| The Directors have pleasure in presenting before you the 22nd Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015.
FINANCIAL RESULTS
The financial results of the Company for the period under review as
compared to the previous year are summarized below:
Particulars Financial year
ended 31 March, Financial year
ended 31 March,
2015 2014
Total Income 19,64,37,797 18,64,31,454
Profit before depreciation and 3,27,20,777 3,71,26,358
taxation
Depreciation 2,90,25,685 3,42,25,931
Profit before tax
Taxation (including Deferred (11,17,5890) 50,30,129
Taxation and Short/Excess
Provision for Earlier year)
Profit /loss after Tax 4,89,49,50 (21,29,702)
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review is Rs. 19, 64, 37,797/-
as against Rs. 18, 64, 31,454/- in the previous year. The company gain
profit of Rs. 4, 89, 49, 50/- as against the loss of Rs. (21, 29,702)/-
in the previous year.
DIVIDEND
Based on Company performance, the Directors are unable to recommend
dividend due to inadequate profits.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitment affecting the financial
position of the Company occurred between the end of the financial year
of the Company to which the financial statement relates and the date of
report.
CHANGES IN NATURE OF BUSINESS: There is no change in nature of
business.
ECONOMIC SCENARIO AND OUTLOOK
India is set to become the world's fastest-growing major economy by
2016 ahead of China, the International Monetary Fund (IMF) said in its
recent latest forecast. India is expected to grow at 6.3 per cent in
2015, and 6.5 per cent in 2016 by when it is likely to cross China's
projected growth rate, the IMF said in the latest update of its World
Economic Outlook.
The government, engineering an economic rebound with a slew of reforms,
has unveiled a new statistical method to calculate the national income
with a broader framework that turned up a pleasant surprise: GDP in the
past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per
cent.
The International Monetary Fund (IMF) and the World Bank in a joint
report have forecasted that India will register a growth of 6.4 percent
in 2015, due to renewed confidence in the market brought about by a
series of economic reforms pursued by the government.
STATE OF COMPANY'S AFFAIRS
The Company is engaged in the manufacturing of Salt and is one of the
top most leading manufacturers in Rajasthan. The Company operates in
only single segment unit. During the year, the Company recorded a
tumover of Rs.1792.91 lakhs. (Prev. year Rs.1674.22 lakhs) registering
a growth of 7.08% over the previous year and earned a cash profit of
Rs.339.20 lakhs. Profit after Tax (PAT) for the year was Rs. 48.95 (in
lacs) with a growth of 329.84 % in comparison to the previous year's
loss i.e. Rs. 21.29(in lacs).
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility are not attracted to the company yet the Company
has been, over the years, pursuing as part of its corporate philosophy,
an unwritten CSR policy voluntarily which goes much beyond mere
philanthropic gestures and integrates interest, welfare and aspirations
of the community with those of the Company itself in an environment of
partnership for inclusive development.
HUMAN RESOURCES
The well disciplined workforce which has served the company for three
decades lies at the very foundation of the company's major achievements
and shall well continue for the years to come. The management has
always carried out systematic appraisal of performance and imparted
training at periodic intervals. The company has always recognized
talent and has judiciously followed the principle of rewarding
performance.
BUSINESS RISK MANAGEMENT
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion.
Therefore, in accordance with clause 49 of the listing agreement the
Board members were informed about risk assessment and minimization
procedures after which the Board formally adopted steps for framing,
implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations,
competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities. Business risk,
inter-alia, further includes financial risk, political risk, fidelity
risk, legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
AUDITORS
1. STATUTORY AUDITOR
M/s N. Kataria & Associates (ICAI Firm Registration Number: 014941C),
Chartered Accountants, Jaipur, has been appointed as Statutory Auditors
of the company at the Last Annual General Meeting held on 30.09.2014
for the period of three years subject to rectification by members at
every consequent Annual General Meeting. Therefore, rectification of
appointment of Statutory Auditors is being sought from the members of
the Company at the ensuring AGM.
2. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Naredi Vinod &
Associates (CP No 7994, FCS 20453), Company Secretaries to undertake
the Secretarial audit of the company for the Financial year 2014-15.
The Secretarial Audit Report is annexed herewith as 'annexure1'.
3. INTERNAL AUDITOR
Ms. Chandni Jain, Chartered Accountant (Category Individual) Having
Membership Number 421132 performs the duties of Internal Auditors of
the company and their report is reviewed by the audit committee from
time to time.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Appointment/Re-Appointment of Directors
Mr. Sanjay Sarna is appointed as Additional Director of the Company
w.e.f 23.12.2014.
(b) Directors:
In terms of the Articles of Association of the Company, Mr. Sanjay
Sarna retires at the ensuing Annual General Meeting, being eligible,
offered himself for re-appointment. Your Directors recommend the above
re-appointment.
(b) Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, and
Article No. 89 of Articles of Association of the Company, Mrs. Archana
Saboo retires by rotation at ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
(c) Resignation of Directors
Mr. Pradeep Saxena is resigned from the post of director w.e.f.
08.04.2015.)
(d) Key Managerial Personnel
- During the year, Ms. Kalpana Jhalani, Company Secretary, be and is
hereby appointed as the Compliance Officer of the Company as per Clause
47 (a) of Equity Listing Agreement entered with Stock Exchanges and as
per provisions of the section 203(ii) of the Companies Act, 2013 w.e.f.
