| The Directors have pleasure in presenting the Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars 2014-15 2013-14
Sales & Income form operation 4399.44 3904.06
Other Income 24.56 33.58
Profit before Financial cost , Depreciation 341.21 336.86
and Exceptional items & Tax (EBIDTA)
Interest 92.32 72.04
Depreciation 130.80 123.61
Profit before Tax 118.09 141.21
Provision for Taxation
Current tax 23.62 36.14
Mat Credit -20.99 -3.48
Deferred Tax -6.98 -7.25
Profit after Tax 122.44 115.80
Taxation for previous year -8.06 19.05
profit available for appropriation 130.50 96.75
Dividend on Equity & Pref. Shares - -
Transfer to General Reserve
OPERATIONS
The company has posted a satisfactory performance for the year under
review. Income from operation of the company has increased from
Rs.3904.06 Lacs to Rs. 4399.43 Lacs. EBIDTA has been increased from
Rs.336.86 Lacs to Rs. 341.21 Lacs and Net profit after Tax has been
increased from Rs.96.75 Lacs to Rs.130.50 Lacs in comparison to last
year. Our earning per shares stand at Rs.8.70 and Book Value per Shares
at Rs.121.46 (Based on equity shares) as on 31st March, 2015.
DIVIDEND
The Board of directors do not recommended to declare dividend during
the year due to ploughing back the profit to be utilized in the setting
up new modification cum expansion programs and general corporate
purposes.
DEPOSITORY SYSTEM
As members are aware, the company's shares are compulsorily tradable in
the electronic form. As on March 31, 2015 almost 78.11% of the
Company's total paid-up capital representing 15,00,000 shares were in
dematerialized form. In view of the numerous advantages offered by the
Depository system, members holding shares in physical mode are advised
to avail of the facility of dematerialization on either of the
Depositories.
FIXED DEPOSITS
The Company has not invited deposits from public in accordance with the
Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58
A of the Companies Act, 1956) .
DIRECTORS
Mr. Rakesh Kumar Somani (DIN No.: 00274613), Director of the company,
would retire by rotation at the ensuing Annual General Meeting and he
has shown his unwillingness to get reappointed. Accordingly at the
conclusion of AGM he will cease to be a director.
Mr. Raj Kumar Somani, Mr. Ritesh Kumar Somani and Mr. Manish Kumar
Somani has been appointed as Executive Director of the company w.e.f.
01.04.2015 subject to the approval of members in the ensuing Annual
General Meeting to be held on 30.09.2015.
DETAILS OF COMMITTEE DIRECTORS
The Committee shall comprise of at least two non-executive directors.
The Board may appoint the Chairperson of the Committee whether
executive or non-executive as member of this committee.
Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors and Stakeholders
Relationship/Grievance Committee of Directors, number of meetings held
of each Committee during the financial year 2014-15 and meetings
attended by each member of the Committee as required under the
Companies Act, 2013 are provided in Corporate Governance Report and
forming part of the report.
AUDITORS
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules, 2014, the
Members, at the 27th Annual General Meeting of the Company held on
September 30, 2014, appointed M/s. B. Chordia & Co., Chartered
Accountants, (ICAI registration no.: 121083W) as Statutory Auditors of
the Company to hold the office until the conclusion of the next Annual
General Meeting of the Company. Members are requested to re-appoint
them at the Annual General Meeting.
b) Secretarial Auditors
M/s. Dhiren R. Dave, Practising Company Secretaries (CP No. 2496,
Membership No. 4889) were appointed as Secretarial Auditor, to conduct
secretarial audit of the company for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended 31 March, 2015 is
annexed herewith and forms part of the Annual Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
The Board has re-appointed Dhiren R. Dave, Practising Company
Secretaries, as secretarial auditors of the Company for the financial
year 2015-16.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Clause 49 (VIII) (D) of the Listing Agreement with the
Stock Exchanges, the Management Discussion and Analysis Report for the
FY 2014-15 duly reviewed by Audit Committee and approved by Board forms
part of this Report.
