of the Act; and
For K. R. BAPUJI & Co.
Chartered Accountants
Firm’s Regn. No. : 000395S
with respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our
Place : HYDERABAD
Date : 08-07-2015
iii) a)
P. R. SATISH
Partner
M.No. : 219432
According to the information and explanations
given to us, the Company has transactions of
advances as Inter-Corporate Deposits
(Unsecured) given to three parties covered in the
register maintained under Section 189 of the
Companies Act, 2013 (‘the Act’).
b) In our opinion and as per the information and
explanations given to us, the receipt of principal
and interest are regular on the above mentioned
accounts.
c) In our opinion and as per the information and
explanations given to us, there is no overdue
amount of more than rupees one lakh in respect of
the above mentioned loans.
iv) In our opinion and according to the information and
explanations given to us, there is an adequate internal
control system commensurate with the size of the
Company and the nature of its business for the purchase
of inventory and fixed assets and for the sale of goods
and services. We have not observed any major
weakness in the internal control system during the
course of the audit.
v) The Company has accepted fixed deposits from its
shareholders and as per the information and
explanations given to us, the Company has complied
with the directives of the Reserve Bank of India and
Annexure to the Independent Auditors’ Report
Referred to in Paragraph 1 under the heading of
“Report on Other Legal and Regulatory Requirements”
of our report of even date to the members of NCL
Alltek & Seccolor Limited for the year ended March
31, 2015.
i) (a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
(b) As explained to us, the fixed assets have been
physically verified by the management at
reasonable intervals and no material discrepancies
were noticed on such verification.
ii) (a) As explained to us, the management has
conducted physical verification of inventories
during the year at reasonable intervals.
(b) The procedures of physical verification of
inventories followed by the management were
reasonable and adequate in relation to the size of
the Company and nature of its business.
(c) In our opinion and according to the information
and explanations given to us, the Company has
maintained proper records of its inventories and
no material discrepancies were noticed on physical
verification.
25
24
STANDALONE
(c) According to the information and explanations given
to us, the amounts which were required to be transferred
to the investor education and protection fund in
accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made there
under has been transferred to such fund within time.
viii) The Company does not have anyaccumulated losses at
the end of the financial year and also not incurred cash
losses in the financial year and in the immediately
preceding financial year.
ix) In our opinion and according to the information and
explanations given to us, the Company has not defaulted
in repayment of dues to financial institutions, banks
and debenture holders during the period.
x) In our opinion and according to the information and
explanations given to us, the guarantee given by the
Company for loans taken by others from banks are not,
prima facie, prejudicial to the interests of the Company.
xi) In our opinion and according to the information and
explanations given to us, on overall basis, the term loans
have been applied for the purposes for which they were
obtained.
xii) According to the information and explanations given to
us, no material fraud on or by the Company has been
noticed or reported during the course of our audit.
the provisions of sections 73 to 76 and other relevant
provisions of the Act and the rules framed thereunder,
where ever applicable and no order has been passed
against the Company by Company Law Board or
National Company Law Tribunal or Reserve Bank of
India or Court or any other Tribunal.
vi) We have broadly reviewed the cost records maintained
by the Company relating to its products for which
maintenance of cost records has been specified by the
Central Government under Section 148(1) of the
Companies Act, 2013 and are of the opinion that prima
facie, the prescribed accounts and records have been
made and maintained. We have, however not made a
detailed examination of the records with a view to
determining whether they are accurate or complete.
vii) (a)As per the records produced before us and the
information and explanations given to us, the Company
is generally regular in depositing the undisputed
statutory dues including Provident Fund, Employees’
State Insurance, Income-Tax, Sales-Tax, Wealth-Tax,
Service Tax, Duty of Customs, Duty of Excise, Value
Added Tax, cess and other material statutory dues
applicable to the Company with the appropriate
authorities and there were no outstanding statutory dues
as at the last day of the financial year for a period of
more than six months from the date they became payable.
(b) According to the information and explanations given
to us and the records of the Company examined by us,
the disputed statutory dues which have not been
deposited on account of disputed matters pending before
appropriate authorities as at 31st March 2015 are as
following:
Name of the Statute
Nature Amount Period to which
of Dues (In Rs.
the amount
Lakhs)
relates
APGST
-do-do-do-do-doThe APGST Act, 1957 APGST
The CST Act, 1956
The Kerala GST Act, 1963
Place : HYDERABAD
Date : 08-07-2015
Forum where the
dispute is pending
7.37
11.93
7.84
3.49
3.99
7.01
4.59
1999-00
2000-01
1999-00
2001-02
2002-03
2004-05
2003-04
AP High Court
-doSales Tax Appellate
Tribunal Hyderabad
-do-doAppellate Dy. Commissioner
(CT), Sec’bad Div
CST
-do-do-
0.72
2.97
1.17
1999-00
2000-01
1999-00
-do-do-do-doKGST
2.28
26.57
8.44
5.84
11.49
2001-02
2002-03
2003-04
2004-05
2003-04
-do-
17.24
2004-05
AP High Court
-doSales Tax Appellate Tribunal
Hyderabad
-do-do-do-doAppellate Dy. Commissioner
Ernakulam
-do-
The APGST
Act, 1957
Firm’s Regn. No. : 000395S
26
25
P. R. SATISH
Partner
M.No. : 219432
STANDALONE
Notes to Financial Statement for the Year Ended 31st March 2015
Corporate Information
NCL Alltek & Seccolor Limited consists of three divisions
namely Alltek, Seccolor and AAC Blocks.
Alltek has started manufacturing spray plasters in 1988
with technology from M/s.ICP Sweden. Alltek company is
the first company to start manufacturing acrylic based
putties (spray plasters) in India. And today it is the largest
manufacturer of spray plasters in India. Alltek is also
manufacturing emulsion paints including textured paints.
The company now manufactures White cement based putty
and other Cement based products like Tile Adhesive,
Mortars and Plasters
Seccolor has started manufacturing pre-painted steel doors,
windows, partitions, glazing etc., in 1988 with technology
from M/s Industries Secco S.P.A of Italy and marketing the
products under the brand name of Seccolor. Initially Seccolor
was a separate company but due to synergy of operations,
it was merged with Alltek Coating Products Ltd in the year
of 2003. Seccolor Division is also fabricating UPVC doors,
windows etc.
AAC (Auto Claved Aerated Concrete) Blocks' project is
under execution stage and is likely to commence the
commercial operations during the first half of financial year
2015-16
1 ) Significant Accounting Policies:
A ) Basis of Preparation
The financial statements are prepared in accordance
with Generally Accepted Accounting Principles in India
(GAAP) under the historical cost convention on the
accrual basis except as disclosed in the notes and
materially comply with the mandatory Accounting
Standards as prescribed by the Companies (Accounting
Standards) Rules, 2013, the provisions of the
Companies Act, 2013 and The Institute of Chartered
Accountants of India except to the extent disclosed in
the following notes. The accounting policies adopted
in preparation of financial statements are consistent
with those of previous year except for change in
accounting policy initially adopted or a revision to the
existing accounting policy that requires a change as
against the one hitherto in use.
B ) Use of Estimates
The preparation of financial statements requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosures relating to contingent liabilities as at the
Balance Sheet date and the reported amounts of income
and expenses during the year.
Contingencies are recorded when it is probable that a
liability will be incurred and the amounts can reasonably
be estimated. Differences between the actual results
and estimates are recognized in the year in which the
results are known / materialized.
C ) Fixed Assets and Depreciation:
I ) Tangible Assets:
i ) Gross Block:
a) Fixed Assets are stated at cost of acquisition
II)
D)
E)
F)
31
29
inclusive of inland freight, duties, taxes and
incidental expenses related to acquisition with due
adjustments for Cenvat / VAT credits.
b) Capital Work-in-progress includes Machinery to
be installed, Construction & Erection Materials,
and unallocated preoperative expenses etc.
ii) Depreciation:
a) There is a change in the method of depreciation due
to the amendments brought in by the Companies
Act, 2013 which replaces schedule XIV of the
Companies Act, 1956 with schedule II.