18th December,2014 in place of Mr. Kapil Kumar Kumawat. Ms. Kalpana
Jhalani is an Associate member of the Institute of Companies
Secretaries of India.
- Pursuant to section 203(iii) of the Companies Act, 2013, Mr. Vishnu
Prakash Gagrani, was appointed as Chief Financial Officer of the
company w.e.f. February 26, 2015. Mr.Vishnu Prakash Gagrani is a
Commerce Graduate having with 15 years experience in finance and
accounts.
DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNAL
The information required under section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
1. REMUNERATION OF MANAGING DIRECTOR
Following are the details of the annual salary (payable monthly)
proposed to be paid to Mr. Girdhar Gopal Saboo Managing Director: -
Consolidated Salary including Perquisites and allowances, etc-
3000000/- (Rupees Thirty Lakhs only).
Basic Salary: 1, 60,000(Monthly)
Allowance: 90,000(Monthly)
He shall be entitled to receive the following:-
(a) Gratuity as per the rules of the Company, but not exceeding half a
month's salary for each completed year of service.
(b) Encashment of leave at the end of tenure.
(c) Provision of car for use on Company Business.
(d) Free landline telephone facility at residence along with free
mobile telephone facility. Long distance personal calls to be recovered
by the Company.
(e) She shall also be entitled to reimbursement of entertainment
expenses actually and properly incurred in the course of business of
the Company.
2. REMUNERATION OF WHOLE TIME DIRECTOR
Following are the details of the annual salary (payable monthly)
proposed to be paid to Mrs. Archana Saboo Whole Time Director: -
Consolidated Salary including Perquisites and allowances, etc- 300000/-
(Rupees Three Lakhs only). Basic Salary: 16,000(Monthly) Allowance:
9,000(Monthly)
She shall be entitled to receive the following:-
(a) Gratuity as per the rules of the Company, but not exceeding half a
month's salary for each completed year of Service.
(b) Encashment of leave at the end of tenure.
(c) Provision of car for use on Company Business.
(d) Free landline telephone facility at residence along with free
mobile telephone facility. Long distance personal calls to be recovered
by the Company.
(e) She shall also be entitled to reimbursement of entertainment
expenses actually and properly incurred in the course of business of
the Company.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The company's policy on Director's appointment and remuneration and
other details provided in section 178(3) of the Act has been disclosed
In Corporate Governance Report, which forms part of Directors Report.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6)
OF THE COMPANIES ACT, 2013
It is stated that pursuant to the Provisions of Companies Act, 2013 the
Declaration given by the Independent Directors meets the Criteria of
Independence as mentioned in the schedule IV of Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the Stock Exchange.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Ahemdabad,
Delhi, Calcutta and Mumbai Stock Exchange. The Company confirms that it
has paid the Annual Listing fees for the year 2015-16 to NSE and BSE
where the Company's are listed.
PARTICULARS OF EMPLOYEES
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 73 to
76 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure A".
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy is
explained in corporate governance report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as 'Annexure B'
to the Director's Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of the
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate report on Corporate Governance forms part of
the Annual Report of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3) (c) of the Companies
Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in Notes to the financial
Statements have been selected and applied consistently and judgment and
estimates have been made that arpe reasonable and prudent so as to give
a true and fair view of the state of affairs of the company as at March
31, 2015 and of the profit of the company for the year ended on that
date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities ;
d) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with provisions of all applicable
laws were in place and were adequate and operating effectively;
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual Return in form
MGT-9 is annexed herewith as annexure C.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
CODE OF CONDUCT
As the New Companies Act, 2013 has been made effective from 01st April,
2014 which replaces the erstwhile Companies Act, 1956 (to the extent of
notified sections) and the provisions of 149(8) requires that the Audit
Committee shall review and recommend to the Board for their approval,
the Code of Conduct for the Independent Directors. In this connection,
the draft Code of Conduct for Independent Directors was placed before
the Board along with the recommendations of the Audit Committee and the
same was approved by the Board in the Meeting held on May 18, 2015.
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on Companies website. Board Members and Senior Management Personnel
have affirmed Compliance with the Code for the Period 2014-15. A
separate declaration to this effect is made out in the Corporate
Governance Report.
The Company has adopted code of practices and procedures for fair
disclosures of unpublished price sensitive in information and code of
conduct as required under Regulation (8)(1) and Regulation (9)(1) of
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
ACKNOWLEDGMENT
Your Directors would like to expose their grateful appreciation for the
co-operation received from its Bankers, Government Authorities,
Customers, Vendors, Business Associates and Shareholders during the
year under review. Your Directors also wish to place in record their
deep sense of appreciation for the committed services of the executive,
staff and workers of the Company.
CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
CONCLUSION
Your Company's Board and employees are inspired by their vision of
sustaining of the Company as a dynamic and valuable Company through
world class performance, creating enduring value for all stakeholders,
including the shareholders and the Indian Society. The Company is
continuously engaged in upgrading strategic capability to effectively
address the challenge of growth in an increasingly competitive market.
The vision of enlarging your Company's contribution to the Indian
economy is manifest in the creation of unique business models that
foster international competitiveness. Propelled by this vision and
powered by the internal vitality, your Directors look forward to the
future with confidence.
For and on behalf of the Board of Directors
Date: 29th May, 2015 Sd/- Sd/-
Place: Jaipur SANJAY SARNA GIRDHAR GOPAL SABOO
(Director) (Managing Director) |