Mahindra Intertrade Limited
Mahindra Intertrade LimitedMahindraIntertradeLimited1Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.Mukesh
Mahindra Intertrade LimitedBoard of DirectorsBharat DoshiChairmanZhooben BhiwandiwalaExecutive Director and Vice-ChairmanHarsh KumarManaging DirectorRajeev DubeyP. N. ShahSudhir MankadRaghunath Murti(till June 23, 2014)Dr. Punita Kumar-SinhaParag ShahAudit CommitteeSudhir MankadChairmanP. N. ShahDr. Punita Kumar-SinhaNomination and Remuneration CommitteeBharat DoshiRajeev DubeySudhir MankadDr. Punita Kumar-SinhaCorporate Social Responsibility CommitteeZhooben BhiwandiwalaChairmanHarsh KumarSudhir MankadAuditorsCompany SecretaryAbhishek JuvekarChief Financial OfficerJyoti WalunjDeloitte Haskins & SellsChartered AccountantsTower 3, 27th - 32nd Floor, Indiabulls Finance Centre,Elphinstone (West), Mumbai - 400013, IndiaBankersAxis Bank LimitedHDFC Bank LimitedICICI Bank LimitedIDBI Bank LimitedKotak Mahindra Bank LimitedState Bank of IndiaThe Bank of Nova ScotiaThe Hong Kong & Shanghai Banking Corporation LimitedRegistered OfficeMahindra Towers, P. K. Kurne Chowk,Worli, Mumbai - 400018, IndiaCIN: U51900MH1978PLC020222Tel. No.: 91 22 24935185/86Fax: 91 22 24951236Email: contact.mil@mahindra.comWebsite: mahindraintertrade.com2MukeshPlease check thoroughly. Vakils will not be responsible for errors not noted on this proof.
Mahindra Intertrade LimitedDirectors’ ReportYour directors present their Thirty-Seventh Report, together with the audited financial statement of your Company for the yearended March 31, 2015.FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS (Standalone)Rs. in crFor the year ended March 3120152014Income.Profit before depreciation, interest and taxation.Less: Depreciation .1,213.69116.675.101,168.87100.025.99Profit before interest and taxation .111.5794.03Less: Interest .Profit before tax .Less: Provision for taxation:Current tax .Deferred tax.Profit for the year after tax.Balance of profit of earlier years.Profit available for appropriation .Depreciation adjustment on transition to Schedule II .Proposed dividend on equity shares.Income-tax on proposed dividend.Transfer to General Reserve.Balance carried to Balance Sheet.Net 5.50289.87–16.602.826.44264.01326.26Your Company’s income for the year increased to Rs. 1,213.69 cr from Rs. 1,168.87 cr in the previous year primarily due tobuoyancy in demand for processed steel in the power vertical. Profit before tax for the year was Rs. 110.24 cr (best-ever) ascompared to Rs. 92.57 cr in the previous year on account of better product mix, cost control measures, and gain on sale offixed assets.No material changes and commitments have occurred after the close of the year till the date of this Report which affect thefinancial position of your Company.OPERATIONSDomestic auto industry remained sluggish during the year resulting in subdued demand for processed steel. Demand from thetransformer industry recovered during the year resulting in better capacity utilization and margins.DIVIDENDYour directors recommend a dividend @ 100% on its equity shares, i.e., Rs. 10 per equity share on 1,21,00,007 fully paid-upequity shares of Rs. 10 each, and pro rata dividend of Rs. 3 per equity share on 1,50,00,000 partly paid-up equity shares ofRs. 10 each, Rs. 3 per equity share paid-up, aggregating Rs. 16.60 cr.If approved by the shareholders at the ensuing Annual General Meeting, the above dividend will be paid to those equityshareholders whose names appear on the Register of Members as on the record date fixed for this purpose, i.e., June 12, 2015.Equity dividend for the year, together with income tax thereon, will absorb a sum of Rs. 19.98 cr against Rs. 19.42 cr paid forthe previous year.CURRENT YEARYour Company expects to sustain its performance in both its verticals, automotive and electrical, during the current year.3Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.Mukesh