Depreciation is provided based on useful life of
the assets as specified in the Schedule II of the
Companies Act, 2013.
b) The company adjusts exchange difference arising
on translation / settlement of long-term foreign
currency monetary items, if any; by restating the
liabilities as at balance sheet date pertaining to
acquisition of a depreciable asset to the cost of the
asset and depreciates the same at the applicable
rate in respect of such asset.
Intangible Assets:
Intangible assets are stated at cost of acquisition less
accumulated amortization. This includes computer
software packages (ERP and others). Amortization is
done on straight line basis at the rates specified in the
Schedule II of the Companies Act, 2013.
Impairment of assets:
The Company assesses at each balance sheet date
whether there is any indication of that an asset may be
impaired. In such cases, the recoverable amount of the
asset is estimated. For an asset that does not generate
largely independent cash inflows, the recoverable
amount is determined for the cash generating unit/
division to which the said asset belongs. If such
recoverable amount of the asset is less than its carrying
amount, the carrying amount is reduced accordingly
and the value so reduced is treated as impairment loss
and is recognized in the statement of profit and loss. If
at any balance sheet date there is an indication that the
previously assessed impairment loss is no longer exists,
the recoverable amount is reassessed and the asset is
stated at the recoverable amount. An impairment loss
is reversed only to the extent that the carrying amount
of asset does not exceed the net book value that would
have been determined; if no impairment loss had been
recognized.
Revenue Recognition:
All expenses and income to the extent considered
payable and receivable respectively unless specifically
stated to be otherwise are accounted for on mercantile
basis.
Sales:
Sales include excise duty, wherever applicable and
rebate, discounts, claims, expenses incurred on
consignment sales etc. are excluded there from. Sales
on consignment and expenses there against are being
accounted for based on account sales from the
respective consignee.
STANDALONE
Notes to Financial Statement for the Year Ended 31st March 2015
G ) Investments:
Long Term Investments are stated at cost less
permanent diminution, if any, in value. Current
Investments are carried at lower of cost or fair value.
H ) Inventories:
Inventories are valued at lower of the cost or net
realizable value. Cost in respect of Raw Materials,
Components, Stores & Spares and Packing Materials
have been calculated on First in First out (FIFO) basis,
which includes expenses incidental to procurement of
the same. Cost in respect of finished goods includes
manufacturing expenses, factory and administrative
overheads and excise duty. Cost in respect of work-inprogress represents, cost incurred up to the stage of
completion.
I ) Foreign Currency Transactions:
Foreign Currency transactions are initially recorded at
the exchange rate prevailing on the date of transaction.
Foreign currency assets and liabilities are retranslated
at exchange rates prevailing at the reporting date.
J) Retirement Benefits:
i) Provident & Family Pension Fund:
In accordance with the provisions of the Employee
Provident Funds and Miscellaneous Provisions Act,
1952, eligible employees of the company are entitled
to receive benefits with respect to provident fund, a
defined contribution plan, in which both the company
and employee contribute monthly to Provident Fund
Scheme, by the Central Government at a determined
rate and the Company's contribution is charged off to
the Statement of Profit and Loss
ii) Leave Encashment Benefits:
Leave encashment benefits payable to employees to
the extent of 50% of accrued leave in excess of 60 days
leave accrued to their account while in service,
retirement and death while in service or on termination
of employment with respect to accumulated leaves
outstanding at the year end are accounted for on basis
of actuarial valuation at the balance sheet date. The
present value of such obligation is determined by the
projected unit credit method as at the balance sheet
date through which the obligations are settled. The
resultant actuarial gain or loss on change in present
value of defined benefit obligation or change in return
of the plan assets is recognized as an income or expense
in the Statement of Profit and Loss.
K ) Borrowing Costs:
Borrowing costs that are attributable to the acquisition,
construction or production of a qualifying asset are
capitalized as part of cost of such asset till such time as
the asset is ready for its intended use or sale. A
qualifying asset is an asset that necessarily requires a
substantial period of time to get ready for its intended
use or sale. All other borrowing costs are recognized as
an expense in the period in which they are incurred.
In accordance with Accounting Standard 16, Borrowing
cost includes interest, amortization of ancillary cost
incurred with the arrangement of borrowing and
L)
M)
N)
O)
P)
Q)
R)
S)
32
30
exchange differences arising from foreign currency
borrowing to the extent they are regarded as an
adjustment to the interest cost.
Contingent Liabilities:
Contingent liabilities are generally not provided for
and are disclosed by way of notes to the accounts.
Segment Reporting:
The accounting policies adopted for segment reporting
are in line with the accounting policies adopted in
financial statements.
Export Benefits:
Export benefits arising on account of entitlement for
duty free imports are accounted for through import of
materials. Such benefits under Duty Entitlement Pass
Books (DEPB) are accounted for on accrual basis.
Government Grants & Other Claims
Revenue grants including subsidy / rebates, refunds,
claims etc. are credited to Statement of Profit and Loss
under 'Other Income' or deducted from the related
expenses. Grants relating to fixed assets are credited to
Capital Reserve Account or adjusted in the cost of
such assets as the case may be, as and when the ultimate
realizbility of such grants etc. are established/ realized.
Income Tax
Provision for Tax is made for both current and deferred
taxes. Current tax is provided on the taxable income
using the applicable tax rates and tax laws. Deferred
tax assets and liabilities arising on account of timing
differences, which are capable of reversal in subsequent
periods are recognized using tax rates and tax laws,
which have been enacted or substantively enacted.
Derivative Instruments:
Derivative transactions of Interest and Foreign
Currency Swap and Option contracts are accounted
for on their settlement and accordingly the gains / losses
arising there from are recognized in the Statement of
Profit and Loss as and when the settlement takes
place in accordance with the terms of respective
contracts.
Research and development:
Research and development cost (other than cost of
fixed assets acquired) are charged as an expense in the
year in which they are incurred.
Earnings per share:
Basic earnings per share is calculated by dividing the
net profit for the period attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the period. The weighted
average number of equity shares outstanding during
the period and for all periods presented is adjusted for
events, such as bonus shares, other than the conversion
of potential equity shares, that have changed the number
of equity shares outstanding, without a corresponding
change in resource. For the purpose of calculating
diluted earnings per share, the net profit for the period
attributable to equity shareholders and the weighted
average number of shares outstanding during the period
is adjusted for the effects of all dilutive potential equity
shares.
AUDIT REPORT
Auditor’s Responsibility
Independent Auditor’s Report On Consolidated
To
The Members Of
NCL Alltek & Seccolor Limited
Our responsibility is to express an opinion on these
consolidated financial statements based on our audit. We
have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are
required to be included in the audit report under the
provisions of the Act and the Rules made there under.
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial
statements of NCL ALLTEK & SECCOLOR LIMITED
(herein after referred to as “the Holding Company”) its
subsidiaries and its associate (the Holding Company and
its subsidiaries and associate together referred to as “the
Group”), comprising of the Consolidated Balance Sheet as
at March 31, 2015, the Consolidated Statement of Profit
and Loss, and the Consolidated Cash Flow Statement for
the year ended on that date and a summary of significant
accounting policies and other explanatory information
(herein after referred to as Consolidated Financial
Statements).
We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal
financial control relevant to the Holding Company’s
preparation of the consolidated financial statements that give
a true and fair view in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose
of expressing an opinion on whether the Holding Company
has in place an adequate internal financial control system
over financial reporting and the operating effectiveness of
such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by the
Holding Company’s Board of Directors, as well as
evaluating the overall presentation of the consolidated
financial statements.
