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Test Name : Certified Internal Auditor - Part 1- The Internal Audit Activitys Role in Governance- Risk- and Control
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Your directors have pleasure in presenting the 20th Annual report at the side of the Audited statement of accounts of Asian Granito India constrained for the 12 months ended 31 st March, 2015
2. enterprise performance (Standalone and Consolidated groundwork)
The company's Standalone revenues from operations have been Rs. 907.eighty four Crores for the yr ended 31st March, 2015 as compared to Rs. 841.sixty three Crores for the old yr, whereas Consolidated revenues from operations have been Rs. 926.10 Crores for the 12 months ended 31st March, 2015 as in comparison to Rs. 854.forty five Crores for the outdated year.
besides the fact that children, your directors predict to obtain more suitable outcomes in time to return and to proceed the place of market chief in coming years.
The highlights of the business's performance are as under:
1. income from operations improved to Rs. 907.84 Crores in the yr 2014–15 from Rs. 841.sixty three Crores within the yr 2013–14.
2. web earnings is expanded to Rs. 14.47 Crores within the yr 2014–15 from Rs. 14.14 Crores within the yr 2013–14.
three. EBIDTA is decreased to Rs. 61.37 Crores within the year 2014–15 from Rs. 65.09 Crores in the yr 2013–14.
Asian Granito India confined has a wholly owned subsidiary as AGL Industries limited. AGL Industries limited has earned salary of Rs. 1281.86 Lacs in the year 2013–14 which improved to C1826.10 Lacs within the yr 2014–15. company has made prices of Rs. 1265.20 Lacs within the yr 2013–14 which is accelerated to Rs. 1818.eighty five Lacs in the year 2014–15. business has made profits of Rs. eleven.50 Lacs in the 12 months 2013–14 which has decreased to Rs. 3.32 Lacs within the year 2014–15.
affiliate enterprise And joint venture company efficiency:
Asian Granito India limited has one associate company Astron and Paper Board Mills limited. This affiliate enterprise has earned complete profits of Rs. 10619.seventy nine Lacs in the closing 12 months 2013–14 which is multiplied to Rs. 15213.sixty seven Lacs in the year 2014–15.business has made expenses of C 10751.36 Lacs within the remaining year 20132014 which is improved to Rs. 14626.36 Lacs in the 12 months 2014–15. enterprise had made lack of Rs. 287.86 Lacs in the year 2013–14 and has made earnings of C406.25 Lacs in the year 2014–15.
Asian Granito India restrained has entered into joint venture with AGL Panaria private restricted on thirteenth June, 2012. The business has earned earnings of Rs. 1096.89 Lacs in 2013–14 which has elevated to Rs. 1564.ninety three Lacs in 2014–15. company has made prices of Rs. 1309.42 Lacs in the 12 months 2013–14 which has increased to Rs. 1801.64 Lacs in the yr 2014–15. business has made losses of Rs. 212.fifty three Lacs in the 12 months 2014–15 which has improved to Rs. 236.71 Lacs in the yr 2014–15.
3. Consolidated financial Statements:
The consolidated economic statements of the business are prepared in accordance with the provisions of section 129 of the businesses Act, 2013 examine with the agencies (money owed) rules, 2014 and beneath the list contract with the inventory exchanges. The audited economic statements in respect of each of its subsidiary/acquaintances /three way partnership organizations might be made obtainable to the shareholders, on receipt of a request from any shareholder and it has additionally been positioned on the web page of the enterprise. this can even be attainable for inspection via the shareholders on the registered workplace right through the business hours.
Your directors don't suggest charge of any dividend for the fiscal year ended 31st March, 2015, with a purpose to conserve the substances of the business. The company will hold the profits to be used in the future operations & initiatives and attempt to raise the networth of stakeholders of the company.
5. management dialogue and analysis report:
The file on administration discussion and analysis file as required below Clause forty nine of the listing agreement is included in this document. certain Statements in the referred to report could be forward searching. Many components can also affect the actual effects which may be distinct from what the administrators envisage in terms of the longer term performance and outlook.
