Your Directors are pleased to present 25thAnnual Report and the Company'sAudited Financial Statements for the financial year ended on 31st March 2016.
| || ||In Rs. |
|Particulars ||Current Year 31.03.16 ||Previous Year 31.03.15 |
|Total Turnover and other Receipts ||513933250 ||570856544 |
|Gross Profit/Loss(Before deducting any of the following) ||35001623 ||36206236 |
|A. Interest and Financial charges ||14301539 ||14928223 |
|B. Depreciation ||6677622 ||6706639 |
|C. Tax Liability || || |
|I. Current Tax ||4894897 ||5189468 |
|II. Deferred Tax ||(3659712) ||(1228995) |
|Net Profit available for appropriation ||12787277 ||10610901 |
|Provision for Investment Allowance Reserve ||Nil ||Nil |
|Net Profit. || || |
|A. Add : Brought forward from last year's balance ||39291373 ||44006924 |
|B. Less : Transferred to General Reserve ||Nil ||Nil |
|Transitional adjustment on account of depreciation ||- ||15326452 |
|Dividend ||NIL ||NIL |
|Balance Carried forward ||52078650 ||39291373 |
During the year under review net turnover of the Company has been decreased from Rs.570856544 to Rs. 513933250 as compared to previous year's turnover. In spite of thisduring the year company was able to increase its net profit as compared to previous year'snet profit from Rs. 10610901 to Rs. 12787277 in the corresponding year.
No Dividend is declared for the current financial year due to conservation of resourcesfor long term requirements of working capital funds and to reduce borrowing cost.
During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
LOAN GUARANTEES OR INVESTMENTS
During the year the Company has not made any investment nor given any loan orguarantees under Section 186 of Companies Act 2013.
The Company is presently engaged in the process of manufacturing High Pressure Laminate(H.P.L) Sheets & Compacts which are available in several Colours Designs andTextures. Alfa range consists of more than 400 design decors and more than 50 textures.With more decors and more finishes our innovation brings you beautiful high qualityenvironmental friendly decorative solutions. These High Pressure Laminates are recognizedand appreciated by architects interiors and fitters. The Laminate sheets are used forvarious applications in many areas such as:
Interior Wall Paneling
Exterior Wall Cladding
Green Chalk Board
White Marker Board
Kitchen Top and Backsplash
Table Top and many other areas.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The annexed Management Discussion and Analysis forms a part of this report and coversamongst other matters the performance of the Company during the Financial Year 2015-16 aswell as the future outlook.
During the year four Board Meetings were held on 26th May 2015 24thJuly 2015 9th November 2015 and 11th February 2016.
RELATED PARTIES TRANSACTIONS
During the financial year under review the Company has not entered into transactionswith the related parties as defined under Section 2(76) of the Companies Act 2013 forsale/purchase of goods or services. Other details for inter corporate financialtransactions or remuneration and other benefits paid to directors their relatives keymanagerial personnel etc. are given in the notes to the accounts vide note no. 26 as perrequirements of AS 18.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Pooja Tikmani (DIN 06944249) Executive Director will retire by rotation at theensuing Annual General Meeting pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and being eligible offers herself for re-appointment. The Board recommends herreappointment. Appropriate resolutions for her re-appointment is being placed for yourapproval at the ensuing AGM. The brief resume of the Directors and other relatedinformation has been detailed in the Notice convening the 25th AGM of yourCompany.
The Independent Directors of your Company hold office upto 31st March 2019and are not liable to retire by rotation. Your Company has received declarations from allthe Independent Directors confirming that they meet the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as Regulation 16 (1) (b) of ListingRegulations (including any statutory modification(s) or re-enactment(s) for the time beingin force).
Shri Rishi Tikmani Whole-time Director Shri Hansraj Sekhani CFO & Ms. JhankiPoptani Company Secretary are the Key Managerial Personnel of your Company in accordancewith the provisions of Section 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re-enanctment(s) for the time being in force).
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Act your Directors state that:
a) in the preparation of the financial statements for the financial year ended 31stMarch 2016as far as possible and to the extent if any accounting standards mentioned bythe auditors in their report as not complied with all other applicable accountingstandards have been followed along with proper explanation relating to material departure;
b) such accounting policies have been selected and applied them consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and profit ofthe Company for the year ended on that date;
c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for prevention and detection of fraud and other irregularities;
d) the annual financial statements are prepared on a going concern basis; and
e) proper internal financial controls are in place and that such internal financialcontrols are adequate and were operating effectively.
f) proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
The Company is exempted from providing report on Corporate Governance in accordancewith regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") along with theauditor's certificate.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to your Company.
At the 24th AGM of your Company the shareholders had approved theappointment M/s. O.P. Bhandari& Co Chartered Accountants (Firm Registration No.112633W) as Statutory Auditor of the Company to hold office till the conclusion of the 26thAnnual General Meeting subject to ratification of shareholders in every Annual GeneralMeeting. Accordingly a resolution seeking Members' ratification on appointment of M/s.O.P. Bhandari & Co. Chartered Accountants as the statutory Auditors of the Companyfor the financial year 2016-17 is included at item No.3 of the Notice convening the AnnualGeneral Meeting. The Board has duly reviewed the Statutory Auditor's Report on theaccounts. The observations and comments appearing in the Auditor's Report areself-explanatory and do not call for any further explanation/clarification by the Board ofDirectors as provided under section 134 of the Act.