Management’s Responsibility for the Consolidated
The Holding Company’s Board of Directors is responsible
for the preparation of these consolidated financial statements
in terms of the requirements of the Companies Act 2013
(hereinafter referred to as “the Act”) that give a true and fair
view of the consolidated financial position, consolidated
financial performance and consolidated cash flows of the
Group in accordance with the accounting principles generally
accepted in India, including Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. The respective Board
of Directors of companies included in the Group are
responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding
the assets of the Group and for preventing and detecting
frauds and other irregularities; selection and application of
appropriate accounting policies; making judgements and
estimates that are reasonable and prudent; and design,
implementation and maintenance of internal financial
controls, that were operating effectively for ensuring the
accuracy and completeness of accounting records, relevant
to the preparation and presentation of the consolidated
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.
We believe that the audit evidence obtained by us and the
audit evidence obtained by the other auditors in terms of
their reports referred to in Other Matters paragraph below,
is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
consolidated financial statements give the information
required by the Act in the manner so required and give a
true and fair view in conformity with the accounting
principles generally accepted in India, of the consolidated
27
47
AUDIT REPORT
state of affairs of the Group and its associate as at 31st
March 2015, and their consolidated profit and their
consolidated cash flows for the year ended on that date.
books and the reports of the other auditors;
c. the Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss and Consolidated Cash
Flow Statement dealt with by this Report are in
agreement with the relevant books of account
maintained for the purpose of preparation of the
consolidated financial statements;
Other Matters
We did not audit the financial statements of the subsidiaries
companies and associate company whose financial
statements reflects total assets of Rs. 5265.68 lakhs as at
31st March 2015, total revenues of Rs.7145.52 lakhs and
net cash flow amounting to Rs. 31.46 lakhs for the year
ended on that date, as considered in the consolidated
financial statements. These financial statements have been
audited by other auditors whose reports have been furnished
to us by the Management and our opinion on the
consolidated financial statements, in so far as it relates to
the amounts and disclosure included in respect of these
subsidiaries and associate company and our report in terms
of sub-section (3) and (11) of Section 143 of the Act, in so
far as it relates to the aforesaid subsidiaries is based solely
on the reports of the other auditors.
d. in our opinion, the aforesaid Consolidated Financial
Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014;
e. on the basis of written representations received from
the directors of the holding company and its
subsidiaries and associate companies as on
31stMarch 2015 and taken on record by the Board
of Directors of the respective entities, none of the
directors of the Group companies is disqualified as
on 31st March 2015 from being appointed as a
director in terms of Section 164(2) of the Act; and
Our opinion on the consolidated financial statements, and
our report on Other Legal and Regulatory requirements
below, is not modified in respect of the above matters with
respect to our reliance on the work done and the report of
other auditors and financial statements certified by the
Management.
f. with respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:
i) the Group has disclosed the impact of pending
litigations on the consolidated financial position of
the group – refer note no. 27 of the consolidated
financial statements;
Report on Other Legal and Regulatory Requirements
1.
2.
As required by the Companies (Auditor’s Report)
Order, 2015(“the Order” or “CARO 2015”), issued
by the Central Government of India in terms of subsection (11) of Section 143 of the Act, based on the
comments in the auditor’s reports of the Holding
company, subsidiary and associate companies, we give
in the Annexure a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
ii) the Group did not have any material foreseeable
losses on long-term contracts including derivative
contracts;
iii) a) there has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Holding Company.
As required by Section 143(3) of the Act, we report,
to the extent applicable, that:
b) there are no amounts that are required to be
transferred to the Investor Education and Protection
Fund by the subsidiary and associate company.
a. we have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the aforesaid Consolidated
Financial Statements;
Firm Registration No. : 000395S
b. in our opinion, proper books of account as required
by law relating to preparation of the aforesaid
Consolidated Financial Statements have been kept
so far as it appears from our examination of those
Place : HYDERABAD
Date : 08-07-2015
28
48
P. R. SATISH
Partner
Membership No. : 219432
AUDIT REPORT
Annexure to the Independent Auditors’ Report
On the Consolidated Financial Statements
(c) In our opinion and the opinion of the other auditors
and according to the information and explanations
given to us and other auditors, the respective
entities have maintained proper records of their
inventories and no material discrepancies were
noticed on physical verification.
Referred to in Paragraph 1 under the heading of “Report
on Other Legal and Regulatory Requirements” of our
report of even date to the members of NCL Alltek &
Seccolor Limited for the year ended March 31, 2015.
iii) a)
Our reporting on the CARO 2015 includes 2 subsidiary
companies and 1 associate company incorporated in India,
to which the Order is applicable, for 1 subsidiary company
which have been included in the consolidated financial
statements, the Order is not applicable, these subsidiary
companies and associate company were audited by other
auditors and our report in respect of these entities is based
solely on the reports of the other auditors, to the extent
considered applicable for reporting under the Order in the
consolidated financial statements.
i)
b) In our opinion and as per the information and
explanations given to us, the receipt of principal
and interest are regular on the above mentioned
accounts.
In respect of the fixed assets of the Holding Company,
Subsidiary companies and associate company
incorporated in India:
c)
(a) The respective entities have maintained proper
records showing full particulars, including
quantitative details and situation of fixed assets.
In our opinion and as per the information and
explanations given to us, there is no overdue
amount of more than rupees one lakh in respect of
the above mentioned loans.
iv) In our opinion and the opinion of the other auditors
given to us and other auditors, there is an adequate
internal control system in the Group, commensurate
with the size of the respective entities and the nature of
their business for the purchase of inventory and fixed
assets and for the sale of goods and services. During
the course of our and the other auditors audit, no major
weakness were observed in the internal control system.
(b) The fixed assets were physically verified by the
management of respective entities at reasonable
intervals and according to the information and
explanation given to us and the other auditors, no
material discrepancies were noticed on such
verification.
ii)
According to the information and explanations
given to us, the Holding Company has transactions
of advances as Inter-Corporate Deposits
(Unsecured) given to three parties covered in the
register maintained under Section 189 of the
Companies Act, 2013 (‘the Act’).
In respect of the inventories of the Holding Company,
Subsidiary companies and associate company
incorporated in India:
v)
(a) As explained to us and the other auditors, the
management has conducted physical verification
of inventories of respective entities during the year
at reasonable intervals.
(b) In our opinion and the opinion of the other auditors
given to us and other auditors, the procedures of
physical verification of inventories followed by
the management of the respective entities were
reasonable and adequate in relation to the size of
the respective entities and the nature of their
business.
The Holding Company has accepted fixed deposits
from its shareholders and as per the information and
explanations given to us, the Holding Company has
complied with the directives of the Reserve Bank of
India and the provisions of sections 73 to 76 and other
relevant provisions of the Act and the rules framed
thereunder, where ever applicable and no order has
been passed against the Company by Company Law
Board or National Company Law Tribunal or Reserve
Bank of India or Court or any Other Tribunal.
vi) In our opinion and the opinion of the other auditors of
entities and according to the information and
explanations given to us and other auditors, the Holding
Company, Subsidiary Company and Associate
29
49
AUDIT REPORT
(c) According to the information and explanations
given to us and the other auditors, the amounts
which were required to be transferred to the investor
education and protection fund by the respective
entities in accordance with the relevant provisions
of the Companies Act, 1956 (1 of 1956) and rules
made there under has been transferred to such
fund within time.