6. Subsidaries, pals and Joint Ventures:
As required below Rule eight(1) of the companies (bills) rules, 2014, the Board's document has been organized on standalone financial statements and a document on efficiency and monetary position of each of the subsidiaries and co-workers blanketed within the consolidated fiscal statements is protected in financial statements.
in response to third proviso of area 136(1) of the groups Act, 2013, the Annual record of the business, containing therein its standalone and the consolidated economic statements has been placed on the website of the business, www.aglasiangranito.com in Investor Relation part. additional, as per fourth proviso of the noted area, audited annual debts of each and every of the subsidiary organizations have also been positioned on the web site of the company, www.aglasiangranito.com in Investor Relation section. Shareholders interested in acquiring a replica of the audited annual bills of the subsidiary corporations may also write to the company Secretary at the company's registered workplace. The observation required beneath section 134 of the agencies Act, 2013 in recognize of subsidiaries, associates and Joint Ventures is supplied as AOC–1 as Annexure 1 to this record.
7. fastened Deposits:
Your company has now not approved any deposits from the general public inside the that means of chapter V of the Act, 2013 for the yr ended thirty first March, 2015.
in line with the provisions of the companies Act, 2013 and Articles of affiliation of the enterprise, Mr. Bhaveshbhai Patel (DIN: 03382527), executive Director, will retire by way of rotation at the ensuing Annual regularly occurring meeting and is eligible for re–appointment.
All impartial directors (IDs) have given assertion that they meet the criteria of independence as laid down beneath section 149(6) of the businesses Act, 2013 and clause forty nine of record agreement. The details terms of appointment of IDs are disclosed on the company's website with following link <http://aglasiangranito>. com/index.Hypertext Preprocessor/investor–relation.
Separate assembly of unbiased administrators become held on ninth February, 2015 and the independent directors reviewed the performance of non unbiased Director i.e
1. Mr. Kamleshbhai Patel, Chairman and Managing Director
2. Mr. Mukeshbhai Patel, Managing Director
three. Mr. Sureshbhai Patel, government Director
four. Mr. Bhaveshbhai Patel, executive Director
5. Mr. Kanubhai Patel, govt Director
6. Mr. Bhogibhai Patel, govt Director
and the Board as a whole. They reviewed the performance of Chairman after thinking of the views of executive administrators. They also assessed the fine, quantity and timeliness of the stream of suggestions between the business's management and the board which are critical for the board to readily and fairly perform their duties. five out of six unbiased directors have been latest on the meeting.
9. conferences of The Board:
all the way through the yr seven Board conferences and one unbiased administrators' assembly became held, the particulars of which can be given in corporate Governance file. The provisions of organizations Act, 2013 and list agreement were adhered to while considering that the time gap between two meetings.
10. efficiency evaluation:
Pursuant to the provisions of businesses Act, 2013 and clause 49 of the listing agreement, the Board has conducted annual performance comparison of its own efficiency, the directors personally as neatly the comparison of the working of the Board and its Committees i.e Audit, Nomination and Remuneration and Stakeholder committee, CSR incidentally of individual and collective feedback from directors.
here were the contrast standards: (a) For independent administrators: –
Participation in terms of adequacy (time & content material)
Contribution through abilities and perspective
assistance / aid to management backyard Board / Committee conferences
(b) For executive administrators: –
management initiative, Initiative when it comes to new ideas and planning for the company, professional skills, difficulty fixing and choice making, Compliance with policies of the company, ethics, code of behavior and many others., Reporting of frauds, violations and so forth., safeguarding of pastime of whistle blowers below vigil mechanism, well timed inputs of the minutes of the conferences of the Board and Committee, if any.
The Board reviewed every committee's terms of reference to be sure that the company's present practices remain acceptable. recommendations from every committee are considered and accepted by means of the board earlier than implementation.
eleven. Remuneration policy:
The Board has, on the advice of the Nomination & Remuneration committee framed a policy for alternative and appointment of directors, Senior administration and their remuneration. The Remuneration coverage is brought up within the company Governance file.
13. Nomination and Remuneration Committee:
The Committee has ensured that any grownup(s) who's/are appointed or continues within the employment of the company as its Chairman, Managing Director, complete Time Director shall agree to the circumstances laid out beneath part I of agenda V to the Act, 2013. criteria for performance comparison, disclosures on the remuneration of administrators, standards of making funds to Non govt administrators have been disclosed as part of corporate governance report connected herewith.
14. Stakeholders Relationship Committee
The Committee oversees efficiency of the Registrars and transfer agents of the company and recommends measures for standard growth within the nice of investor services. The Committee additionally screens implementation and compliance with the enterprise's Code of habits for Prohibition of Insider trading in pursuance of SEBI (Prohibition of Insider buying and selling) rules, 1992.