PERSONNEL AND RELATED DISCLOSURES
The Board of Directors wishes to express their appreciation to all the
employees for their outstanding contribution to the operations of the
company. Pursuant to the provisions of the Companies (Appointment &
Remuneration of managerial personnel) rules 2014, no employee is
drawing remuneration in excess of the prescribed limits. Your company
also appreciates that revenue and profit growth cannot take place
without the right equality of people. To that effect, your company has
undertaken a series of measures that ensures that the most appropriate
people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in Annexure forming part of the Annual Report.
INTERNAL CONTROL SYSTEM
Your Company has a well established Internal Control system to ensure
an effective internal control environment that provides assurance on
the efficiency of conducting business, including adherence to the
Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosures. The Internal Auditor certifies on the assurance of
adequacy of Internal Control System on quarterly basis which are
regularly reviewed by the Audit Committee. Independence of the audit is
ensured by the direct reporting of internal audit function to the Audit
Committee of the Board.
INDUSTRIAL RELATIONS
The Company continued to maintain harmonious and cordial relations with
its workers in all its businesses during the year under report. Your
company firmly believes that a dedicated work force constitute the
primary source of sustainable competitive advantage.
RISK MANAGEMENT
Risk Management is the systematic process of understanding, measuring,
controlling and communicating organization's risk exposures while
achieving its objectives. The company's risk management policy stems
from a philosophy of pursuing sustainable growth and creating economic
value while calibrating and mitigating risks. The Board of Directors
regularly review risks and threats and takes suitable steps to
safeguard its interest and that there is no element of risk identified
that may threaten the existence of the Company.. The focus shifts from
one area to another area depending upon the prevailing situation. The
Risk Management Policy has been reviewed and found adequate to the
requirements of the Company by independent firms of Chartered
Accountants and approved by the Board. A detailed report on significant
risks and mitigation is forming part of Management's Discussion and
Analysis.
INSURANCE
All the properties of the Company including buildings, plant and
machineries and stocks have been adequately insured.
EMPLOYEE STOCK OPTION
The company has not issued any Employee Stock Option.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause
32 of the Listing Agreement with the stock exchanges forms part of the
Annual Report.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
All contracts/ arrangements/ transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on an arm's length basis. Such transactions form part of
the notes to the financial statements provided in this Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by SEBI. The Report on Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms integral part
of this Annual Report.
i) The Company has complied with all the mandatory provisions of Clause
49 of the Listing Agreement relating to the Corporate Governance.
ii) Pursuant to Clause 49 of the listing agreement with
Stock-Exchanges, Corporate Governance Report and Auditors Certificate
regarding compliance of conditions of Corporate Governance and a
Management Discussion and Analysis Statement as stipulated under Clause
49 of the Listing agreement forms integral part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:
(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 judgements 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.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013, Independent
Directors of the Company have made a declaration confirming the
compliance of the conditions of the independence stipulated in the
aforesaid section.
WHISTLE BLOWER MECHANISM
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 behaviour,
the Company has adopted a Vigil mechanism/Whistle Blower Policy.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Nomination & Remuneration Policy
The Nomination and Remuneration Committee and this Policy shall be in
compliance with Section 178 of the Companies Act, 2013 read along with
the applicable rules thereto and Clause 49 under the Listing Agreement
(as may be amended from time to time). Emphasis is given to persons
from diverse fields or professionals.
a) Ability to contribute and monitor our corporate governance
practices.
b) Ability to contribute by introducing international practices to
address top-management issues.
c) Active participation in long-term strategic planning.
d) Commitment to the fulfilment of a director's obligations and
fiduciary responsibilities.
KEY MANAGERIAL PERSON
Mr. Raj Kumar Somani who is Managing Director (Executive), Mr. Manish
Kumar Somani , the Executive Director and Chief Financial Officer who
have been appointed before commencement of the Companies Act, 2013 are
the Key Managerial Personnel of the company.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities and Shareholders during the
year under review. Your Directors wish to place on record their deep
sense of appreciation for devoted services of the Executives, Staff and
workers of the Company for its success.
On behalf of the Board of Directors
Sd/-
Place : Surat Mahesh Kumar Somani
Dated : 14.08.2015 Chairman |