Company have, prima facie, made and maintained the
prescribed cost records as specified by the Central
Government under Section 148(1) of the Companies
Act, 2013. Neither we nor the other auditors have,
however not made a detailed examination of the records
with a view to determining whether they are accurate
or complete.
vii) (a) As per the records produced before us and the
other auditors and information and explanations
given to us and other auditors, the Group is
generally regular in depositing the undisputed
statutory dues including provident fund,
employees’ state insurance, income-tax, sales-tax,
wealth-tax, service tax, duty of customs, duty of
excise, value added tax, cess and other material
statutory dues applicable to the Company with the
appropriate authorities and there were no
outstanding statutory dues as at the last day of the
financial year for a period of more than six months
from the date they became payable.
viii) The Group does not have any accumulated losses at
the end of the financial year and also not incurred cash
losses in the financial year and in the immediately
preceding financial year except for one subsidiary
company, which has incurred cash loss of Rs.7500/in the immediately preceding financial year.
ix) In our opinion and the opinion of the other auditors
given to us and other auditors, the Group has not
defaulted in repayment of dues to financial institutions,
banks and debenture holders during the period.
x)
(b) According to the information and explanations
given to us and other auditors and the records of
the Group as examined by us and the other
auditors, the disputed statutory dues which have
not been deposited on account of disputed matters
pending before appropriate authorities as at 31st
March 2015 are as following:
Name of the Statute
The APGST
Act, 1957
The APGST
Act, 1957
The CST Act, 1956
The Kerala GST Act, 1963
Nature Amount Period to which
of Dues (In Rs.
the amount
Lakhs)
relates
APGST
-do-do-
7.37
11.93
7.84
1999-00
2000-01
1999-00
-do-do-doAPGST
3.49
3.99
7.01
4.59
2001-02
2002-03
2004-05
2003-04
CST
-do-do-
0.72
2.97
1.17
1999-00
2000-01
1999-00
-do-do-do-doKGST
2.28
26.57
2001-02
2002-03
2003-04
2004-05
2003-04
-do-
17.24
8.44
5.84
11.49
2004-05
In our opinion and the opinion of the other auditors
given to us and other auditors, the guarantee given by
the Holding Company, Subsidiary Company and
Associate Company for loans taken by others from
banks or financial institutions are not, prima facie,
prejudicial to the interests of the respective companies.
xi) In our opinion and the opinion of the other auditors
given to us and other auditors, on overall basis, the
term loans have been applied for the purposes for which
they were obtained by the respective companies.
Forum where the
dispute is pending
AP High Court
-doSales Tax Appellate
Tribunal, Hyderabad
-do-do-doAppellate Dy. Commissioner
(CT), Sec’bad Div
AP High Court
-doSales Tax Appellate Tribunal
Hyderabad
-do-do-do-doAppellate Dy. Commissioner
Ernakulam
do-
xii) According to the information and explanations given
to us and other auditors, no material fraud on or by the
Group companies has been noticed or reported during
the course of our audit.
Firm Registration No. : 000395S
Place : HYDERABAD
Date : 08-07-2015
30
50
P. R. SATISH
Partner
Membership No. : 219432
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2015
AS AT
31.03.2015
I
1
EQUITY AND LIABILITIES
SHAREHOLDERS’ FUNDS
a) Share capital
b) Reserves and surplus
2
3
AS AT
31.03.2014
578.49
8602.91
9181.40
578.49
7285.62
7864.11
1892.96
1502.26
2
MINORITY INTEREST
3
NON-CURRENT LIABILITIES
a) Long-term borrowings
b) Deferred tax liabilities (net)
c) Long-term provisions
4
5
6
3667.53
213.67
297.34
4178.54
777.84
235.81
228.29
1241.94
CURRENT LIABILITIES
a) Short-term borrowings
b)Trade payables
c) Other current liabilities
d) Short-term provisions
7
8
9
10
2331.10
1324.07
2112.53
799.35
6567.05
21819.95
2617.85
1561.81
1938.67
473.13
6591.46
17199.77
4833.38
3.75
137.78
2534.07
7508.98
858.59
1505.80
9873.37
4570.29
7.57
137.78
35.51
4751.15
858.60
1455.21
7064.96
3380.72
5364.58
354.02
2500.79
346.47
11946.58
21819.95
3169.53
4644.13
298.45
1702.15
320.55
10134.81
17199.77
4
TOTAL
II
ASSETS
1
NON-CURRENT ASSETS
a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Goodwill on consolidation
(iv) Capital work-in-progress
2
11
b) Non current investments
c) Long-term loans and advances
12
13
CURRENT ASSETS
a) Inventories
b) Trade receivables
c) Cash and Bank Balances
d) Short-term loans and advances
e) Other Current assets
14
15
16
17
18
TOTAL
Significant Accounting policies
1
K. R. BAPUJI & CO.,
P.R. SATISH
K. JAYABHARATH REDDY
N.G.V.S.G. PRASAD
51
K. MADHU
M. DIVYA BHARATHI
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2015
Year Ended
31.03.2015
1
2
3
4
5
6
7
8
9
Revenue from Operations (Gross)
Less: Excise Duty
Revenue from Operations (Net)
Other Income
Total Revenue (1+2)
Expenses
a) Cost of materials consumed
b) Purchases of Traded Goods
c) Changes in inventories of
finished goods, work-in-progress
d) Employee benefits expenses
e) Finance costs
f) Depreciation and amortisation expenses
g) Other expenses
Total Expenses
24682.35
2546.42
22135.93
943.08
23079.02
21956.49
2335.14
19621.35
310.16
19931.51
21
22
10664.97
3318.10
9568.58
3109.78
23
24
25
11
26
(8.20)
2068.87
607.73
339.50
2864.86
19855.83
(95.86)
1848.69
555.44
285.50
2539.72
17811.85
3223.18
2119.66
3223.18
25.18
2144.84
(972.13)
22.14
(20.36)
(970.35)
(482.37)
(80.98)
35.94
(527.41)
2252.83
1617.43
509.80
437.84
1743.03
1179.59
30.13
30.13
19.96
20.39
19
20
Profit before exceptional / extraordinary items (3-4 )
Exceptional/Extraordinary items
Profit on sale of assets
Profit before tax (5 +6 )
Tax Expenses :
a) Current tax
b) Deferred tax Asset /(Liability)
c) Prior Year Tax
Total Tax Expense
Profit for the year before Minority Interest (7-8)
Less : Minority Interest
Profit for the year
10
Earnings per share (of Rs 10/- each)(Basic & Diluted)
a) Excluding Exceptional Items
b) Including Exceptional Items
Significant Accounting policies
1
K. R. BAPUJI & CO.,
P.R. SATISH
N.G.V.S.G. PRASAD
52
K. MADHU
M. DIVYA BHARATHI
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR 2014-15
Rs. in lakhs
2014-15
A. Cash Flow from operating activities
Net Profit Before Tax
(Profit)/Loss on Sale of Fixed Assets
Other Income
Adjustments for :
Depreciation / Amortization Exp
(Profit)/Loss on Sale of Fixed Assets
Operating Profit before working Capital changes
Adjustments for :
(Increase)/ decrease in Long term Loans & Advances
(Increase)/ decrease in Short Term Loans & Advances
(Increase)/ decrease in Other Current Assets
(Increase)/decrease in Trade & Other Receivables
(Increase)/decrease in Investments
(Increase)/decrease in Inventories
Increase/(decrease) in Long Term Provisions
Increase/(decrease) in Current Liabilities & Trade payables
Cash Generated from Operations
Direct Taxes Paid
Cash Flow From Operating Activities
B. Cash Flow from Investing Activities
Purchase of Fixed Assets
Sale of Fixed Assets
Interest Income
Subsidies Received
Profit on sale of Land & Buildings
Other income
Net Cash Flow From Investing Activities
C. Cash Flow from Financing Activities
Long Term Borrowings-Receipts/(Repayments)[Net]
Short Term Borrowings-Receipts/(Repayments)[Net]
Dividend Paid
Tax on Dividend
Net Cash Flow From Financing Activities
Net Increase/(Decrease) in Cash & Cash Equivalents(A+B+C)
Cash & Cash Equivalent as at Beginning of Year
3223.18
18.50
(943.09)
339.50
(18.50)
(50.59)
(798.64)
(25.91)
(720.44)
(211.19)
69.05
(63.88)
2298.58
321.00
2619.58
(1801.60)
817.98
(872.72)
(54.74)
(3156.19)
58.86
396.54
115.30
390.81
40.45
2144.84
(25.18)
(310.17)
285.50
25.18
(122.41)
(1165.69)
(58.11)
(517.41)
(147.49)
(662.00)
(79.70)
765.08
2889.69
(286.75)
(289.24)
(49.16)
Component of Cash & Cash Equivalent
Cash on Hand
Balances with Banks
in Current Account
Margin Money & Deposits with banks
in Unpaid Dividend
310.68
2120.17
(1987.73)
132.44
(398.94)
(266.50)
(349.42)
86.49
274.70
35.47
(2154.24)
Cash & Cash Equivalent as at End of Year
1809.49
47.24
(212.65)
711.15
(260.32)
(44.24)
2264.54
55.57
298.45
193.94
(25.32)
323.77
354.02
298.45
4.45
5.27
116.74
192.42
40.41
81.38
176.97
34.83
354.02
298.45
K. R. BAPUJI & CO.,
P.R. SATISH
N.G.V.S.G. PRASAD
53
K. MADHU
M. DIVYA BHARATHI
Notes to Consolidated Financial Statements for the Year Ended 31st March 2015
1.