In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany at its meeting held on 24th May 2016 has appointed M/s. KAMLESH M SHAH& CO. Practicing Company Secretary (Certificate of Practice No. 2072) as theSecretarial Auditor to conduct an audit of the secretarial records for the financial year2016-17.
Your Company has received consent from Mr. Kamlesh Shah to act as the auditor forconducting audit of the Secretarial records for the financial year ending 31stMarch 2017.
The Secretarial Audit Report for the financial year ended 31st March 2016is annexed herewith as "ANNEXURE A" to this report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In accordance with the Section 177(9) of the Act and rules framed thereunder read withRegulation 22 of the Listing Regulations the Company has a Whistleblower Policy in placefor its Directors and Employees to report concerns about the unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The Policy provides forprotected disclosures that can be a whistle blower through e-mail or letter or to theChairperson of the Audit Committee. Whistle Blower Policy is disclosed on the website ofthe Company.
During the year ended on 31st March 2016 the Company did not receive anyinformation under the scheme.
Extract of Annual Report
The details forming part of the extract of the Annual Return as on 31stMarch 2016 in form MGT 9 in accordance with Section 92(3) of the Companies Act 2013 readwith Companies (Management and Administration) Rules 2014 is annexed herewith as "ANNEXUREB" to this report.
PARTICULARS OF THE EMPLOYEES
Particulars of the employees as required under provisions of Section 197 (12) of theAct read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are attached with this report -"Annexure- C". There was no employee who was in receipt of remuneration in excess of ' 8.5Lacs per month during the year or ' 1.2 Crore per annum in the aggregate if employed partof the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is furnished in Annexure toDirectors Report and is attached to this report. - "Annexure -D".
MATERIAL CHANGES / INFORMATION
No material changes have taken place after the closure of the financial year up to thedate of this report which may have substantial effect on the business and financial of theCompany.
No significant and material orders have been passed by any of the regulators or courtsor tribunals impacting the going concern status and companies operations in future.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules2014to the extent the transactions took place on those items during the year.
Your Directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers employees and other business associates forthe excellent support and co-operation extended by them.
| ||On behalf of the Board of Directors |
| ||Shyam Sunder Tibrewal |
|Place : Ahmedabad ||Chairman |
|Date :24th May 2016 ||(DIN: 00500621) |
ANNEXURE-D TO DIRECTORS' REPORT
A. CONSERVATION OF ENERGY
(a) Energy conservation measures taken:-
Your company gives priority to Energy conservation. It regularly reviews measures to betaken for Energy Conservation/Consumption and its effective utilization.
(b) Total energy consumption and energy consumption per unit of production:
(I) POWER & FUEL CONSUMPTION
| ||2015-16 ||2014-15 |
|1 ELECTRICITY || || |
|(a) Purchased || || |
|Unit ||1230025 ||1209276 |
|Total Amount (Rs.) ||9173753 ||8425 963 |
|Rate / Unit (Rs.) ||7.46 ||6.97 |
|(b) Own Generation || || |
|Through Diesel Generation(Units) ||21362 ||21858 |
|No. of Unit Per Ltr. of Diesel Oil ||1.46 ||1.53 |
|Average Rate / Unit (Rs.) ||37.28 ||48.91 |
|2 OTHERS || || |
|a. Diesel/(Qty (KL) ||14673 ||14323 |
|b. Total Amount (Rs.) ||796309 ||1069030 |
|c. Average Rate (Rs.) ||54.27 ||74.64 |
|a. Fire Wood (Kg) ||1167098 ||755914 |
|b. Total Amount (Rs.) ||3478117 ||2582868 |
|c. Average Rate (Rs.) ||2.98 ||3.42 |
|a. Coal (Qty - MT) ||14644.15 ||13133 |
|b. Total Amount (Rs.) ||28180349 ||25998427 |
|c. Average Rate / Unit (Rs.) ||1924.34 ||1979.63 |
B. TECHNOLOGY ABSORPTION
(I) Research and Development (R & D):
Continuous efforts are made for quality improvement. In house research and developmentwork is carried out by the Company. No significant expenditure is incurred.
(II) Technology absorption adaptation:
There is no change in technology.
C. Foreign Exchange Earning and Outgo :
|Particulars ||2015-16 ||2014-15 |
|1) TOTAL FOREIGN EXCHANGE USED AND EARNED || || |
|a. Total Foreign Exchange earnings ||356738542 ||425497269 |
|b. Total Foreign Exchange used ||130960155 ||165019540 |
|c. Expenditure in Foreign Currency ||458954 ||818831 |
| ||BY Order of the Board of Directors |
| ||Rishi Tikmani |
|Place : Ahmedabad ||Whole-time Director |
|Date :24th May 2016 ||(DIN: 00638644) |