Mahindra Intertrade LimitedSUBSIDIARIESMahindra Steel Service Centre Limited (MSSCL):The financial performance of Mahindra Steel Service Centre Limited improved during the year on account of higher realizations,and increased processing income in the power vertical. Domestic auto industry, however, showed de-growth resulting in thelower processing income. MSSCL’s income for the year increased to Rs. 151.06 cr against Rs. 122.37 cr in the previous year. Itsprofit after tax for the year was significantly higher at Rs. 7.54 cr against Rs. 5.43 cr in the previous year.Mahindra MiddleEast Electrical Steel Service Centre (FZC) - (MME):The financial performance of Mahindra MiddleEast Electrical Steel Service Centre (FZC) was affected during the year onaccount of low demand. MME’s total income for the year decreased by 46% to USD 6.08 million (INR 380.71 million) fromUSD 11.33 million (INR 709.76 million) in the previous year. Its profit for the year was USD 0.00 million (INR 0.25 million) ascompared to USD 0.76 million (INR 47.76 million) in the previous year.Mahindra Electrical Steel Private Limited (MESL):Mahindra Electrical Steel Private Limited is in the process of evaluating options for its steel service centre projects in westernand central India. MESL’s income for the year was Rs. 66,764 (Previous year: Rs. Nil) and loss for the year was Rs. 25.99 lakh(Previous year: Rs. 69.00 lakh).Mahindra Auto Steel Private Limited (MASL):Mahindra Auto Steel Private Limited, a joint venture between your Company, China Steel Global Trading Corporation, CSGTInternational Corporation and Mitsui & Co. (Asia Pacific) Pte Ltd. is expected to commence commercial operations at its steelservice centre at Chakan, near Pune, during the current financial year. MASL’s income for the year was Rs. 1.25 cr (Previousyear: Rs. Nil) and profit after tax for the year was Rs. 0.93 cr (Previous year: Rs. – 0.73 cr).CONSOLIDATED FINANCIAL STATEMENTIn accordance with Section 134(7) of the Companies Act, 2013 and Accounting Standard (AS) - 21, the audited consolidatedfinancial statement of your Company is attached.The audited financial statements of your Company’s subsidiaries, together with Reports of Directors and Auditors thereon forthe year ended March 31, 2015, and a statement pursuant to the first proviso of Section 129(3) of the Companies, Act, 2013containing the salient features of the said financial statements in Form AOC-1 are attached.HUMAN RESOURCESHappy and enthused employees is one of the strategic goals of your Company as reflected in its employee engagementinterventions. Your Company’s MCARES and Employee as Promoter Score (EPS) - metrics used by the group to assess employeesatisfaction - were a robust 4.39/5.00 and 61% respectively, in the top league in the Mahindra group.Your Company invests in premier learning opportunities to create a future-ready talent pool.As part of our thrust on Diversity & Inclusion (D&I), your Company has constituted a Women’s Council and a Young IntertradeCouncil to focus on gender and generational diversity.CUSTOMER SATISFACTIONYour Company’s Customer as Promoter Score (CaPS), a metric used by the Company to assess customer satisfaction, stood ata healthy ( ) 55%.Your Company believes that customer is the raison d’etre of its existence. To reinforce this, during the year, your Companylaunched the Customer Engagement Programme (CEP), an initiative that seeks to reward employees who excel in externalcustomer interface.RISK MANAGEMENT POLICYYour Company is exposed to a variety of risks which may impact its operations. These risks are mitigated by using an integratedrisk management approach which covers the full range of risks across verticals.Your Company has formulated a risk management policy which evaluates risks which may threaten the existence of theCompany, and facilitates development of a suitable plan to mitigate the same.4MukeshPlease check thoroughly. Vakils will not be responsible for errors not noted on this proof.