SignificantAccounting Policies on ConsolidatedAccounts:
A) Basis of Preparation
The consolidated financial statements have been prepared to comply with Generally Accepted Accounting
Principles in India (GAAP), including the Accounting Standards notified under the relevant provisions of the
CompaniesAct, 2013.
B) Principles of Consolidation
i.
The Financial Statements of the Company and its subsidiary companies are combined on a line- by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intragroup balances and intra-group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated
Financial Statements”
ii.
The difference between the cost of investment in the subsidiaries, over the net assets at the time acquisition of shares
in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve, as the case may be.
iii. Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the
income of the group in order to arrive at the net income attributable to shareholders of the company.
iv. Investment in Associate Companies has been accounted under the equity method as per Accounting Standard (AS)
23 - “Accounting for Investments inAssociates in Consolidated Financial Statements”
v.
Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated
balance sheet separate from liabilities and the equity of the company’s shareholders.
vi. As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances and are presented in the same manner as the company’s
standalone financial statements.
C) Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 “Accounting for Investments”
D) Other significant policies:
These are set out under “Significant Accounting Policies” as given in the Company’s standalone financial
statements.
54
st
Notes to Consolidated Financial Statements for the year ended 31 March 2015
AS AT 31.03.15
No. of
Amount
Shares
AS AT 31.03.2014
No. of
Amount
Shares
SHARE CAPITAL
Rs.In Lakhs
Rs.In Lakhs
Authorized Shares
Equity Shares of Rs.10/- each
150.00
1500.00
150.00
1500.00
Issued Shares
69.60
696.04
69.60
696.04
Subscribed and Paid up Shares
57.85
578.49
57.85
578.49
57.85
578.49
57.85
578.49
57.85
578.49
57.85
578.49
57.85
578.49
57.85
578.49
4.00
40.00
4.00
40.00
12.88
128.76
12.88
128.76
Note
No.
2
2.1
2.2
2.3
Total
2.4
2.5
Reconciliation of Shares outstanding at the beginning and at the
end of the reporting period
Opening number of Shares Outstanding
Closing number of Shares Outstanding
Aggregate Number of bonus shares issued, shares issued for
consideration other than cash .
Equity shares allotted as fully paid bonus shares by
capitalization of reserves
Equity shares issued as fully paid pursuant to amalgamation of NCL Seccolor Ltd
2.6
Terms/rights attached to equity shares
The company has only one class of equity shares having a par value of Rs 10/- per share . Each holder of equity share is entitled
to one vote per share. The dividend proposed by the Board of Directors is Rs.5.00 per share subject to the approval of the share holders in the
ensuing Annual General Meeting. (Previous year Rs.5.00 per share declared and distributed.)
In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.
2.7
Details of shareholders holding more than 5% shares in the company
No. of
Shares
(in lakhs)
% holding
No. of
Shares
(in lakhs)
% holding
Sri .K.Ravi
3.76
6.49
3.76
6.49
Sri. Ashven Datla
5.00
8.64
5.00
8.64
Sri. K.Gautham
3.64
6.29
3.64
6.29
Smt.K.Pooja
3.68
6.36
3.53
6.10
M/S.NCL Homes Limited
4.39
7.58
5.00
8.64
Industrial Development Bank of India
2.97
5.13
2.97
5.13
Name of the share holder
55
Notes to Consolidated Financial Statements for the year ended 31st March 2015
As at
31.03.2015
Note
No.
3
RESERVES AND SURPLUS
3.1 Capital Reserve
Opening Balance
3.2 General Reserve
Opening Balance
Add: Transferred from Surplus
Closing Balance
3.3 Surplus
Opening Balance
Add/(Less) : Profit/(Loss) for the year
Less: Transfer to General Reserve
Proposed Dividend
Tax on Proposed Dividend
Closing Balance
1502.14
5825.00
1050.00
1502.14
5200.00
625.00
6875.00
(41.52)
1743.03
(1050.00)
(353.74)
(72.01)
Total
4
As at
LONG TERM BORROWINGS
4.1 Secured Loans
a) Term Loan from Religare Finvest Ltd.
b) Term Loan from IFCI Ltd
c) Term Loan from S.B.H
d) Term Loan from APSFC
e) Hire Purchase
4.2 Unsecured Loans
Deposits from Dealers / Stockist
Fixed Deposits from Shareholders *
Fixed Deposits -Others
*Including interest Rs.7.24 Lakhs (previous year Rs. 5.51 lakhs)
Less : Amount shown under other current liabilities (Note No 9)
Total
Non Current
5825.00
(257.70)
1179.59
(625.00)
(289.24)
(49.16)
225.77
(41.52)
8602.91
7285.62
Current Non Current Current
506.23
2396.00
241.53
316.20
26.02
160.37
104.00
11.50
86.44
30.37
641.25
5.54
20.75
130.81
82.76
23.85
174.55
7.00
-
387.42
-
110.30
-
25.00
251.29
3667.53
3667.53
780.10
780.10
-
777.84
777.84
513.71
513.71
-
SECURED LOANS Terms of Repayment and rate of Interest
a)
Rupee Term Loan of Rs.666.60 Lakhs from Religare Finvest ltd. Rs. 160.37 lakhs repayable in 2015-16 and the
balance Rs.506.23 lacs repayable in subsequent years and it carries an interest @ 14.5 % p.a. Guarantee given
by M/S.NCL Homes Ltd, and it's Directors.
b)
Rupee Term Loan of Rs 2500 lakhs from IFCI Ltd is repayable in 48 equal monthly instalments of Rs. 52.08 lacs
commencing from February 2016 and carries an interest rate of 15% per annum.The loan is secured by way of
mortgage of immovable property, pledge of 13.70 lakhs shares of Promoters and personal guarantees of the
Promoters.
56
st
c)
Rupee Term Loan of Rs 2300 lakhs from S.B.H (Rs 241.53 lakhs availed up to 31.3.2015) is repayable in 96
monthly instalments commencing fromApril 2016 and carries an interest rate of 14.70% per annum. The loan is
secured by way of exclusive charge on fixed assets of the AAC Project, mortgage of immovable properties,
mortgage of residential house of the Managing Director, Corporate Guarantee of NCL Green Habitats Pvt. Ltd.
and personal guarantees of the Promoters.
