| Dear Members,
The Directors have pleasure in presenting the Board's Report of your
Company together with the Financial Statements of your Company for the
financial year ended 31st March, 2015
1) FINANCIAL & OPERATIONAL RESULTS :
PARTICULARS 2014-15 2013-14
(Rs) (Rs-)
Profit/(Loss) Before Depreciation,
Exceptional Items and Tax (65,33,610) 45,32,866
(Less): Depreciation (28,97,035) (22,44,273)
Profit/(Loss) before exceptional
items and Tax Before Tax (94,30,645) 22,88,593
Add/(Less): Exceptional items
Litigation Settlement Expenses - (3,63,000)
Insurance claim on loss of stock 40,28,289 -
Interest on insurance claim &
reimbursement of expense receivable 1,24,17,230 -
Profit/(Loss) before tax 70,14,874 19,25,593
Add/(Less):TAX EXPENSES:
(i) Current Tax (16,33,206) (6,16,257)
MAT Credit entitlement - 2,49,335
(ii) Deferred Tax 2,72,705 (1,23,999)
NETPROFIT/(LOSS) FOR THE YEAR 56,54,373 14,34,672
Add/(Less): Adjustment relating
to fixed assets (5,85,804) -
Add/(Less): BALANCE BROUGHT
FORWARD 2,11,56,648 1,97,21,976
PROFIT/(LOSS) CARRIED FORWARD
TO BALANCE SHEET 2,68,11,021 2,11,56,648
STATE OF COMPANY'S AFFAIRS :
During the year under review, total income of Rs. 23,43 crores as
against Rs. 23.62 Crores in the previous year shows marginal reduction
of about 0.83% Net profit of Rs.56,54,373 during the year under review
as against Rs. 14,34,672 in the previous year is mainly due to
exceptional income of insurance claim on loss of stock previous year as
well as interest on insurance claim and reimbursement of expenses
thereon in spite of operational loss mainly due to increased work in
progress which could not be converted into sale as also increased
financial cost.
DIVIDEND
By keeping in view, long term interest of the Company, your Directors
do not recommend any dividend.
SHARE CAPITAL
During the year under review, the Company has neither bought back its
share nor issued any shares either by way of Bonus, Right, Stock
Options, Sweat Equity, with differential rights or otherwise.
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend, the Company was not
required to transfer any amount to Investor Education & Protection Fund
during the year under review the, pursuant to Section 125 of the
Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS
No material change and commitment affecting the financial position of
the Company have occurred between the period of end of financial year
to which this financial statement relates and the date of this report
and hence not reported.
EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9
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 herewith for your
kind perusal and information as per Annexure - A.
MEETING OF THE BOARD OF DIRECTORS DURING THE YEAR
During the Financial Year 2014-15, Nine meetings of the Board of
Directors of the Company were held.
DIRECTORS'RESPONSIBILITY STATEMENT
pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that
i. Your Directors have followed the applicable accounting standards
along with proper explanation relating to material departure, if any,
while preparing the annual accounts;
ii. Your Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of financial year and of the Profit & Loss of
the Company for the period;
iii. Your Directors have taken proper and sufficient care for
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;
iv. Your Directors have prepared the annual accounts on a going
concern basis.
v. Your Directors have laid down internal financial controls which are
adequate & effectively operational.
vi. The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and effectively operations.
AUDITORS AND THEIR REPORT
M/s Parikh Mehta & Associates, Chartered Accountants, Vadodara were
appointed as Statutory Auditors to hold office upto the conclusion of
30th Annual General Meeting by the members of the Company at their
Annual General Meeting held on 29th September, 2014. The Company has
received requisite certificate and consent from them you are requested
to ratify their appointment and fix remuneration.
There are no qualification or adverse remarks in the Auditors' Report.
The Notes on financial statements are self- explanatory, and needs no
further explanation.
SECRETARIAL AUDITORS AND THEIR REPORT
The Company has appointed M/s Devesh Vimal & Co. Practising Company
Secretaries as Secretarial Auditors. Their report is annexed as per
Annexure-B. There is no qualification, reservation, adverse remark or
disclaimer in the report.
LOANS. GUARANTEES AND INVESTMENTS
The company has not given any guarantees or securities covered under
the provisions of section 186 of the Companies Act, 2013('the Act').
However, the aggregate of loans and advances granted as also
investments are within the limits of Section 186 of the Act.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business and do not attract the provisions of Section 188 of
the Companies Act, 2013. Thus, the disclosure in form AOC-2 is not
applicable.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO.:
Information on conversation of energy, technology absorption, foreign
exchange earnings and outgo as required to be disclosed in terms of
Section 134(3)(m) of the Companies Act, 2013, read with Rule8(3) of the
Companies(Accounts) Rules, 2014 is enclosed as per Annexure -C.