Mahindra Intertrade LimitedCORPORATE SOCIAL RESPONSIBILITY POLICYYour Board has approved a Corporate Social Responsibility policy in accordance with the relevant provisions of the CompaniesAct, 2013. The same may be accessed on the Company’s website: http://www.mahindraintertrade.com/corporate socialresponsibility.html.An Annual Report on Corporate Social Responsibility activities is attached as Annexure I and forms part of this Report.CORPORATE SOCIAL RESPONSIBILITY (CSR)During the year, your Company implemented a number of CSR initiatives in the areas of education, health and environment.In an endeavor to improve the education infrastructure around the Company’s service centres, classrooms were constructedfor Shri Chhatrapati Shivaji Vidya Mandir, a junior college at Kanhe; for New English School at Takwe; ZP Primary School atJambhul, and at Gonde village, near Nashik. A shed was constructed at Manjusar Primary School, near Vadodara, to facilitatedistribution of mid-day meals. In addition, your Company implemented CSR initiatives such as donation of benches andscientific apparatus to local schools, uniforms for needy students and construction of a science laboratory.To improve recreational facilities for patients and children, gardens and play parks were constructed during the year at thePrimary Healthcare Centre at Takwe village and at Asoj Primary school, near Vadodara. Free eye and dental checkup campswere organized for school students in villages near the Company’s service centre at Nashik.The Company successfully ran tree plantation programmes at village Morambi, near Nashik, and at Savli, near Vadodara.Your Company also contributed funds to the K. C. Mahindra Education Trust to support its initiatives for education of the girlchild.The total spend on CSR – related activities during the year was Rs. 187.26 lakhs.POLICY ON PREVENTION OF SEXUAL HARASSMENTYour Company has put in place a policy for prevention of sexual harassment. Your Company has also constituted an “InternalComplaints Committee” to which employees can address their complaints. During the year, no complaints were received bythe said Committee.POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEESAND CRITERIA FOR APPOINTMENT/REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNELYour Board has, on the recommendation of the Nomination and Remuneration Committee approved policies for the appointment/removal of directors and senior management personnel together with the criteria for determining qualifications, positiveattributes and independence of directors, and remuneration of directors, key managerial personnel and other employees.These policies are provided as Annexure II and form part of this Report.SUSTAINABILITY INITIATIVESYour Company views sustainability not only as a responsibility but also as an opportunity to create lasting value acrosseconomic, environment and social bottom lines. Sustainability has been integrated in your Company’s business operations anddecision making processes. Your Company’s sustainability performance was covered in the consolidated group sustainabilityreport of Mahindra and Mahindra Limited. This report was externally assured by KPMG with a GRI A rating.Your Company has mapped out a Sustainability Roadmap under which a series of commitments have been made to improvethe Company’s environmental footprint and the social impact of its business.AWARDSYour Company, and its subsidiaries, have been recipients of the following awards during the year:a) Top 50: India’s Best Companies To Work For 2015, by the Great Place To Work InstituteIndustry Best: India’s Best Companies To Work For 2015 in Manufacturing category, by the Great Place To Work Instituteb)First Place: Visionary Company of the Year at the Mahindra Partners’ Senior Leadership Conclavec)First Place: Total Employee Involvement at the CII 7th National Cluster Summitd)First Place: Kaizen Cost Competitiveness at the CII 7th National Cluster Summit (MSSCL)e)First Place: Alternative Thinking at the Mahindra Rise Awards for Front – end Transformers (MSSCL)f)Mahindra Game Changer Award - 2014 for ‘Greening the Bluing process (MSSCL)g)Second Place: Energy Efficiency at the CII 7th National Cluster Summit (MSSCL)5Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.Mukesh
Mahindra Intertrade Limitedh)Silver: Best HR Strategy at the Greentech HR Awardsi)‘Best HR company to work for’ at the Asian HR Leadership Awards, Dubaij)Best Change Management in the private sector at the Asian HR Leadership Awards - 2014, Dubai (MSSCL)k) Late B. G. Deshmukh Certificate of Appreciation for CSR initiatives at the MCCIA Innovation and EntrepreneurshipAwards 2014 (MSSCL)l) Runner-up: Best of the Best (Most sustained Plant) in Manufacturing Category at the Mahindra Group Safety Awardsm)‘SAIF Excellence Award’ by SAIF Zone, Sharjah, UAE (MME)INTERNAL CONTROLSYour Company has implemented a system of internal controls and monitoring procedures as well as internal financial controlson financial statements and the same is, in the opinion of the Board, commensurate with the Company’s size and operations.Your