Your Directors are pleased to present the 30th Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended 31stMarch 2016.
1. FINANCIAL SUMMARY
| || ||(Amount in Rupees) |
|Particulars ||For the year ended 31st March 2016 ||For the year ended 31st March 2015 |
|Gross Sales and other Income ||18690675 ||33859473 |
|Profit before Depreciation and Tax ||10972287 ||23917307 |
|Less: Depreciation ||(698482) ||(658020) |
|Profit before Tax ||10273805 ||2359287 |
|Less: Tax Expenses ||(1669421) ||(5682879) |
|Net Profit after tax ||8604384 ||17576408 |
For the financial year ended 31st March 2016 your company has earned aprofit after tax of Rs. 8604384 as a result of which the net worth of the company hasincreased to Rs. 154139302 as compared to Rs. 145527918 in the previous year.
With a view to strengthen the financial position and the future growth of the Companyyour Directors have not recommended payment of dividend for the financial year ended 31stMarch 2016.
3. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and to the Chairman &Managing Director of the company.
4. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Information regarding Loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 is given in detail in the Note "J" ofFinancial Statements.
6. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFTHE COMPANIES ACT 2013
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
7. BOARD MEETINGS
There were ten meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report annexed as Annexure "III".
8. BOARD COMMITTEES
The detailed composition of the mandatory Board Committees namely Audit CommitteeStakeholders Relationship Committee and Nomination & Remuneration Committee and otherrelated details are set out in the Corporate Governance Report annexed as Annexure"III" which forms an integral part of this report.
9. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS
The company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. Formal annual evaluation made by theBoard of its own performance and that of its Committees and individual Directors is givenin the Corporate Governance Report annexed as Annexure "III".
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Hardik Kishor Dedhia was appointed as an Independent Director of the Company at theprevious Annual General Meeting for a period of 5 consecutive years i.e. from 29thSeptember 2015 to 28th September 2020.
Mr. Vishal Bhailal Shah was appointed as Director in casual vacancy in place of Mr.Bhavik Chokshi on 4th November 2015 by the Board of Directors. His appointmentis proposed to the members for ratification. The said director is proposed to be appointedas an Independent Director for a period of 5 years at the ensuing Annual General Meeting.
Mr. Akash Sanjay Valia was appointed as Director in casual vacancy in place of Ms.Preeti P. Jain on 4th April 2016 by the Board of Directors. His appointment isproposed to the members for ratification. The said director is proposed to be appointed asan Independent Director for a period of 5 years at the ensuing Annual General Meeting.
Mr. Umanath Agarwal Executive Director resigned on 9th September 2015.
11. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business as per the detailsgiven in AOC-2 annexed as Annexure "II". There are no materially significantrelated party transactions made by the company with the Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict of interest withthe company at large.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
A. Conservation of energy - Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules2014 pertaining to the Conservation of energy is not applicable to the Company.
B. Technology Absorption - Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules2014 pertaining to the Technology Absorption is not applicable to the Company.
C. Foreign exchange earnings and Outgo: There were no foreign exchange earnings or outflows during the year.
13. STATUTORY AUDITORS
M/s. Shankarlal Jain & Associates Statutory Auditors of your Company having (FirmRegistration W100082) retire at the conclusion of the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment.
14. QUALIFICATIONS GIVEN BY THE AUDITORS
There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors of the Company in their report.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. With respect to observations in the Secretarial Audit Report forappointment of Company Secretary and Chief Financial Officer:
CFO: The Company is in the process to appoint a CFO.
Compliance Officer/Company Secretary: The Company has appointed a competentperson who is awaiting membership confirmation from the Institute of Company Secretariesof India.
15. SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed S. G. and Associates a firm of Company Secretaries in practice (Mumbai) toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith to this Report as Annexure "V".
16. SHARE CAPITAL
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
The Company has forfeited 9800 Partly Paid up Shares on which Allotment cum call moneywas unpaid in its Board Meeting held on 21st April 2016 and the same has beenapproved by The Bombay Stock Exchange.
17. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL AND EMPLOYEES
a. The Company had no employee drawing salary/ remuneration in excess of Remunerationlimits prescribed as per Rule 5(2) of the Appointment and Remuneration of ManagerialPersonnel Rules 2014.
b. The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form MGT-9 - Extract of the Annual Return (appended asAnnexure "I").
18. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that -
in the preparation of the annual accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;
the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
the Directors have prepared the annual accounts on a going concern basis;
the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
19. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the limits as prescribed under the Section 135 ofCompanies Act 2013 and Rules made thereunder.
20. 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 same is also available on website of the company in detail.
21. EXTRACT OF ANNUAL RETURN:
The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure"I".
22. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance is annexed herewith as Annexure "IN" and ManagementDiscussion & Analysis Report is annexed herewith as Annexure "IV". Theseform an integral part of this Report together with the Certificate from the statutoryauditors regarding compliance with the requirements of Corporate Governance as per SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.
23. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner.
Your Directors wish to extend their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further appreciatesthe dedicated services rendered by the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Anju R. Innani |
|Place: Mumbai ||Managing Director |
|Date: 21st July 2016 ||DIN:00123259 |