RISK MANAGEMENT
The Company is engaged in formulation or Risk Management Policy.
DIRECTORS and KMP
During the current financial year the following changes have occurred
in the constitution of directors of the company:
S. Name Designation Date of
No. Appointment
1. Mr. Devesh A. Pathak Independent -
Director
2. Mr. V. V. Vachhrajani Independent -
Director
3. Mr. Jayeshkumar Independent 29/09/2014
Harshadray Pathak Director
4. Mr. Ashokkumar Independent 29/09/2014
Natwarlal Shah Director
5. Mr. Dinesh CFO 29/09/2014
Kishanchand Punjabi
6. Mrs. Jayati Bhaduri Secretary 29/09/2014
S. Name Date of cessation Mode of Cessation
No.
1. Mr. Devesh A. Pathak 29/05/2014 Resignation
2. Mr. V. V. Vachhrajani 29/05/2014 Resignation
3. Mr. Jayeshkumar - -
Harshadray Pathak
4. Mr. Ashokkumar - -
Natwarlal Shah
5. Mr. Dinesh - -
Kishanchand Punjabi
6. Mrs. Jayati Bhaduri - -
DEPOSITS:
The Company has not accepted / renewed any deposit within the meaning
of the Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall in any of the criteria of Section 135(1) of
Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and hence the Company is not
required to comply with the same.
MEDIAN EMPLOYEE DETAILS
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 will be made
available to any member-on request.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees.
CORPORATE GOVERNANCE
In view of paid up equity capital and Net worth of the Company is
lesser than Rs.10 crores and Rs. 25 crores respectively, Clause-49 of
the Listing Agreement is not mandatorily applicable and accordingly,
neither Corporate Governance Report nor certificate is included in the
Annual Report.
INDEPENDENT DIRECTORS AND DECLARATION
Mrs. H. D. Pathak, Mr. J. H. Pathak and Mr. A. N. Shah have been
appointed as the Independent Directors of the Company pursuant to
Section 149(10) of the Companies Act, 2013 on 29th September, 2014 for
a term of 5 consecutive years on the Board of the Company.
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meet the criteria of independence as provided
under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted Nomination & Remuneration committee
pursuant to section 178(1) of the Act and accordingly formulated the
policy on directors Appointment and Remuneration.
REMUNERATION POLICY
Remuneration to Executive Directors:
The detail of remuneration paid to Executive Directors are provided in
the Extract of Annual Return i.e. Form No. MGT-9 as per Annexure-A.
Remuneration to Non Executive Directors:
Non Executive Directors are paid remuneration by way of Sitting Fees
for each meeting of the Board and Committee of Directors attended by
them.
Name of the Director Position held in Category of the Director
the Committee
Mr. Ashokkumar Shah Chairman Non Executive Independent
Director
Mr. Jayeshkumar Pathak Member Non Executive Independent
Director
Mrs. Hernangini Pathak Member Non Executive Independent
Director
COST AUDIT
There is no requirement for Cost Audit as the Company does not fulfill
the criteria for the same.
VIGIL MECHANISM
* As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has been engaged in
formulation of Vigil Mechanism for Directors and employees to report
genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee.
ORDER OF COURT
No significant or material order was passed by any regulator, court or
tribunal impacting the going concern status or Company's operations in
future during the year under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal)Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. All employees(permanenet, contractual, temporary,
trainees) are covered under this policy.
The summary of sexual harassment complaints received and disposed off
during the financial year 2014-2015 is as under:
- Number of Complaints Received : NIL
- Number of Complaints Disposed off : NIL
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation
2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992
with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre- clearnace
for dealing in the Company's shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window' is closed.
The Board is responsible for implementation of the Code. All Directors
and the designated employees have confirmed compliance with the Code.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The code laid down by
the Board is known as code of business conduct" which forms an Appendix
to the Code.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work, place in business practices and in dealing with
stakeholders. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code. All Management have been given
appropriate training in this regard.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In view of no mandatory applicability of Clause 49 of the Listing
Agreement with the Stock Exchanges in India, Management Discussion &
Analysis Report as stipulated under Clause 49 of the Listing Agreement
is not included.
ACKNOWLEDGEMENT
Your directors take opportunity to express their gratitude to
government, bankers, advisers, employees and shareholders for their
valuable support and co-operation.
FOR AND ON BEHALF OF THE BOARD
Date : 29-05-2015 K. R. Bhuva
Place : Vadodara Chairman & Managing Director
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