NCL Wintech India Ltd : Secured Loans
d)
Term Loans sanctioned by APSFC are repayable in 24 quarterly instalments and carries an interest rate of
16.25% to 17.50% per annum subject to concessions and rebates. The effective rate of interest is 13.75% to 14%
per annum. The loans are primarily secured by pari-passu first charge on the company’s immovable properties
and collaterals in the form of immovable properties of the Managing Director and his relative and the personal
guarantees of Indian promoters.
e)
Term Loan from SBH carries an interest rate of 15.90% per annum and secured by pari-passu first charge on the
company’s immovable properties and the personal guarantees of two Promoter Directors.
f)
Hire Purchase Loan of Rs.45.95 Lakhs from HDFC, ICICI ,Kotak Mahindra,Toyota & Sundram Finance
Rs.27.91 lakhs repayable in 2015-16 and the balance Rs.18.04 lakhs repayable in subsequent years and it
carries an interest @ 9.75 % p.a. Secured by Hypothecation of Vehicles.
DEPOSITS (unsecured)
Deposits from Dealers/Stockists represent amounts collected from Dealers/Stockists/Agents as collateral at
the time of granting the Dealership to sell the products of the company which is repayable on cancellation of the
said dealership. These Deposits attract an interest at the rate of 12% to 15% p.a. Fixed Deposits of Rs. 394.42
Lakhs carries an interest @ 12.5 % p.a. Rs. 387.42 lakhs repayble in 2015-16 and remaining Rs. 7 lacs in
2016-17
5
Rs. in lakhs
DEFERRED TAX LIABILITIES (NET)
As at 31-03-2015
5.1
5.2
5.3
6
As at 31-03-2014
Deffered Tax Liabilities
Impact of Difference between tax depreciation and
depreciation charged in the financial statement
Gross Deferrred Tax Liability
339.04
339.04
353.51
353.51
Deferred Tax Asset
Impact of Expenditure charged to statement of Profit & Loss but allowed
only on actual payment for tax purpose
125.37
117.70
Gross Deferrred Tax Asset
125.37
117.70
Total
213.67
235.81
Total
297.34
297.34
228.29
228.29
Deferred Tax Liabilities (net)
LONG TERM PROVISIONS
For Employee Benefits
Gratuity & Unavailed Leave
57
st
Rs. in lakhs
Note
No.
As at 31-03-2015 As at 31-03-2014
7
7.1
7.2
SHORT TERM BORROWINGS - From Banks
Secured
Working Capital Loans
Corpo Mortgage Cash Credit Loan ( CMTCC )
Total
2304.75
26.35
2331.10
2070.14
547.71
2617.85
7.1
Working Capital facilities from SBH are repayable on demand and carry an interest rate of 14.20% per annum.
The facilities are secured by first charge on current assets of the company and second charge on fixed assets and
personal guarantees of the promoters.
7.2
CMTCC Loan facility from Corporation Bank is repayable on demand and carries an interest rate of 14.35% per
annum. The loan is secured by immovable property and guaranteed by promoters in their personal capacity.
NCL Wintech India Ltd:
Working Capital facilities from SBH are repayable on demand and carry an interest rate of 12.7% per annum. The
facilities are secured by first charge on current assets of the company and second charge on fixed assets and
personal guarantees of two Promoter Directors.
8
TRADE PAYABLES
(Refer Note No.35 for amount due to related parties and
Note No.29 for disclosure about MSME dues)
1324.07
1561.81
9
OTHER CURRENT LIABILITIES
Total
1324.07
1561.81
9.1
Current maturities of long-term borrowings ( Refer Note No 4)
780.09
513.72
9.2
Interest accrued but not due on borrowings
23.84
8.36
9.3
Unpaid dividends *
40.41
34.83
9.4
Others
40.35
3.02
-Creditors for capital goods
- Statutory Dues
174.20
317.03
- Advance from Customers
621.23
700.99
- Outstanding Expenses
The same is not due for payment to
Investors Educational Protection Fund
432.41
360.72
2112.53
1938.67
Total
10
SHORT TERM PROVISIONS
Taxation (net)
254.50
134.73
Proposed Dividend
452.69
289.24
92.16
799.35
49.16
473.13
Tax on proposed dividend
Total
58
st
31 March 2015
Notes to Consolidated Financial Statements for the year ended
Note No : 11
As at
As at
31.03.2015 31.03.2015
(I) Tangible Assets
1508.61
-
1508.61
1005.18
292.52
712.66
449.30
31.88
417.42
3586.88
59
7,051.09
657.51
8.87
0.13
100.69
61.22
39.47
4.30
3.15
1.15
157.64
83.97
73.67
648.87
354.13
294.74
47.33
30.55
16.78
77.74
60.66
17.08
122.05 7586.55
2480.80
335.55
63.18
1.31
3.94
-
2753.17 4833.38
4570.29
(II) IntangibleAssets
Computer Software
-
9.00
5.25
3.75
7.57
TOTAL
1835.08 1751.80
st
Rs. in lakhs
As at
31-03-2015
Note
No.
12
NON CURRENT INVESTMENTS:
12.1
QUOTED:
a) Vijaya Bank
0.04
0.04
707.57
707.57
3.50
3.50
147.49
147.49
858.60
858.60
a) Advance for Investments
810.37
790.00
b) Advances for Capital goods
682.79
650.83
12.63
14.38
1505.80
1455.21
1689.12
1655.87
Finished Goods
689.78
681.58
Stores & Spares
370.80
340.65
Land
340.36
313.29
290.66
3380.72
178.14
3169.53
400 Equity shares of face value of Rs.10/- each
Market value Rs.0.19 lakhs ( Previous year Rs.0.16 lakhs )
b) NCL Industries Limited
15,50,371 Equity shares of face value of Rs.10/- each
Market value Rs.696.12 lakhs (Previous year Rs.329.45 lakhs)
12.2
UNQUOTED:
a) Bhimavaram Hospitals Limited
35,000 Equity shares of Rs.10/- each
b) Wintech Windows Pvt.Ltd
8,80,520 equity shares of Rs.16.75/- each
Total
13
LONG TERM LOANS AND ADVANCES (Unsecured)
13.1
Advances - considered good
(Refer Note No.35 for related parties transactions)
13.2
Security Deposits
considered good
Total
14
INVENTORIES ( valued at lower of Cost and Realisable Value)
Raw Materials & Packing Materials
Work in Progress
Total
60
st
Rs. in lakhs
As at
31-03-2015
Note
No.
15
TRADE RECEIVABLES - (Unsecured)
Exceeding Six Months
- Considered good
1492.50
- Doubtful
As at
31-03-2014
1026.64
-
24.93
1492.50
1051.57
-
24.93
1492.50
1026.64
3872.08
3617.49
5364.58
4644.13
4.45
5.27
116.74
81.38
40.41
34.83
Others
161.60
121.48
Margin Money
187.63
148.45
4.79
28.52
354.02
298.45
1374.53
1407.03
Less : Provision for doubtful Receivables
- Other Receivables considered good
(Refer Note No.35 for amount due from related parties)
Total
16
CASH AND BANK BALANCES
16.1
Cash and Cash Equivalents
Cash on Hand
16.2
Balances with Banks
in current accounts
in Dividend accounts
16.3
(against bank guarantees)
Deposit with banks more than 12 months maturity
Total
17
SHORT TERM LOANS AND ADVANCES - (Unsecured)
Inter Corporate Deposits *
Deposits *
12.71
1.85
Deposit with Others
94.98
111.63
993.53
170.65
25.03
10.99
2500.78
1702.15
Advance to Suppliers & Services
Advance to Staff
(* Refer Note No.35 for amount due from related parties )
Total
18
OTHER CURRENT ASSETS
Deposits with Government Authorities
173.58
280.34
EMD & Security Deposits
1.17
3.23
Pre operative Expenses
4.58
-
MAT Credit Receivble (2013-14)
Interest Receivable
Prepaid Expenses
Total
61
141.08
-
-
21.63
26.05
346.46
15.35
320.55
As at
31-03-2015
Note
No.