15. company Social accountability Committee
The Committee has reviewed the CSR coverage and associated frameworks, procedures and practices of the company and made applicable recommendations to the Board. The Committee has ensured that the company is taking the applicable measures to undertake and implement CSR tasks correctly and has monitored the CSR policy. The Committee has identified the areas of CSR actions and suggested the amount of expenditure to be incurred on such activities. The Committee has coordinated with Asian Institute of know-how for enforcing programs and executing initiatives as per CSR coverage and has reviewed the performance of Asian Institute of technology or such other company periodically.
sixteen. Vigil Mechanism:
Pursuant to the provisions of part 177(9) & (10) of the groups Act, 2013 and listing Agreements, a Vigil Mechanism or 'Whistle Blower coverage' for directors, employees and other stakeholders to record exact considerations has been dependent. The same is uploaded on the web site of the enterprise.
17. company Social responsibility:
company Social responsibility (CSR) isn't a brand new concept for the business. Your enterprise is actively panic in CSR initiatives like contributing to the schemes of eradicating hunger and poverty and merchandising of education, health, protection and environment facets. In compliance with the requirements of section one hundred thirty five of the businesses Act, 2013, the enterprise has laid down a CSR policy. The contributions during this regard had been additionally made to the registered have faith Asian Institute of expertise, which is providing technical education. The business is additionally contributing on ordinary basis to Akshaypatra basis, which is featuring food to the negative directly as a part of the CSR initiative. The enterprise is also doing blood donation camp every year for health advantage of Society at tremendous. The composition of the committee, contents of CSR policy and record on CSR activities carried out during the economic 12 months ended 31st March, 2015 in the layout prescribed under Rule 9 of the agencies (bills) guidelines, 2014 is annexed herewith as Annexure A.
18. Human elements:
The neatly disciplined group of workers which has served the company lies on the very foundation of the company's most important achievements and shall smartly proceed for the years to come back. The success of the business and good music checklist are generally brought on by the unbelievable commitment, dedication and tough work of the personnel. The company has strongly embedded core values and all employees are proficient and inspired to make use of these values of their each day operations and the bases for making choices. The administration has at all times carried out systematic appraisal of efficiency and imparted practicing at periodic intervals. The business has at all times identified ability and has judiciously adopted the precept of rewarding efficiency. This has helped to be certain all employees are aligned and focused on key ambitions and key efficiency indications essential for the business's efficiency. Remuneration and efficiency are strongly linked together through bonus schemes and increments.
19. possibility administration:
possibility management is executed by the use of systematically making a choice on, quantifying, and managing all risks and opportunities that can affect fulfillment of a corporation's strategic and economic dreams. The Board is chargeable for framing and monitoring the risk administration plan for the business. possibility management coverage is framed by using the Board and they're reviewing the possibility management guidelines and device periodically.
The risk mitigation is completed through the use of right here key concepts:
a) chance Avoidance: with the aid of no longer performing an exercise that may raise chance.
b) possibility switch: Mitigation by having an extra celebration to accept the chance, either partial or complete, usually by using contract or by hedging.
c) risk discount: using mitigations strategies/options that in the reduction of the severity of the loss.
d) possibility Retention: Accepting the loss when it occurs. possibility retention is executed for small risks the place the can charge of insuring in opposition t the risk can be more suitable over time than the whole losses sustained. All risks that aren't prevented or transferred are retained by using default. This includes dangers that are so massive or catastrophic that they both can't be insured in opposition t or the premiums are infeasible.
In modern-day difficult and aggressive atmosphere, innovations for mitigating inherent risks in carrying out the increase plans of the business are fundamental. The general hazards inter alia are: regulations, competition, business possibility, expertise Obsolescence, Investments, Retention of ability and expansion of amenities.
company risk, inter–alia, additional contains monetary risk, political risk, fidelity chance, felony possibility.
As a matter of policy, these risks are assessed and steps as acceptable are taken to mitigate the same.
