| The Directors have pleasure in placing before you their Sixty Ninth
Annual Report together with the Audited Financial Statements for the
year ended March 31, 2015. The Management Discussion and Analysis is
also included in this Report.
Economic Overview:
The global economy grew at 3.5% in 2015. The growth in 2014-15 was led
by advanced economies particularly the US. Key factors which shaped the
global economy were decline in prices of oil and other commodities,
easy monetary policy followed by central banks globally in a bid to
boost inflation and growth, slowdown in China and geopolitical risks
The Indian economy, after a prolonged period of sluggish growth
displayed some initial recovery signs during financial year 2014-15,
largely attributed to an improved rnacroeconomic environment and
pro-growth economic reforms initiated by the new government at the
centre. Despite this, the investment climate remained subdued during
2014-15. It appears the reform process would take some more time to
gain ground. Industrial demand was weak and capacity utilisation
remained low across the sectors.
Against this back ground, the performance of your Company during
2014-15 is presented in the following paragraphs.
1. FINANCIAL RESULTS AND APPROPRIATIONS
Year Ended Previous Year
March 31,2015 March 31,2014
(Rs,Lacs) (Rs.Lakhs)
Profit/ (Loss) before Interest,
Depreciation & Exceptional
Items 133.00 (14.29)
Interest 0.02 3,55
Depreciation, etc 32.25 28.04
Profit/(Loss) before Taxation 100.73 (45.88)
Prior Year Adjustments 11.70 0.25
Provision for Taxation 4.90 3.34
Deferred Tax (22.77) (28.31)
Net /Profit/(Loss)
after Taxation 130.30 (20.67)
Balance b/f from Previous Year 3037.80 3058.47
Total Available 3168.10 -
Transferred to General Reserve 3168.00 -
Carried forward 0.10 3037.80
With a view to conserve the financial resources of the Company no
dividend is being recommended.
2. OPERATIONS
During the year under review, revenue from operations of the Company
was higher by 16.34% at Rs. 365.86 lacs as against 314.47 lacs in the
previous year. The profit before tax significantly rose to Rs. 100.73
lacs as compared to the loss ofRs. 45.88 lacs recorded last year. Net
profit after tax stood substantially higher at Rs.130.30 lacs.
The Company is hopeful for a better year ahead.
As reported last year the Company's factory at Sarigam, Gujarat resumed
manufacturing activities in April 2014. The plant has since stabilized
its operations. It is presently engaged in doing job work.
No material changes and commitments have occurred after the close of
the year till the date of this report which might affect the financial
position of the Company.
3. DIRECTORS
a) At the 68th AGM held on 30.09.2014, Mr B.L.Jatia was reappointed as
the Managing Director of the Company for a period of 3 years w.e.f.
1.4.2014.
b) Ms Smita Jatia was appointed as a Director at the 68th AGM held on
30.9.2014,
c) Mr Om Prakash Aduk,a retires by rotation at the ensuing Annual
General Meeting but being eligible offers himself for re-appointment.
d) Mr Dharmendra Agarwal who is proposed to be appointed as an
Independent Director possesses the requisite expertise and knowledge
and is qualified for appointment as an Independent Director.
e) Board Evaluation
The Randi has carried out an annual evaluation of its own performance,
of the directors individually as well as of the independent SeoSf The
performance eosin of non-independent directors was also carried out by
the independent directors at a separate meeting. The directors
expressed satisfaction with the evaluation process and the results.
f) Declaration by Independent Directors
Necessary declarations have been obtained from each independent
director under Section 149(7) of the Companies Act. 2013 (the Act) that
he meets the criteria of independence laid down in Section 149 (6) of
the Act.
g) Meetings
During the year six board meetings were convened and held.
4. CHIEF FINANCIAL OFFICER name
Mr Narendra Abhichandani was appointed as the Chief Financial Officer
of the Company w.e.f. 01.06.2014.
5. AUDITORS
M/s GMJ & Co., Charted Accountants (Firm Registration No.103429W)were
appointed as statutory Auditors of the company at the last Annual
General MEETING FOR A PERIOD OF FIVE YEARS SUBJECT TO RATIFICATION BY
MEMBERS AT EVERY SUBSEQUENT ANNUAL GENERAL MEETING RATIFICATION OF
THEIR APPOINTMENT IS THEREFORE BEING SOUGHT FROM MEMBERS OF THE COMPANY
AT THE ENSUING Annual General Meeting .
