| Dear Members,
The Directors have pleasure in presentina the 33rd Board's Report of
your Company together with the Audited Statement
of Accounts and the Auditors' Report of your company for the financial
year ended, 31st March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars 2014-2015 2013-14
Gross Income 477.71 377.97
Profit Before Interest and Depreciation 31.03 16.04
Finance Charges (2.72) (2.36)
Gross Profit 28.31 13.68
Provision for Depreciation (9.11) (8.01)
Net Profit Before Tax 19.2 5.67
Tax Expenses (5.80) (1.55)
Net Profit After Tax 13.36 4.11
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
We are in active dialogue with Britannia, for whom we have worked for
24 years as a reliable and dependable supply chain partner of utmost
integrity, to give us sufficient volume at appropriate conversion rate
for us to be able to continue operating as we have. We seek a viable
commercial arrangement with Britannia.
CHANGE IN NATURE OF BUSINESS, IF ANY
Your Company continues to operate in same business segment as that of
previous year and there is no change in the nature of the business
DIVIDEND
In order to conserve the resources of the Company, the Board of
directors has not recommended any dividend for current year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of Directors proposed to carry nil amounts to General Reserve
Account CHANGES IN SHARE CAPITAL, IF ANY
There was no change in the share capital of the Company during the
year.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The Company has transferred an amount of Rs. 47493 of unclaimed
dividend for accounting year 2006-07 to Investor Education And
Protection Fund.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which this financial statement relate and on the date of this report.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held four Board meetings
of the Board of Directors as per Section 173 of Companies Act, 2013
which is summarized below. The provisions of Companies Act, 2013 and
listing agreement were adhered to while considering the time gap
between two meetings.
S Date of Meeting Board Strength No. of Directors Present
No.
1 29/05/2014 6 5
2 28/07/2014 6 5
3 04/11/2014 6 5
4 31/01/2015 6 5
AUDIT COMMITTEE
The role of the Audit Committee is in accordance with the Section 177
of the Companies Act, 2013 which shall include the following:
1) Oversight of the company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
2) The recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
3) Approval of payment to statutory auditors for any other services
rendered by them.
4) Reviewing, with the management, the annual financial statements
before submission to the board for approval, with particular reference
to:
a) Matters required tobe included in the Director's Responsibility
Statement to be included in the Board's report in terms of clause (C)
of sub-section 3 of section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons
for the same
c) Major accounting entries involving estimates based on the exercise
of judgment by management
d) Compliance with listing and other legal requirements relating to
financial statements
e) Disclosure of any related party transactions
5) Reviewing, with the management, the quarterly financial statements
before submission to the board for approval
6) Review and monitor the auditor's independence and performance and
effectiveness of audit process.
7) Evaluation of internal financial controls and risk management
systems.
8) Reviewing the adequacy of internal audit function and frequency of
internal audit.
9) Discussion with internal auditors any significant findings and
follow up there on
10) To oversee the vigil mechanism and review the functioning of the
whistle blower policy
11) Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee
The company's Audit Committee comprised of three non executive
directors. The board has accepted the recommendations of the Audit
Committee. The table sets out the composition and participation of the
member at the meeting of audit committee.
Name of director Designation No of meetings attended
Shri Virendra Shah Chairman 4
Shri Sushil P Shah Member 4
Shri Pradip P. Shah Member 2
NOMINATION AND REMUNERATION COMMITTEE
In terms of section 178 of the Companies Act, 2013, it is mandatory for
all listed companies to constitute a Nomination & Remuneration
Committee (N&RC) to take care of the nomination of Directors, KMP, etc.
and remuneration related matters of the Directors, KMPs and Employees,
etc.
The Terms of Reference of the Nomination & Remuneration Committee
include followings.
1) To identify persons who may be appointed in senior management and
shall carry out evaluation of every Director's performance.
2) To recommend to the Board a policy, relating to the remuneration for
the Directors, Key Managerial Personnel and other employees.
3) The Nomination and Remuneration Committee shall, while formulating
the policy ensure that:
a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
b) elationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
4) Regularly review the Human Resource function of the Company
5) Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time.
6) Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there
under.
