Your Directors have pleasure in presenting 24th Annual Report together withthe Audited Accounts of the Company for the year ended on 31st March 2016.
The Summery of the financial performance of the Company for the year ended 31stMarch 2016 compared to the previous year is as below:
(Rs. in Lacs)
|Sr. No Particulars ||2015-16 ||2014-15 |
|1 Turnover ||983.24 ||885.99 |
|2 Other Income ||2.45 ||5.86 |
|3 Total Income ||985.69 ||891.85 |
|4 Profit/(Loss) Before Depreciation Interest and Tax ||56.45 ||(13.9) |
|Less/Add: Interest ||46.50 ||53.12 |
|Depreciation ||6.50 ||5.65 |
|5 Profit/(Loss) Before Taxation ||3.45 ||(72.67) |
|6 Income Tax || || |
|7 Profit /(Loss) After Taxation ||3.45 ||(72.67) |
|8 Prior years Expenses || || |
|9 Profit/(Loss) for the year ||3.45 ||(72.67) |
CURRENT YEAR PERFORMANCE
The Board feels pleasure to tell the members that despite of adverse market conditionyour Company has managed to make profit this year. The turnover of the Company hasincreased from Rs. 885.99 Lakhs to 983.24 Lakhs in current financial year i.e. increase of97.25 lakhs in turnover which helped your Company to make profit this year also thefinancial and other costs went down.
This year sales of all the products has increased as a result of your Company continuesefforts to grow the company and sell the product at good margine and the results areshowing in terms of profit despite of loss of 72.67 lakhs last year. As a result of thegrowth and for further betterment of your Company this year your company is in process toopen a new unit for Barrel Division.
In view of further growth and fund requirement in your Company your Directors do notrecommend dividend on Equity Shares for the year ended on 31st March 2016.
The paid up Equity Share Capital as on March 31 2016 was Rs. 99115000. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor Sweat Equity.
BOARD OF DIRECTORS & KMP
Mrs. Jyotikaben N. Patel will retire by rotation at the ensuring Annual General Meetingand being eligible offer herself for reappointment. During the year Mr. Kiranbhai PatelIndependent Director resigned on 10th October 2015 due to his preoccupationand Mr. Laljibhai Darji was appointed as additional Director in his place on 6thNovember 2015 to hold office till this AGM. Approval of members is being sought toappoint him as Independent Director of the Company. Also Mr. Shantidutt J Parmar wasdiscontinued working as CFO from 12th August 2015 and in his place appointment of Mr.Amit R Suthar was made on same date.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
During the year Four Board Meetings and four Audit Committee meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
The annual evaluation of all Directors Board as whole and committees was conductedbased on the criteria and framework set by the Board.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act 2013Directors of your Company hereby state and confirm that:
(a) in the preparation of the annual accounts for the year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;
(e) the Directors as in the case of a Listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Report on Corporate Governance along with a Certificate of compliance from thePracticing Company Secretaries and Management Discussion and Analysis Report forms part ofthis Report.
CODE OF CONDUCT
Your Company has formulated Code of Conduct for its Directors Senior Managementand the Employees of the Company. All the Directors Senior Management and the Employeeshave complied with this Code for the Financial Year 2015-16.A declaration for compliancewith this Code of Conduct has been given by Chairman of the Company and such declarationforms part of this report.
AUDITORS AND AUDITORS REPORT
a. Statutory Auditor:
The Companys Auditor M/S Mukund & Rohit Chartered Accountants Vadodarahaving registration no. 113375W were appointed as the Auditor to hold office up to twoyears at 23rd AGM. As required under the Companies Act 2013 your Directors recommend toratify their appointment as Statutory Auditors of the Company for F.Y. 2016-17.
The Auditors Report for the year under review has one remark which saysIn ouropininon the aforsaid financial statement comply with the Accounting Standards exceptGratuity as per Accounting Standard-15 "Employee Benefits" wherein valuation ofgratuity is not done as per actuarial valuation specified under Section 133 of the Actread with Rule 7 of the Companies (Account) Rules 2014.
Explanation of Board for the same is: The Company has provided provisions for gratuityon estimated basis which was Rs. 98429/- and after Management estimation the provisionwhich had to be made was Rs. 91224/-. Company will give effect of this in next year. Alsothe Company is in process of getting actuarial valuation.
b. Secretarial Auditor:
According to the provision of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personal) Rules 2014 theBoard has appointed Mr. D. G. Bhimani Practicing Company Secretary for Secretarial Auditfor the Financial Year 2015-16. The Secretarial Audit Report is annexed herewith as Annexure-1.
The remarks or commnet referred in Secretarial Audit report for FY 2015-16 is selfexplanatory and there is no need for any further comments.
The whole properties of the Company have been insured properly and the Company hastaken necessary general insurance.
EXTRACT OF THE ANNUAL RETURN
The Details forming part of the extract of Annual Return in Form MGT-9 is annexedherewith as Annexure-2.
Company has not accepted any deposits under the meaning of Section 73 of the CompaniesAct 2013 and rules made there under.
LOANS GUARANTEES OR INVESTMENTS
Your Company has not directly or indirectly a) given any loan to any person or otherbody corporate other than usual advances envisaged in a contract of supply of materials ifany b) given any guarantee or provide security in connection with a loan to any otherbody corporate or person and c) acquired by way of subscription purchase or otherwise thesecurities of any other body corporate exceeding sixty percent of its paid-up sharecapital free reserve and securities premium account or one hundred percent of its freereserves and securities premium account whichever is more.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as prescribed in section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are enclosed herewith as Annexure - 3 .
POLICY ON DIRECTORS KMPS APPOINTMENT AND REMUNERATION
The policy of the Company on Directors and KMPs appointment andremuneration including criteria for determining qualifications independence of Directorand other matters provided under Section 178 sub-section 3 of the Companies Act- 2013 andthe same can be found on website of the Company www.adarshplant.com.
The Company has established a vigil mechanism to be known as the Whistle BlowerPolicy for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Companys Code of Conduct. The aim ofthe policy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases. The Vigil Mechanism Policy has beenuploaded on the website of the Company www.adarshplant.com.
The Company has been addressing various risks impacting the Company like CompetitionGovernment PoliciesPrice Fluctuation Risk etc and management of your company has plannedto manage them by best management practices.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre clearance for dealing in the Companys shares andprohibits the purchase or sale of Companys shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. All BoardDirectors and the designated employees have complied with the Code.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto has been disclosedin Form No.
AOC -2 and is annexed herewith as Annexure - 4.
PARTICULARS OF EMPLOYEES
The information required as per Section 197 read with Rule 5 of the Companies(Appointment and Remuneration) Rules 2014 shall be provided to the requesting member onrequest by member of the Company as prescribed in second proviso of Rule 5 of Companies(Appointment and Remuneration) Rules 2014.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has an Internal Control System commensurate with the size scale andnature of its operations. Your Company has adopted policy for the same. It is aimed atgiving the Audit Committee a reasonable assurance on the reliability of financialreporting and statutory & regulatory compliance effectiveness and efficiency of yourCompanys operations and to ensure its objective the Internal Audit Report isstudied by the Audit Committee of the Board & to the Executive Chairman on regularintervals also certificate from CFO is provided quarterly to Board for compliance ofInternal control.
DETAILS OF ORDER PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern Status and Companys Operation in the future.
Your Directors further state that during the year under review there were no casesfiled pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.