Company regularly conducts reviews to assess the adequacy of financial and operating controls for various businessesof the Company. Significant issues, if any, are brought to the attention of the Audit Committee. Statutory Auditors and InternalAuditor are invited to attend Audit Committee meetings.SHARE CAPITALThe authorised share capital of your Company as on March 31, 2015 stood at Rs. 46.75 cr divided into 2.80 cr equity sharesof Rs. 10/- each and 18.75 lakhs cumulative redeemable preference shares of Rs. 100 each.There was no change in the paid-up share capital of your Company during the year. Accordingly, as on March 31, 2015, thepaid-up share capital of your Company stood at Rs. 16.60 cr divided into 1.21 cr equity shares of Rs. 10/- each fully paid-upand 1.50 cr equity shares of Rs. 10/- each, Rs. 3/- paid-up.BOARD OF DIRECTORSComposition:Presently the Board comprises of the following directors:Director (DIN)DesignationExecutive/Non-Executive Independent/Non-IndepenDirectordent DirectorBharat Doshi (00012541)ChairmanNon-Executive DirectorNon-Independent DirectorZhooben Bhiwandiwala(00110373)Vice-ChairmanExecutive DirectorNon-Independent DirectorHarsh Kumar (00082621)Managing DirectorExecutive DirectorNon-Independent DirectorRajeev Dubey (00104817)DirectorNon-Executive DirectorNon-Independent DirectorPravin Shah (00056173)DirectorNon-Executive DirectorNon-Independent DirectorParag Shah (00374944)DirectorNon-Executive DirectorNon-Independent DirectorSudhir Mankad (00086077)DirectorNon-Executive DirectorIndependent DirectorDr. Punita Kumar-Sinha(05229262)DirectorNon-Executive DirectorIndependent DirectorMr. Raghunath Murti (DIN: 00082761) ceased to be a director of your Company with effect from the Thirty-Sixth AnnualGeneral Meeting held on June 23, 2014.Mr. Sudhir Mankad and Dr. Punita Kumar-Sinha who, in the opinion of the Board, are persons with integrity and possessrelevant expertise and experience, and who have given declarations to the effect that they meet the criteria of independenceas laid down under Section 149 of the Companies Act, 2013, have been appointed as independent directors with effect fromJune 23, 2014 and October 27, 2014 respectively pursuant to Section 149 of the Companies Act, 2013 for a period of fiveconsecutive years and they would not be liable to retire by rotation.Mr. Harsh Kumar’s tenure as Managing Director was extended during the year for a period of six months, i.e., up to September30, 2015.6MukeshPlease check thoroughly. Vakils will not be responsible for errors not noted on this proof.
Mahindra Intertrade LimitedMr. Harsh Kumar and Mr. Zhooben Bhiwandiwala retire by rotation at the forthcoming Annual General Meeting, and beingeligible, have offered themselves for re-appointment.Your directors have wide experience in business related to trading, finance and general corporate management.Meetings:The Board met five times during the year, i.e., on April 29, 2014, July 21, 2014, October 27, 2014, January 24, 2015 and March31, 2015 inter alia to review the financial performance of your Company and matters relating to its operations and statutorycompliance. All these meetings were well attended and the gap between two consecutive meetings did not exceed 120 days.Evaluation of performance of directors:The Nomination and Remuneration Committee carried out an evaluation of the performance of individual directors through astructured questionnaire process covering various aspects such as performance, attendance, et al.DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to section 134(3)(c) of the Companies Act, 2013, your directors, based on representation from operating management,and after due enquiry, confirm that:(a) in the preparation of the annual financial statements for the year ended March 31, 2015 the applicable accountingstandards have been followed;(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financialyear on March 31, 2015 and of the profit and loss of the Company for the financial year ended on that date;(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;(d) they have prepared annual accounts on a going concern basis; and,(e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively.CODES OF CONDUCTYour Company has adopted Codes of Conduct for its directors, and senior management and employees (“the Codes”).These Codes enunciate the underlying principles governing the conduct of the Company’s business and seek to reiterate thefundamental precept that good governance must and always be an integral part of the Company’s ethos.The Company has, for the year under review, received declarations from members of the board, and senior management andemployees, affirming compliance with the respec
Rajeev Dubey P. N. Shah Sudhir Mankad Raghunath Murti (till June 23, 2014) Dr. Punita Kumar-Sinha Parag Shah company secretary Abhishek Juvekar chief financial officer Jyoti Walunj audit committee Sudhir Mankad Chairman P. N. Shah Dr. Punita Kumar-Sinha nomination and remuneration committee Bharat Doshi Rajeev Dubey Sudhir Mankad Dr. Punita .
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