| We present our Annual Report of the Company with the audited statement
of accounts for the year ended 31 st March, 2015.
1. FINANCIAL RESULTS
2014-15 2013-14
Gross Profit/(Loss) 2,12,64,496 86,09,802
ADDITIONS/DEDUCTIONS
Depreciation 55,74,049 55,11,006
Profit /Loss before Taxation 1,56,90,447 30,98,796
Less: Provision for Tax 24,00,000 1,00,000
Profit/(Loss) after taxation 1,32,90,447 29,98,796
Balance brought forward (90,48,424) (1,20,47,220)
Profit/(Loss) dealt with as under 42,42,023 (90,48,424)
Less: Transferred from Assets (7,73,177) 0
Surplus/(Deficit) carried to
Balance Sheet 34,68,845 (90,48,424)
2. PERFORMANCE
Your Directors are glad to inform that the Company has been able to
wipe out its accumulated losses during the current year. The Company has
achieved Revenue from Operations of Rs. 5484.08 lacs during the current
financial year as against Rs. 4097.09 lacs in the previous year i.e. an
increase of 34%. Profit after Tax has also increased to Rs. 132.90 lacs
in the current year as against Rs. 29.99 lacs in the previous year.
Power is a major cost input. The company has entered bilateral
agreements which resulted into reduction of cost of Power by 15%
approximate.
3. DIVIDEND
Looking to the growing working capital requirements, the Directors do
not propose dividend for the year.
4. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3) of the Companies Act, 2013 your
Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March31, 2015 and of the profit of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud 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 which are
adequate and are operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively
5. DISCLOSURE REQUIREMENTS
As per Clause 49 of the Listing agreement entered into with the stock
exchange, corporate governance report with auditor's certificate
thereon and management discussion and analysis are attached in
Annexure-I, which forms part of the report.
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the listen agreement with stock exchange.
6. CURRENT OUTLOOK
The economy is gaining ground. Steps taken by the Central Government to
uplift the industry like simplifying labor laws, introducing GST,
phase wise reduction of corporate taxes, etc will all provide positive
environment. The Company intends to increase the quantum of power
purchase through bilateral route. The Local Body Tax in Solapur is
proposed to be abolished from August 2015 which will also help in
better growth. The value added products initiated during the year
should give result on long term basis.
The Management is confident to further improve the productivity, sales
and profitability in the current year and onwards.
7. DIRECTORS :
During the year under review, the members approved the appointments of
Smt. Rekha Thirani as a Non-executive Non-Independent Director who is
liable to retire by rotation and of Shri S.K.Somany,and Shri
E.A.K.Faizullabhoy as Independent Directors for 5 consecutive years for
a term up to the conclusion of the 111th Annual General Meeting in the
calendar year 2019. The members have also reappointed Shri N.R.Damani
liable to retire by rotation. The members have also appointed Shri
Rajesh Damani as Joint Managing Director Shri N. R. Damani , Joint
Managing Director, subsequently resigned from the office of Joint
Managing Director and also from the office of Director w.e.f. 31st
October,2014 . The Board places on record his contribution towards the
working of the Company since his appointment on the Board on 2nd May
1978. The Board also recalled about his strenuous efforts during the
difficult times of the Company by settling the dues of various
creditors, getting the incentives sanctioned and bringing out the
Company from the purview of B.I.F.R. and in the process making the
Company virtually debt free.
8. INSURANCE
Your Company's Buildings, Plant and Machinery, Tool, Electrical
installations, Stock in Process, Finished Goods and Raw Materials have
been adequately insured.
9. PUBLIC DEPOSITS
The Company has not taken any Fixed Deposit from the Public.
10. Number of meetings of the Board
Four meetings of the Board were held during the year. For details of
the meetings of the Board, please refer to the corporate governance
report, which forms part of the report.
11. Declaration of Independence
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2103 read with the
Schedules and rules issued there under as well as Clause 49 of the
listing Agreement.
12. Board evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and exchange Board of India ("SEBI") under
clause 49 of the listing Agreements.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board process,
information and functioning etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such
as the composition of committee, effectiveness of committee meetings,
etc.
The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of the individual directors to the board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings etc.
in addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent directors, performance of non
independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
13. Policy on directors' appointment and remuneration and other
details The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors.
14. Internal financial control systems and their adequacy
The Board of Directors of the Company has laid down adequate internal
financial controls which are operating effectively. During the year
policies and procedures are adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, safeguarding of its assets, the prevention and
detection of its frauds and errors, the accuracy and completeness of
the accounting records and the timely preparations of reliable
financial information.
15. Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
16. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, Mittal & Associates, Chartered Accountants were
appointed as statutory auditors of the Company from the conclusion of
the one hundred and sixth annual general meeting (AGM) of the Company
held on 18th September till the conclusion of the one hundred and ninth
AGM to be held in the year 2017, subject to ratification of their
appointment at every AGM.
17. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013,
The Company has appointed Mr. Virendra Bhatt, Practicing Company
Secretary as the Secretarial Auditor of the Company for the year
2014-15
18. Auditors report and secretarial auditors reports
The auditors' report and secretarial auditors reports does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure II which forms part of this
report.
19. Risk management
The Board of the Company has formed a risk management committee to
frame, implement and monitor risk management plan for the Company. The
committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risk and controls . Major risks
identified by the businesses and function are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the management discussion and analysis which form part of
this report.
20. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
21. Transactions with related parties
All transactions entered into with the related parties as defined under
the Companies Act, 2013 and Clause 49 of the listing Agreement during
the financial year were in the ordinary course of business and on arm's
length basis and do not attract the provisions of Section 188 of the
Companies Act, 2013. There were no material related transactions during
the year. Thus disclosure in Form AOC-2 is not required.
22. Corporate social responsibility
The Company does not meet the criteria fixed for the Corporate Social
Responsibility (CSR) under Section 135 of the Companies Act and as such
there is no report on corporate Social responsibility during the year
23. Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure III in the prescribed Form MGT-9 which
forms part of this report.
24. Subsidiary/Associate Company
The Company does not have any subsidiary, joint venture or associate
company at the beginning, during the year or at the closing of the year
25. Particulars of employees
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:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year.
Name of the
Director Salary Perquisite Sitting Fees Total Median
Remunera-
tion
Shri P.R.
Damani 672000 192850 -- 854850 126670
Shri N.R.
Damani * 352800 94500 -- 447300 126670
Shri
Rajesh
Damani ** 302400 81000 1500 384900 126670
Shri E.A.K.
Faizull
abhoy -- -- 750 750 126670
Shri S.K.
Somany -- -- 3000 3000 126670
Shri
Kiranbhai
J Shah -- -- 2250 2250 126670
Smt. Rekha
Thirani -- -- 750 750 126670
Shri
Balkishan
M Mohta -- -- 3000 3000 126670
Name Ratio
Shri P.R. Damani 1:7
Shri N.R. Damani * 1:4
Shri Rajesh Damani ** 1:3
Shri E.A.K.Faizullabhoy 1:0.006
Shri S.K.Somany 1:0.024
Shri Kiranbhai J Shah 1:0.018
Smt. Rekha Thirani 1:0.006
Shri Balkishan M Mohta 1:0.024
Shri Bipinbhai M Patel 1:0.006
*Resigned w.e.f. 31-10-2014
**Sitting Fee pertains to the period when Shri Rajesh Damani was not
Joint Managing Director
b. The percentage increase in remuneration of each director , CEO, CFO
During the year Board has not increased the remuneration of any
Executive Director or sitting fees to Non- Executive Directors.
c. The percentage increase in the median remuneration of employee in
the financial year: 14%
d. The number of permanent employees on the rolls of Company: 177
e. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average, employees received an annual increase of 10%. The
individual increments varied from 6% to 18% based on individual
performance.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial
personnel (KMP)in FY 15(Rs.) 2365860
Revenue (Rs.) 548407683
Remuneration of KMPs (as % of revenue) 0.41
Profit before Tax (PBT) (Rs. Crores) 15690447
Remuneration of KMP(as % of PBT) 14.32
g. Variations in the market capitalization of the Company, price
earnings ratio as the closing date of the current financial year and
previous financial year.
Particulars March31,2015 March31,2014 % change
Market capitalization
(Rs.) 131591803 113742915 15.69
Price Earnings Ratio 9.89 37.79 (73.83)
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Your Company is listed in the BSE before Independence and in 1993 when
the Company came out with the Public Offer due to substantial gap it is
not justifiable to provide percentage change as on today's price.
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 10% However during the course of
the year, the total increase is approximately 14% after accounting for
promotions and other event based compensation, revised increase in the
managerial remuneration for the year was 6.5%
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company who draw more than Rs. 5 lacs
p.a.
Mr.J.M.Adhia, Mr.Vijay Katare,
President Vice President
Remuneration in FY 15(Rs. 1178900 1067875
Revenue 548407683 548407683
Remuneration as % of
revenue 0.21 0.19
Profit before tax (PBT) 15690447 15690447
Remuneration (as % of PBT) 7.51 6.81
k. The Key parameters for any variable component of remuneration
availed by the directors:
There is no variable component of remuneration availed by the
directors.
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
Name of the
Executive Director Total Salary Shri J M Adhia Shri Vijay
Katare
President Vice President
Salary Ratio Salary Ratio
Shri PR. Damani 854850 117890 0.73 1067875 0.80
m. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company and there is no employee stock option scheme.
n. There is no Employee in receipt of remuneration exceeding
Rs.5,00,000/- p.m. or part thereof or Rs.60,00,000/ - p.a. accordingly
no particulars are furnished under Section 197(12) of the Companies
Act,2013.
26. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of contribution made
by the employees at all levels for the operations of the Company during
the year under review.
27. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING
AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act are provided in Annexure !V to this Report.
For and on behalf of the Board
Place: MUMBAI
Date : 26th May,2015 CHAIRMAN |