Your Directors have pleasure in presenting 25th Annual Report together withthe Audited Accounts of the Company for the year ended on 31st March 2017.
The Summery of the financial performance of the Company for the year ended 31stMarch 2017 compared to the previous year is as below:
| || || ||(Rs. in Lacs) |
|Sr. No ||Particulars ||2016-17 ||2015-16 |
|1 ||Turnover ||1064.80 ||983.24 |
|2 ||Other Income ||5.62 ||2.47 |
|3 ||Total Income ||1070.48 ||985.71 |
|4 ||Profit/(Loss) Before Depreciation Interest and Tax || ||56.45 |
| ||Less/Add : Interest ||47.57 ||46.50 |
| ||Depreciation ||6.58 ||6.50 |
|5 ||Profit/(Loss) Before Taxation ||5.79 ||3.45 |
|6 ||Income Tax || || |
|7 ||Profit /(Loss) After Taxation ||5.79 ||3.45 |
|8 ||Prior year's Expenses || || |
|9 ||Profit/(Loss) for the year ||5.79 ||3.45 |
CURRENT YEAR PERFORMANCE
The Board feels pleasure to tell the members that despite of adverse market conditionyour Company has made profit this year. The turnover of the Company has increased from Rs.983.24 Lakhs to 1064.80 Lakhs in current financial year i.e. increase of 81.56 lakhs inturnover which helped your Company to make profit this year.
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 2017.
The paid up Equity Share Capital as on March 31 2017 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
Mr. Naishadbhai N. Patel will retire by rotation at the ensuring Annual General Meetingand being eligible offer him self for reappointment. Mr. Laljibhai Darji was appointed asindipended director u/s 152 at the last Annual General Meeting held on 9.9.2016.
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 2017 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 andsufficient care for the maintenance of adequate accounting records in accordanceprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) The Directors had prepared the AnnualAccounts on a going concern basis; and (e) The Directors as in the case of a ListedCompany had laid down internal financial controls to be followed by the Company suchinternal financial controls are adequate 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
Discussion and Analysis Report forms part of this Report.
CODE OF CONDUCT
Your Company has formulated Code of Conduct for it's Directors Senior Management andthe Employees of the Company. All the Directors Senior Management and the Employees havecomplied with this Code for the Financial Year 2016-17. A declaration for compliance withthis Code of Conduct has been given by Chairman of the Company and such declaration formspart of this report.
SUBSIDIARY ASSOCIATES & JOINT VENTURE :
Your company do not have any Subsidiary Associates & Joint Venture.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which have occurred during between the end of the financial year to whichthe financial statements relate and the date of this Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a formal process for dealing with complaints of harassment ordiscrimination. The said Policy is in line with Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. The Companythrough the policy ensures that all such complaints are resolved within defined timelines.During the year no case was reported.
PERFORMANCE EVALUATION OF THE DIRECTORS AND KMPs OF THE COMPANY
During the FY 2016-17 the Board of Directors of the Company has carried out an AnnualPerformance Evaluation of the Board/ Committees and all the individual Directors as perthe Company's policy for Performance Evaluation of Directors. The Independent Directors intheir separate meeting held on 6th February 2017 carried out the performance evaluationof the non-Independent Directors with a special attention to leadership criteria forChairperson and the Executive Directors for period from 1st January 2016 to 31stDecember 2016.
AUDITORS AND AUDITOR'S REPORT a. Statutory Auditor:
The Company's Auditor M/S Mukund & Rohit Chartered Accountants Vadodara havingregistration no. 113375W were appointed as the
Auditor to hold office up to for two years at 23rd AGM. The term of Statutory Auditor'sappointment proposed name of M/S Mukund Patel & Co. Chartered Accountants AnandHaving registration no. 035514 as a statutory Auditor of the Company to hold office up to5 Years.
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 2016-17. The Secretarial Audit Report is annexed herewith as Annexure-1.
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 sixtypercent 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 KMP'S APPOINTMENT AND REMUNERATION
The policy of the Company on Director's and KMP's appointment and remunerationincluding criteria for determining qualifications independence of Director and othermatters provided under Section 178 sub-section 3 of the Companies Act- 2013 and the samecan 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 behavior actualor suspected fraud or violation of the Company's Code of Conduct. The aim of the policyis to provide adequate safeguards against victimization of Whistle Blower who avails ofthe mechanism and also provide direct access to the Chairman of the Audit Committee inappropriate or exceptional cases. The Vigil Mechanism Policy has been uploaded on thewebsite of the company www.adarshplant.com.
The Company has been addressing various risks impacting the Company like CompetitionGovernment Policies Price Fluctuation Risk etc. and management of your company hasplanned to 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 Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. All Board Directors and thedesignated 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.
INFORMATION AS PER RULE 5 (TO OF CHAPTER XIII COMPANIES) APPOINTMENT AND REMULATION OFMANAGERIAL PERSONNEL) RULES 2014
|Name ||Designation ||Salary ||Confimed/ ||Qualifica - ||Experience ||Date of ||Age ||Previous Employer |
| || ||(Rs. p.a.) ||Contractual ||tion || ||Joining || || |
|Devangi Soni ||Company Secretory ||252000 ||Confirmed ||CS ||3 ||5/11/2014 ||27 ||NA |
|Amit Suthar ||Chief Financial Officer ||234000 ||Confirmed ||M.Com ||11 ||4/17/2015 ||33 ||Rubamin SPRL |
|Manjit Gujaral ||Vice President (Marketing) ||540000 ||Confirmed ||B.A. ||35 ||6/15/2012 ||58 ||Shiva Udhyog |
|Rohit Vasavda ||Vice President (Production) ||540000 ||Confirmed ||D.M.E. ||35 ||6/15/2012 ||58 ||Shiva Udhyog |
|Dharmendrabhai Mangar ||Palnt In Charge ||480000 ||Confirmed ||B.Sc. ||26 ||2/8/2016 ||48 ||Gujarat Container Limited |
|Suresh Yadav ||Production In Charge ||450000 ||Confirmed ||ITI ||22 ||6/15/2012 ||37 ||Shiva Udhyog |
|Mehul B. Patel ||Cashier ||90000 ||Confirmed ||B.Com ||12 ||10/5/2015 ||36 ||Samarkha Credit Society |
|Hitesh Parmar ||Production Supervisor ||110400 ||Confirmed ||B.A. ||12 ||6/1/2012 ||33 ||NA |
|Anil K. Singh ||Security In Charge ||141000 ||Confirmed ||B.A. ||12 ||11/1/2014 ||50 ||Neptune Security |
|Jasmin Patel ||Transport In Charge ||90000 ||Confirmed ||10th ||10 ||6/1/2012 ||29 ||NA |
|Rameshbhai C Baraiya ||Driver ||90000 ||Confirmed ||- ||20 ||7/1/2007 ||48 ||Private Driver |
PARTICULARS OF EMPLOYEES
The information required as per Section 197 read with Rule 5 of the Companies(Appointment and Remuneration) Rules 2014 is not applicable as company is not paying anyraminuration including to Executive Director and Managing Director.
INTERNAL CONTROL SYSTEM AND IT'S 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 yourCompany's operations and to ensure its objective the Internal Audit Report is studied bythe Audit Committee of the Board & to the Executive Chairman on regular intervals alsocertificate from CFO is provided quarterly to Board for compliance of Internal 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 Company's 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.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors Advisers Auditors and Members during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.
| || ||For and on behalf of the Board of Directors |
|Place: Vithal Udyognagar ||Naishadbhai Patel |
|Date: ||17th May 2017 ||Chairman |
| || ||DIN No. 00082749 |