6. AUDITORS'REPORT
The Auditors' Report does not contain any reservation, qualification or
adverse remark.
7. SECRETARIAL AUDIT Pursuant to provisions of section 204 of the Act
and the companies (Appointed and remuneration of Managerial Personnel
Rules 2014 the company has appointed Mr, shailesh kachhalia a company
secretary in practice (C.P. No. 3888) to undertake the sectarian Audit
of the Company The Secretarial Audit Report for the financial year
ended 31st March, 2015 ,s annexed hereto as Annexure I .
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
8. LOANS GUARANTEES OR INVESTMETNS
Particulars of loans given and investments made are given in the notes
to the financial statements. No guarantees/securities were provided to
other bodies corporate during the financial year.
9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/tractions entered into by the company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis During the year
company had not entered into any contract arrangements/transactions
with related parties which could be considered material in accordance
the policy of the company on materiality of related party transactions.
10. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy technology absorption and foreign
exchanges and outgo as required by section 134(3) (m) of the Act, read
with Rule 8 of the Companies (Accounts) Rules, 2014 ,s given in
Annexure II to this report.
11. INTERNAL FINANCIAL CONTROL
The Company has in place internal financial control systems
commensurate with its size and nature of operations to ensure proper
recording of financial and operational of financial and operational
information and compliance of Based on the report of the internal
auditor respective departments undertake corrective action in their
respective areas and thereby strengthen the controls significant audit
observation and corrective actions thereon are presented to the audit
committeee of the Board.
12.RISK MANAGEMENT
The Audit Committeee has been delegated the responsibility of
developing, implementing and monitoring a risk management plan and
identifying, reviewing and mitigating all elements of risk which the
Company may be exposed to.
13. NOMINATION AND REMUNERATION COMMITTEEE
A Remuneration committeee has been constituted with Mr N S Karnavat as
chairman and M/s Hasmukh Gandhi and Tushar G Agarwal as members under
the companies Act, 1956 keeping in view the new provisions of the Act,
the Board has renamed the said committeee as nomination and Remuneration
committeee retaining the same members in the committeee. on etc., is
attached as Annexure III
The Company policy on directors appointment and remuneration III and
forms part of this report.
14. CORPORATE SOCIAL REPONSIBILITY
None of the three criteria specified in section 135(1) of the Act
relating to constitution of a CSR Committeee ,s applicable to the
Company and as such is not required to be complied with.
15. AUDIT COMMITTEEE
An Audit committeee was constituted by the Board at its meeting held on
6th may 2014 comprising Mr Hasmukh Gandhi as chairman and M/S Narendra
Karnavat Mr, Tushar Agarwal and Mr, O P Adukia as members with the
company secretary Ms Smita Tambe as secretary.
During the year there were no instances where the Board had not
accepted the recommendations of the Audit Committeee. The Company has
also put in place a vigil mechanism for directors and employees to
report their concerns/grievances etc. to the Audit Committeee which
oversees the functioning of such mechanism.
16. SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company has no subsidiary, joint venture or associate.
17. PARTICULARS OF EMPLOYEES
a. Prescribed particulars of employees required under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are attached as Annexure - IV and form part of this report.
b. There are no employees covered by Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
18. EXTRACT OF ANNUAL RETURN
An extract of the Company's Annual Return in form MGT-9 is annexed
hereto as Annexure V.
19. CORPORATE GOVERNANCE
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement has been attached and forms part of this Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(3)( c) read with Section 134(5)
of the Act, your Directors state that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) The directors have selected accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period ;
(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Act for safeguarding assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) The directors have prepared the annual accounts on a going concern
basis;
(e) The directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and were operating effectively; and
(f) The directors have devised proper systems to ensure compliance with
provisions of all applicable laws and such systems are adequate and
operating effectively.
21. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions covered by
these items during the year under review:
1. Details relating to Deposits covered under Chapter V of the Act;
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise;
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme;
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the Company's going concern status and
operations in the future.
Your directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENTS
The Board sincerely thanks all stakeholders for their continued
support.
For and on behalf of the Board
Banwari Lai Jatia Om Prakash Adukia
Dated: 12th August, 2015 Managing Director Director
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