To, The Members,
The Directors of the Company take pleasure in presenting their 24th Annual Report together with the annual audited financial statements for the financial year ended March 31st 2016.
Financial Results
The summary of the Company’s financial performance for the financial yearB2015-compared to the previous financial year 20M-5 is given below:
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Particulars
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Year Ended 31/03/2016
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Year Ended 31/03/2015
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Total Revenue
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5,27,29,892
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8,812698
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Profit before Dep. & Int.
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}B,B,B5
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122,0,782
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Depreciation
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6,56,653
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6,75,965
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Interest
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5,535
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106,047
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Profit after Depreciation & Interest
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1,11,59,482
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1,14,18,770
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Provision for Taxation
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30,33,00
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23,20,172
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Provision for Tax (deferred)
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36,615
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(35,553)
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Profit after Tax
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80,89,866
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9134,151
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Balance brought forward from previous year
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2,64,82,311
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188,28,942
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Adjustment of Depreciation on account of transitional provision of schedule II of Companies Act 2013
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0.00
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32,042
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Add- MAT Entitlement
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0.00
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5,51260
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Less- Transfer to General Reserve
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0.00
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20,01000
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Balance carried to Balance Sheet
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3,45,72,77
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2,64,82,311
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Highlights
During the year your company has diversified its business into lamination and stamping for rotating machines. During the year your company has income of Rs. 14,85,42,479/including other income as compared to Rs. 9,08,28,308/ - in the previous year. The Net Profit after tax was Rs. 80,89,866igainst the Net Profit of Rs. 91,34,151 in the previous year.
Dividend
Your Directors recommend Rs. QS 0per shares Issue of Bonus Shares
Your Director have pleasure to inform that the board of Director Meeting held on 31/05/2016 subject to the approval of the Members of the Company have decided to issue Bonus Shares by capitalization of Reserve in proportion of 1 (One) Bonus Shares of Rs. 5/each fully paid up as against 5 (Five) Equity shares of .Rs.5/- each held by the existing Shareholders of the Company whose name appear in the Register of Members as on the Record date as may be decided by the Board of Directors of the Company.
Deposits
Your Company has not accepted any deposits from the public including within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
Board of Directors
During the year 2015-2016) the Management of the Company has change d
All Independent Directors have submitted the declaration of Independence as required under Section 49(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section49(6) of the Companies Act, 2013 and Clause 49 of the Right Agreement .
Declarations Given By Independent Directors
All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of Independent Director’ stipulated in Section 49(6) of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These confirmations have been placed before, and noted by the Board.
Policies On Directors’ Appointment And Remuneration
The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (B) of Section 78 of the Act is appended as Annexure I (a) & I (b) to this Report.
Evaluation Of Board Of Directors
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individuals well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and noted in turn by the Board.
Board Committees
Your Company has following Committees Board, viz )
. Audit Committee
2 Stakeholders) Relationship Committee
3. Nomination and Remuneration Commit tee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance ) forming part of the Annual Report.
Directors’ Responsibility Statement
Pursuant to the requirements under Section 34(3)(c) read with Section 34(5) of the Act with respect to Directors) Responsibility Statement, your Director bye confirm that:
- in the preparation of the annual accounts, the applicable accounting standards have been followed;
- appropriate accounting policies have been selected and applied consistently and estimates and judgments made 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;
- proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
- the annual accounts have been prepared on a going concern basis and
- proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Auditors - Statutory Auditors
The Company Auditors, M/s. U. D. Kachare & Co., Chartered Accountants, retire at the concretion of forthcoming Annual General Meeting and are eligible reappointment:
Pursuant to the provisions of Section1 39 of the Companies Act, 2013 (the Act) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and they have recommended their r-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.
The Company has received a written consent to such appointment from M/s. U. D. Kachare & Co., Chartered Accountants, and a certificate that the appointment, if made, shall be in accordance with the criteria as specified in Section 4-t of the Act. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
- Secretarial Auditor
Pursuant to the provisions of Section 2014 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SARK & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2016-2017. The Report of the Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this Report.
Risk Management And Internal Controls
The Company has we-defined risk management framework in place. The details of the risks faced by the Compaiy and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.
Particulars of Contracts or Arrangements with Related Parties
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AO-12 are appended as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5() of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014, have been appended to this Report as Annexure IV.
Board meetings
The Board meets at regular intervals to discuss and decide on the Company’s policies and strategy apart from other Board matters.
During the financial year 2015-16, board meetings were held on 23/05/2015, 14/08/2105, 13/11/2015, 09/02/2016, The gap between the two board meetings did not exceed 20 days.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 34(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 204, an extract of Annual Return in prescribed Form MGT is given in the Report as Annexure IV.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 34(3)(m) of the Act read with Companies) (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development to inapplicable to the Company.
Listing Of Shares Of The Company
The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.
The Company has paid the listing fees as payable to the BSE Ltd. for the financial year from 2015-2016.
Vigil Mechanism/Whistle Blower Policy
The Company has not established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2015-16, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
The company has framed policy in accordance with The Sexual Hands Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 201516, no cases in the nature of sexual harassment were reported at our workplace of the company.
Management Discussion and Analysis Report
Further separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report .
Acknowledgements
The Directors express their sincere gratitude to the BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, National Securities Depository Limited other government and regulatory authorities, financial institutions and the bankers of the company for their ongoing support.
The Directors also place on record their sincere appreciation for the continued support extended by the Company’s stakeholders aid trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company resulting in satisfactory performance during the year .
On behalf of the Board of Directors
Sd/-
Ketan Mehta
(Managing Director)
(Din No. 01238700)
Date: 17/06/2016
Place: Mumbai
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