REMUNERATION TO DIRECTORS
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the
General Meeting and such other authorities, as may be required. The
remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remunerationpaid for the year ended 31st March, 2015was as under:
Name of the Period of appointment Remuneration Approving
director (in lacs) authority
Shri Janak For period of five years
P. Shah with effect from 01/10/2014 10.13 32nd AGM
Shri S. R. For period of three years 33rd AGM
Kahar with effect from 01/10/2015 4.01 (ensuing)
Shri Nirav For period of five years
J Shah with effect from 01/10/2014 10.61 32nd AGM
TOTAL 24.75
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished here as
annexure 1.
STAKEHOLDER RELATIONSHIP COMMITTEE
The terms of reference of the Committee include reviewing and
redressing complaints from shareholders such as nonreceipt of annual
report, transfer of shares, issue of duplicate share certificates,
etc.; to oversee and review all matters connected with transfers,
transmissions, dematerialization, rematerialization, splitting and
consolidation of securities; to oversee the performance of the
Registrar and Transfer Agent and recommends measures for overall
improvement in the quality of investor services; and to perform any
other function, duty as stipulated by the Companies Act, Securities &
Exchange Board of India, Stock Exchanges and any other regulatory
authority or under any applicable laws, as amended from time to time.
Committee met four times during FY 2014-15 i.e. 29/05/2014, 28/07/2014,
04/11/2014 and 31/01/2015. The Composition of the Stakeholders
Relationship Committee and details of Members participation at the
Meetings of the Committee are as under:
Name Position No of meetings attended
Shri Virendra Shah Chairman 4
Shri Janak P Shah Member 4
In addition, Details of Shareholders' Complaints received during the
year are as follows:
Particulars No. of Complaints
Investor complaints pending
as at April 1,2014 0
Investor complaints received
during the year ended on March 31,2015 0
Investor complaints resolved
during the year endedMarch 31,2015 0
Investor complaints pending
as on March 31,2015 0
Share transfer committee
The Stakeholder relationship committee has delegated power of approving
transfer of securities to ShriJanak P Shah and ShriNirav J Shah. The
Committee, inter alia, reviews and approves the transfer/ transmission/
D-mat of equity shares as submitted by BigShare., the Registrar &
Transfer Agent of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern
basis; and
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS AND KMP
In accordance with the Articles of Association of the Company and
pursuant to the provisions of Section 152 of the Companies Act,
2013,Shri Janak. P. Shah(DIN- 01880079) and Shri Sushil P. Shah
(DIN-02529990) would retire by rotation at the ensuing AGM and being
eligible, offers himself for reappointment.
The term of the Shri Shrichand Kahar as Director is Expiring on
30/09/2015. On recommendation of Nomination & Remuneration Committee.
Your Directors recommend to approve his reappointment as Director for
further period of 3 years on a remuneration as specified in the Notice
calling Annual General Meeting.
During the current financial year the following changes have occurred
in the constitution of directors of the company:
Mrs. Pushpa Janak Shah holds the position till this AGM. The Board has
issued the notice for her reappointment and recommends her resolution
for the approval of the shareholders at AGM.
The Board has identified the following officials as Key Managerial
Personnel pursuant to Section 203 of the Companies Act, 2013:
1. Mr.Nirav J. Shah- Managing Director & CEO
2. Mr. Janak P. Shah - Chief Financial Officer
INDEPENDENT DIRECTORS AND DECLARATION
Mr. Virendra Shah has been appointed as the independent director of the
company as per Section 149(10) of the Companies Act, 2013 on 20/09/2014
for a term of 5 (Five) consecutive years on the Board of the Company.
The Board of Directors of the Company hereby confirms that the
Independent director duly appointed by the Company has given the
declaration and he meet the criteria of independence as provided under
section 149(6) of the Companies Act, 2013.
AUDITORS AND REPORT THEREON
M/s Dinesh R Shah & Co., Chartered Accountants, Ahmedabad retire at the
ensuing Annual General Meeting and, being eligible; offer themselves
for reappointment for a period of two years from the conclusion of this
Annual General Meeting [AGM] till the conclusion of 35th AGM
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
SECRETARIAL AUDIT REPORT
The company has appointed M/s Pinakin shah & Co., Practicing Company
Secretary as secretarial auditor to conduct audit under section 204 of
the Companies Act, 2013.
There are qualifications or adverse remarks in the Secretarial Audit
Report which require clarification/ explanation.
Sr Remarks Explanation
no.