19
As at
31-03-2014
REVENUE FROM OPERATION
19.1
19.2
19.3
Sale of Manufactured Products
Spray Plasters
Paints
Skim Coat
Profiles
Doors & Windows (Steel & UPVC)
Job Work & Fabrication Receipts
Sale of Traded Products
Accessories, Spares and Infill
Sale of Equipment
Endors
Sale of Rawmaterials / Packing Materials
Other Operating Revenue
Sale of Containers & Scrap
Installation
GROSS SALES
Less : Sales Tax
Less : Excise Duty
NET SALES
20
21
Rs. in lakhs
OTHER INCOME
Interest
Subsidy ( Power & Sales Tax )
Dividend
Rent
Profit on Sale of Land & Buildings
Others
Net Gain / (Loss) on foreign currency transactions
Writeoff of debtors 2013-14 received
Total
21.1
21.2
COST OF MATERIALS CONSUMED
Opening Stock
Add : Purchases
Less : Closing Stock
Cost of materials consumed
( Refer Note No.35 for Purchases from related parties )
DETAILS OF RAW MATERILS CONSUMED
Chemicals
Colourents
Fillers
Packing Materials
Steel Coils & Others
UPVC Profiles & Accessories
PVC & other Components
Others
Total
62
4313.63
1454.35
1388.01
7912.24
7345.49
352.53
4268.42
1366.39
1273.80
2910.97
10128.82
356.02
2938.53
3.57
2.36
0.08
2833.13
129.31
1.25
117.91
788.60
104.53
531.00
26617.30
1934.95
23903.64
1947.15
24682.35
2546.42
22135.93
21956.49
2335.14
19621.35
396.54
115.30
0.00
6.53
390.81
2.19
18.48
13.23
943.08
274.70
0.01
35.45
310.16
1655.87
10698.22
12354.09
1689.12
10664.97
1224.44
10000.01
11224.45
1655.87
9568.58
2148.92
216.04
643.71
550.13
1565.81
623.96
3668.44
1247.96
10664.97
2163.56
205.42
607.54
533.81
2834.20
3224.05
9568.58
As at
31-03-2015
Note
No.
21.3
Chemicals
200.27
220.81
Colourents
32.61
20.06
Packing Materials
Steel Coils & Others
UPVC Profiles & Accessories
Total
22
146.65
95.77
99.42
152.70
140.94
180.82
1069.23
1689.12
985.71
1655.87
2836.23
2762.19
481.81
346.60
0.06
3318.10
0.99
3109.78
681.58
585.72
DETAILS OF TRADED GOODS PURCHASED
Stores, Spares & Infill
Installation
Rawmaterials / Packing Materials
Total
23.1
CHANGES IN INVENTORIES OF FINISHED GOODS
Opening Stock
Closing Stock
Change
23.2
689.78
681.58
(8.20)
(95.86)
Finished Goods and By Products
Spray Plasters
37.47
51.99
Paints
76.83
76.90
Skimcoat
15.15
21.62
Steel & UPVC
522.59
323.50
Others
37.74
689.78
207.57
681.58
Salaries, Wages, Bonus and Other Benefits
1776.91
1603.94
Contribution to Provident and Other Fund
206.91
161.74
85.05
83.01
2068.87
1848.69
607.73
555.44
607.73
555.44
Total
24
As at
31-03-2014
DETAILS OF INVENTORY
Fillers
23
Rs. in lakhs
EMPLOYEE BENEFIT EXPENSES
Employees Welfare
(Refer Note No. 31 for amount capitalised)
Total
25
FINANCE COST
Interest Expenses
Total
63
As at
31-03-2015
Note
No.
26
Rs. in lakhs
As at
31-03-2014
OTHER EXPENSES
443.68
396.97
Consumption of Stores & Spares
36.85
24.95
Freight, Packing, Forwarding & LD Charges
20.14
15.19
Power & Fuel
Repairs & Maintenance :
103.71
a) Plant & Equipment
b) Buildings
13.11
c)Others
18.87
68.67
7.95
135.69
18.64
95.26
Directors' Remuneration
236.41
176.74
Rent
169.52
167.62
Fees & subscription
4.53
0.00
Amortisation of Preliminary & Pre operative expenses
2.86
47.03
Miscellaneous Expenses
3.21
2.74
79.20
5.54
Discount Allowed
Write off of Advances
Fabrication & Installation Charges
2.30
-
180.01
-
68.03
72.40
Internal Audit Fee
1.80
1.80
Cost Audit Fee
0.40
0.80
Licence,Fee & Taxes
43.47
35.09
Office Maintenance
39.71
47.47
Legal & Professional Charges
CSR Expenses
Postage & Telephones
Printing & Stationery
Sales Promotion & Advertisement
Security Services
Travelling & Conveyance
Vehicle Maintenance
Freight outward
Insurance
8.07
7.25
58.68
54.01
26.51
24.77
223.53
115.94
92.23
61.81
196.83
186.56
26.01
21.91
595.35
563.49
7.18
6.18
Auditors' Remuneration :
a) Audit fee
2.60
1.98
b) Tax Audit
1.10
0.80
0.26
0.31
91.40
161.10
Research & Development
7.83
5.58
Donations
0.25
0.05
c) Out of Pocket Expenses
Bad debts written off
Directors Travelling & Conveyance
Directors Sitting Fee
Bank Charges
Loss on Sale of Assets
Total
64
10.00
6.11
2.68
1.23
28.05
15.13
18.49
2864.86
1.74
2539.72
st
Rs. in Lakhs
27. Contingent Liabilities not provided for :
Particulars
2014-15
2013-14
a)
Guarantees given by banks on behalf of the Company.
537.30
279.03
b)
Counter Guarantee to IREDA with respect
to Term Loan to Khandaleru Power
Company Limited
500.00
500.00
c)
Various demands raised, which in the opinion of the
management are not tenable and are pending with various
*216.47
*879.94
Forums / authorities.... Sales Tax :
*out of the above Rs. 93.53 (P.Y. Rs. 175.42) is are deposited
towards disputed tax.
28.
In the opinion of the Management, Current Assets and Loans & Advances have the value at which these are stated in the
Balance Sheet, if, realized in the ordinary course of business, unless otherwise stated and adequate provisions for all
known liabilities have been made and are not in excess of the amount reasonably required.
29.
Disclosure of Trade Payables under current/Non Current liabilities is based on the information available with the
company regarding the status of the suppliers as defined under the “Micro, Small and Medium Enterprises
Development Act, 2006” (the Act). There are no delays in payment made to such suppliers and there is no overdue
amount outstanding as at the Balance Sheet date. Based on the above the relevant disclosure u/s 22 of Act are as
follows:Rs. in lakhs
Particulars
2014-15
2013-14
Principal amount outstanding at the end of the
Interest amount due at the end of the year
Interest Paid to suppliers
30.
During the year the company has capitalized the following expenses of revenue nature to the cost of fixed assets / capital
work in progress as per Accounting Standard. Consequently the expenses disclosed under the respective notes are net of
amounts capitalized by the company: Rs. in lakhs
Particulars
Interest and Finance Charges
Salaries & Employee Benefits
65
st
31. The disclosures required under Accounting Standard 15 “Employee Benefits” notified in the Companies (Accounting
Standards) Rules 2006, are given below:
Rs. in lakhs
32.
Balances of Sundry Debtors/Creditors are subject to confirmation and reconciliation, if any.
33.
Segment Reporting:
66
st
A.
Primary Disclosures :
The Company has identified five reportable segments viz. Alltek, Seccolor, AAC Blocks, Real Estate and
Wintech. Segments have been identified and reported taking into consideration of the nature of products and
services. The accounting policies adopted for segment reporting are in line with the accounting policy of the
company with following additional policies for segment reporting.
i) Alltek: Spray Plasters, Skim Coat, Paints and Primers
ii) Seccolor: Roll formed Steel Sections for Doors and Windows & Glazings and fabrication of UPVC
Windows
iii) AAC Blocks: Autoclaved Aerated Concrete Blocks (Project is under implementation)
iv) Real Estate: Purchase / sale of lands and construction / sale of buildings etc.
v) Wintech: UPVC Profiles for Doors and Windows etc.