20. internal handle equipment and their Adequacy
The company has ample interior handle equipment and methods to be sure that all of the property of the company are safeguarded and guarded towards any loss and that each one transactions are adequately accredited and recorded. The company has a longtime internal fiscal manage framework together with interior controls over monetary reporting, working controls and anti–fraud framework. This framework is continually reviewed by the management and inner audit group and offered to the Audit Committee. The internal auditor crew carries out huge audits all over the 12 months across all locations and throughout all functional areas and submits its stories to the Audit Committee of the Board.
21. linked party Transactions
linked birthday party transactions that were entered into right through the financial year were on arm's size groundwork and were in typical course of company. There are no materially large connected celebration transactions made by way of the business which can also have expertise conflict with the hobby of the enterprise. There are no fabric linked party transactions which are not in ordinary route of enterprise or which are not on arm's size groundwork. Particulars of contracts and arrangements with linked parties as per area 188(1) of agencies Act, 2013,together with hands size transactions are enclosed as separate Annexure no.2 in form no. AOC–2. The Board has authorized a policy for connected birthday party transactions which has been uploaded on the enterprise's web site. The weblink as required under record contract is as beneath: <http://aglasiangranito.com/index.personal home page/investor–relation>
22. cloth alterations
There were no cloth alterations and commitments affecting the economic position of the business considering the shut of monetary 12 months i.e. considering that thirty first March, 2015. additional, it's hereby established that there has been no change in the nature of business of the business.
A) Statutory Auditors
In compliance with the organizations (Audit and Auditors) rules, 2014, M/s. A.L. Thakkar & Co., Chartered Accountants, has been appointed as Statutory Auditors of the enterprise until the conclusion of Annual everyday assembly for the F. Y. 20142015, as approved by using the individuals at their nineteenth Annual commonplace assembly held on thirtieth September, 2014. further, pursuant to the requirement of part 139 of the corporations Act, 2013, the appointment of Statutory Auditors is to be ratified by using the members at every Annual well-known meeting. contributors are requested to ratify their appointment for the F. Y. 2015–16.
B) Secretarial Auditors
The Board of administrators of the business has appointed M/s. Shilpi Thapar & acquaintances, Practising enterprise Secretaries, Ahmedabad, to conduct Secretarial Audit for the F.Y. 2015–sixteen.
extra, the Secretarial Audit file of M/s. Shilpi Thapar & buddies, business Secretaries for the monetary year ended thirty first March, 2015, is annexed as Annexure three. The Board has duly reviewed the Secretarial Auditor document and provides following clarifications for the observations made via secretarial auditor as beneath:
As regards observations in Secretarial Audit involving mortgage to businesses, organisations or other parties covered beneath register maintained beneath area 189 of the companies Act, 2013, the administrators state that it is in common direction of enterprise with hobby provisions.
C) inner Auditors:
The Board of administrators has appointed Mr. Rajendra Soni, Chartered Accountant as inner Auditors of the company for the F. Y. 2015–16.
There is no qualification, reservation, hostile remark or disclaimer by means of the Statutory Auditors in their record or via the Secretarial Auditors in their Secretarial Audit report and hence no explanation or feedback of the Board is required in this remember. The company has in place a mechanism to identify, investigate, display screen and mitigate a considerable number of risks to key company targets. most important hazards identified by means of the groups and capabilities are systematically addressed through mitigating moves on a constant foundation. These are mentioned at the meetings of the Audit Committee and the Board of administrators of the company.
24. corporate Governance
The record on corporate governance as stipulated under Clause forty nine of the checklist settlement kinds part of the Annual report. The requisite certificate from M/s. A.L. Thakkar & Co., Chartered Accountants, confirming compliance with the conditions of company governance as stipulated beneath the aforesaid Clause 49, is attached to the document on corporate governance
25. list of Shares
The fairness Shares of the enterprise are listed on the BSE confined (BSE) with scrip code No. 532888 and on countrywide inventory exchange of India restricted (NSE) with scrip code of ASIANTILES. The business confirms that the annual record costs to each the stock exchanges for the fiscal year 2015–sixteen were paid.
26. Loans, assure or Investments
particulars of Loans granted, guarantees given and Investments made all through the yr beneath overview, lined below the provisions of part 186 of the organizations Act, 2013 are given within the notes to the economic Statements.
27. power Conservation, expertise Absorption and international
trade salary and Outgo
The advice on conservation of energy, technology absorption and foreign trade income and outgo stipulated below part 134(three)(m) of the companies Act, 2013 examine with Rule, eight ofThe organizations (debts) suggestions, 2014, is annexed herewith as "Annexure 4".