1 Non-compliance of regulation The website was under maintenance
54 of the listing agreement- at the time of secretarial audit.
2 Non-compliance of section 149 The Company had two independent
(4) of the Companies Act,2013. directors till October, 2014. Our
-appointment of independent Company falls in the category of
director small Company and it is our
endeavor to appoint Independent
Director as early as possible.
3 Schedule IV of the Companies As there is one Independent
Act, 2013. - Meeting of Director there was no separate
Independent Director. meeting of Independent Director
was held.
4 Non-compliance of section 203 No Company Secretary likes to
of the Companies Act, 2013. join Small Scale Industry (SSI)
- Appointment of Company Company
Secretary
5 Non-compliance of Section 177 The Company has constituted audit
and 178 of the Companies Act, committee and nomination &
2013 as Company does not have remuneration committee with three
required independent directors. non-executive directors.
6 Non-compliance of Clause 41 Notice convening the Board
(III) of the listing agreement Meeting were sent to BSE as per
listing agreement and was
uploaded on the website.
The Secretarial Audit Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal. DEPOSITS
The company has not accepted any deposits during the year LOANS,
GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable
RELATED PARTY TRANSACTIONS
The Company has not entered into any Related Parties Transactions as
defined under Section 188 of the Companies Act, 2013 with related
parties as defined under Section 2 (76) of the said Act.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
A. Conservation of energy
a) The Company has not made any investment for (energy conservation)
and taken any specific measures to reduce energy cost per unit.
However, it intends to conserve energy for future generation.
B. Technology absorption
There is no research and development activity carried out by the
Company.
C. Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The risks are classified
as financial risks, operational risks and market risks. The risks are
taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and
the actions taken to manage them. The Company has formulated a policy
for Risk management with the following objectives:
* Provide an overview of the principles of risk management
* Explain approach adopted by the Company for risk management
* Define the organizational structure for effective risk management
* Develop a "risk" culture that encourages all employees to identify
risks and associated opportunities and to respond to them with
effective actions.
* Identify access and manage existing and new risks in a planned and
coordinated manner with minimum disruption and cost, to protect and
preserve Company's human, physical and financial assets.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration Committees.
A separate exercise was carried out to evaluate the performance of
individual Directors includingthe Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, the company
has established Vigil Mechanism for directors and employees to report
genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present
policy for establishing the vigil mechanism/ Whistle Blower Policy to
safeguard the interest of its stakeholders, Directors and employees, to
freely communicate and address to the Company their genuine concerns in
relation to any illegal or unethical practice being carried out in the
Company.
INTERNAL CONTROL SYSTEM
The Company has in place, adequate systems of Internal Control to
ensure compliance with policies and procedures. It is being constantly
assessed and strengthened with new / revised standard operating
procedures and tighter Information Technology controls. Internal audits
of the Company are regularly carried out to review the Internal Control
Systems.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial control is in place commensurate with the size of
the Company
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-2
herewith for your kind perusal and information.
SHARES
BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
BONUS SHARES
No Bonus Shares were issued during the year under review.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
SHARES IN SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year: Nil
ii. Number of shareholders who approached issuer for transfer of
shares from suspense account during the year: Not Applicable
iii. Number of shareholders to whom shares were transferred from
suspense account during the year: Not Applicable
iv. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year: Nil
v. That the voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the beginning of the year Nil
ii. Number of shareholders who approached the issuer for transfer of
shares from the Unclaimed Suspense Account during the year: Not
Applicable
iii. Number of shareholders to whom shares were transferred from the
Unclaimed Suspense Account during the year: Not Applicable
iv. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the end of the year: Nil
MATERIAL VARIATIONS
The material variations between the projections and the actual
utilization/profitability are as follows: Nil CODE OF CONDUCT
The Code of Conduct for all Board members and Senior Management of the
Company have been laid down and are being complied with in words and
spirit.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
No orders were passed by the regulators or courts or Tribunals
impacting the going concern status and company's operation in future.
ACKNOWLEDGEMENT
The Board places on record their appreciation of the support of all
stakeholders.
Place: Ahmedabad By order of the Board
Date: 01/08/2015
Registered office: Mr. Janak P shah
Chhatral, Kalol-Mehsana Highway, Vice Chairman
Taluka - Kalol, Gandhinagar- 382729 DIN: 01880079 |