Financial Information about the business segments presented in the table given below:
A. Primary Disclosures :
67
st
B.Secondary Disclosure:
C. SegmentAccounting Policies :
In addition to the significant accounting policies applicable to the business segment as set out in notes to the accounts,
the accounting policies in relation to segment accounting are as under:
(i) Segment assets and liabilities:
Segment assets includes all operating assets used by the segment and consist principally of fixed assets, inventories,
sundry debtors and loans & advances less current liabilities. Segment assets and liabilities do not include investments ,
cash and bank balances, inter corporate deposits, equity, reserves and surpluses, borrowings, provision for
contingencies and income tax (both current and deferred).
(ii) Segment revenue and expenses:
Segment revenue and expenses are taken directly as attributable to the segment. It doesn't include interest income on
inter – corporate deposits, profit on sale of investments, interest expense, provision for contingencies and income tax.
34. Enterprises consolidated as Subsidiary in accordance with Accounting Standard 21 – Consolidated Financial
Statements
35. RELATED PARTY DISCLOSURES:
(I) Relationships :
a. Associate Company:
NCL Wintech India Limited
b. Subsidiary Companies:
1. Spantile Mfg.co. Pvt Ltd
2. NCL Green Habitats Pvt Ltd.
3. Eastern Ghat Renewable Energy Limited
c. Key Management Personnel & their relatives (KMP):
1. Mr. K. Madhu, Managing Director
2. Mr. D.Ashven
3. Smt. K.Pooja
4. Smt. P. Divya
d. Enterprise where KMP have significant influence or control:
1. NCL Industries Limited
2. NCL Homes Limited
3. Kakatiya Industries Private Limited
4. Khandaleru Power Co. Limited
5. Alankritha Interio Limited
6. Wintech Windows Pvt Limited
7. Adopen Plastic Ve Insaat Sanayi A S Turkey
68
Transactions carried out with related Parties referred in (i) above :
69
Rs. in lakhs
st
36.
Additional Information, as required under Schedule III to the CompaniesAct 2013, of enterprises consolidated as
Subsidiaries /Associates.
Name of the Enterprise
Spantile Manufacturing Co. Pvt Ltd
NCL Green Habitats Pvt Ltd
Eastern Ghat Renewable Energy Ltd
NCL Wintech India Ltd
Net Assets (Total Assets minus
Liabilities)
0.18%
19.79
3.06%
338.75
0.48%
53.00
28.22%
3125.71
Share in Profit or
Loss
0.16%
3.54
13.56%
305.56
0
0
37.38%
842.07
37. Sailent Features of Financial Statements of Subsidiaries /Associates as per CompaniesAct, 2013
Spantile Manufacturing Co. Pvt Ltd
Eastern Ghat Renewable Energy Ltd
38. As stipulated in AS-28, the Company assessed potential generation of economic benefits from its business units and
is of the view that assets employed in continuing business are capable of generating adequate returns over their useful
lives in the usual course of business, there is no indication to the contrary and accordingly, the management is of the
view that no impairment provision is called for in these accounts.
39. CIFValue of Imports:
Rs. in lakhs
Particulars
2014-15
2013-14
Raw Materials
456.32
235.61
Stores & Spares
250.53
299.10
Capital Goods
438.96
264.12
40. Expenditure in Foreign Currency
Rs. in lakhs
Particulars
2014-15
2013-14
8.22
1.38
Travelling Expenses
41. Previous Year's Figures:
The Company has reclassified previous year figures to confirm to this year's classification.
K. R. BAPUJI & CO.,
P.R. SATISH
N.G.V.S.G. PRASAD
70
K. MADHU
M. DIVYA BHARATHI
Go Green Initiative
Dear Shareholder,
As you may be aware, the Ministry of Corporate Affairs, Govt. of India, as part of its “Green Initiative in
Corporate Governance” has issued Circular no. 17/2011 dated 21/04/2011 and Circular no. 18/2011 dated 29/04/
2011 permitting service of documents by Companies, to its shareholders, through electronic mode instead of
physical mode.
Accordingly, as per the Company’s “GO GREEN” initiative, the Company shall send documents, including
Notice of General Meetings and Annual Report of the Company, in electronic form to Email ID of the shareholders
registered with Company, instead of physical mode.
However, shareholders may note that as a member of the Company, shareholders opting to receive documents
in electronic mode will be entitled to receive all such communication in physical form, upon request made by
them to the Company.
Shareholders having shares in physical form should provide their Email Id to the Company for opting to receive
notices / documents electronically. To Register the E-mail ID with the company shareholders are requested to
submit the following Form duly filled & signed by the shareholders at the forthcoming AGM or send it by post
at the registered office of the Company.
GO GREEN FORM
To NCL Alltek & Seccolor Ltd,
As per the “Green intiative in the Corporate Governance” of the Ministry of Corporate Affairs, I hereby opt to
receive service of documents by companies, including Annual Report, in electronic mode, and request you to
register my Email ID as stated below for the same.
Fields marked with * are compulsory
Name of Shareholder(s)*
:
____________________________________________________
Folio No.*
:
____________________________________________________
No. of Share held as on Date*
:
____________________________________________________
E-mail ID (Permanent)*
:
____________________________________________________
E-mail ID (Alternative)
:
____________________________________________________
Contact No. (Mobile)*
:
____________________________________________________
Contact No. (Fixed Line)*
:
____________________________________________________
Signature
:
____________________________________________________
3713
Regd. Office : 4th Floor, Plot No.1, Ganga Enclave, Opp : Byraju Foundation,
Kompalli Road, Petbasheerabad, Hyderabad - 500067
PROXY FORM
Folio No.
No. of Shares Held
I / We ……………………………………of …………………………..in the District of ………...……… being a Member
/ Members of NCL Alltek & Seccolor Ltd., hereby appoint ………………….....of …………………….in the District
of ……………… as my / our Proxy to vote for me / us on my / our behalf at the Twenty Ninth Annual General
Meeting of the Company to be held on Saturday 5th September, 2015 at 10.30 a.m. and at any adjournment
thereof, at KLN Prasad Auditorium, Federation House, The Federation of Telangana and Andhra Pradesh
Chambers of Commerce and Industry (FTAPCCI), H.No. 11-6-841, Red Hills, Hyderabad - 500004.
Signed this ............................................................…......…………day of ...........................……………..2014
Signature of Proxy ………………………. Signature of Member ...........................…………….......................
Note: The Proxy Form duly completed must be deposited at the Registered Office of the
Company not less than 48 hours before the time fixed for holding the Meeting.
Affix Re.1/Revenue
Stamp
Regd. Office : 4th Floor, Plot No.1, Ganga Enclave, Opp : Byraju Foundation,
Kompalli Road, Petbasheerabad, Hyderabad - 500067
ATTENDANCE SLIP
(To be handed over at the entrance of the venue of the Meeting)
I hereby record my presence at the 29th Annual General Meeting of the Company held on Saturday 5th September, 2015
at 10.30 a.m. and at any adjournment thereof, at KLN Prasad Auditorium, Federation House, The Federation of Telangana
and Andhra Pradesh Chambers of Commerce and Industry (FTAPCCI), H.No. 11-6-841, Red Hills, Hyderabad - 500004.
Folio No.
No. of Shares Held
Name of the Share Holder:
Address:
No Gifts
at AGM
Member / Proxy’s Signature
(To be signed at the time of handing over this Slip)
3724

2014-15 - NCL Seccolor

Transcription

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