28. Extract of Annual Return
The extract of Annual Return required under area 134(three)(a) of the groups Act, 2013 examine with Rule 12(1) of the companies (management and Administration) suggestions, 2014, kinds a part of this document as Annexure–5
29. Particulars of personnel
The information required pursuant to part 197 read with Rule, 5 of The businesses (Appointment and Remuneration of Managerial Personnel) rules, 2014 in recognize of employees of the enterprise is as follows:
an announcement showing following particulars of each employee of the enterprise who was in receipt of remuneration in extra of C 60 Lacs, if employed all the way through the yr or C 5 Lacs per 30 days, if employed for a part of the fiscal 12 months or got remuneration in extra of that drawn with the aid of the MD/WTD/supervisor & holding 2% or extra of equity share capital of the business (himself along with companion & stylish babies):
name, age & designation of the employee: Mr. B. G. Vyas, fifty eight years, Chief operating Officer Remuneration got: C seventy four,seventy eight,607
Nature of employment, whether contractual or otherwise: everlasting qualifications and experience of the worker: B. Com, MMS. Date of commencement of employment: 20.03.2014 the age of such employee: fifty eight years the final employment held via such worker before becoming a member of the company: Sims Ceramic inner most limited the percentage of fairness shares held within the along with significant other & elegant toddlers–(3224 shares – 0.01%)
even if the sort of worker is a relative of any director or manager of the business and if so, name of such director or supervisor – No
30. Disclosure below the sexual harassment of women at place of work (Prevention, Prohibition and Redressal) Act, 2013:
The company has framed and applied an Anti Sexual Harassment coverage in accordance with the requirements of The Sexual Harassment of girls on the office (Prevention, Prohibition & Redressal) Act, 2013. internal Complaints Committee (ICC) has been deploy to redress complaints received involving sexual harassment. All employees (everlasting, contractual, brief, trainees) are covered under this coverage.
31. significant and cloth orders handed by using the Regulators or Courts
There aren't any massive cloth orders handed by using the Regulators / Courts which would have an impact on the going subject fame of the company and its future operations.
Registered and company office of the enterprise:
202, Dev Arc, Opp. Iskon Temple, Sarkhej Gandhinagar dual carriageway, Ahmedabad – 380 015
32. administrators' responsibility commentary
in line with the provisions of section 134(5) of the Act, 2013, with recognize to Director's accountability remark, it's hereby pointed out:–
a) that within the guidance of the annual economic statements for the 12 months ended March 31, 2015, the relevant accounting requisites were followed along with relevant explanation concerning fabric departures, if any;
b) that such accounting policies as outlined in Notes to the fiscal Statements have been selected and utilized always and judgement and estimates had been made which are inexpensive and prudent with the intention to supply a true and fair view of the scenario of the company as at March 31, 2015 and of the profit of the business for the yr ended on that date;
c) that proper and enough care has been taken for the upkeep of ample accounting statistics in line with the provisions of the corporations Act, 2013 for safeguarding the property of the enterprise and for preventing and detecting fraud and other irregularities;
d) that the annual monetary statements for the year ended 31st March, 2015 had been prepared on a going situation foundation;
e) that relevant interior financial controls have been in area and that the financial controls have been enough and were working simply.
f) that methods to make sure compliance with the provisions of all applicable laws had been in location and have been adequate and operating effectively.
33. Cautionary observation
Statements in the administration dialogue and analysis document describing the company's ambitions, projections, estimates and expectations may well be forward searching statements inside the which means of relevant securities laws and regulations. actual consequences might vary materially from those expressed and implied. important factors that might make a change to the company's operations consist of amongst others, economic situations affecting demand/ provide and cost circumstances within the domestic and overseas markets during which the company operates, alterations in the govt rules, tax laws and other statutes and incidental elements.
Your directors thanks all customers, traders, vendors, Bankers, Auditors, Consultants and Advisors for their persevered assist all through the 12 months. They additionally place on listing their appreciation of the contributions of employees at all tiers. Your administrators thanks Governments of various countries the place they have their operations principally government of India and its a variety of Ministries.
Your directors looks forward for their persisted aid sooner or later for the consistent boom of the enterprise.
For and on behalf of The Board of administrators
Kamleshbhai B. Patel
Chairman and Managing Director
Date : August 13, 2015
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