Your Directors have pleasure in presenting their 28th Annual Report together with theAudited Accounts and Auditor's Report of the Company for the year ended on 31st March2017.
( Rs in Lakhs)
|Particulars || |
|Turnover ||29646.53 ||28752.40 |
|Profit/(Loss) before Interest Depreciation & Tax ||4272.43 ||3865.40 |
|Less: Interest ||404.01 ||518.96 |
|Profit before Depreciation ||3868.42 ||3346.44 |
|Less: Depreciation ||1094.77 ||1034.16 |
|Profit / (Loss) before Tax ||2773.63 ||2312.28 |
|Provision of Tax ||1035.78 ||883.13 |
|Net Profit/Loss ||1737.86 ||1429.15 |
|APPROPRIATIONS || || |
|General Reserve ||100.00 ||100.00 |
|Proposed Dividend ||180.79 ||90.40 |
|Tax on Dividend ||36.80 ||18.40 |
|Amount carried to next year ||6967.62 ||5329.76 |
Your Company reported a top line growth of 3.11% over the previous year and hasachieved a turnover of H29646.53 lakhs in the current year against H28752.40 lakhs in theprevious year inspite of adverse market scenario of the industry.
Earnings Before Interest Depreciation & Tax (EBIDTA) for the year stood at H4272.43lakhs an increase of 10.53% from H3865.40 lakhs in the previous year. Operating Profitbefore tax (PBT) stood at H2773.63 lakhs an increase on 19.95% from H2312.28 lakhs in theprevious year & the net profit for the year was H1737.86 lakhs as against H1429.15lakhs in the previous year.
The company continues to retain and reinforce its market leadership in the allocatedsegments in which it operates.
There are no material changes or commitments affecting the financial position of thecompany which have occurred between the end of the financial year and the date of thisreport.
The paid-up equity share capital of the company as at March 31 2017 stood at H1807.92lakhs divided into 18079200 equity shares of H10/- each. During the previous year 2015-16the company has allotted 9039600 Bonus shares as fully paid up equity share of face valueH10/- in the proportion of 1:1 pursuant to approval by the shareholders.
Your directors have pleasure in recommending dividend for approval of the members atthe Annual General Meeting a dividend of 10% i.e H1.00/- each (previous year 5% i.e.H0.50/- each) on 18079200 Equity Shares of face value of H10/- each the aggregate amountbeing H180.79 Lakhs
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134(5) of the Companies Act 2013 the Directors confirm that:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed.
b) that appropriate accounting policies have been selected and applied consistently andthat judgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of a_airs of the company as on 31st March 2017 and of its profit forthe year ended on that date.
c) that proper and su_cient care has been taken for the maintenance of adequateaccounting records under the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
d) that the annual financial statements have been prepared on a going concern basis.
e) that the directors had laid down internal financial control to be followed by thecompany and that such internal financial control is adequate and were operatingeffectively.
f) that the director had devised proper system to ensure compliance with the provisionof all applicable laws and that such system were adequate and operating effectively.
COMPOSITION OF BOARD
The Board of Directors has elevated Mr. Tushar Bhandari (DIN: 03583114) who was actingas CFO till date and appointed him as additional director designated as whole-timedirector w.e.f. 05th January 2017 for period of 5 years subject to approval of members inthe ensuing general meeting. In terms of section 161 of the Companies Act 2013 Mr. TusharBhandari holds office upto the date of ensuing AGM. The company has received a notice inwriting from a member proposing his candidature
The Board of Directors has also appointed Mrs. Abhijit Nagee (DIN: 07724108) as anadditional director designated as Independent Director w.e.f. 04th February 2017 for aperiod of 3 years. In terms of section 161 of the Companies Act 2013 Mrs. Abhijit Nageeholds office upto the date of ensuing AGM. The company has received a notice in writingfrom a member proposing her candidature
Mr. Ashish Kumar Gadia (DIN: 00736991) resigned as Whole Time Director of the companyw.e.f. 05th January 2017. The Board has placed on record its sincere appreciation andgratitude for contribution made by him during his tenure as Whole Time Director
The Board provides leadership strategic guidance objective and independent view tothe Company's management while discharging its fiduciary responsibilities thereby ensuringthat the management adheres to high standards of ethics transparency and disclosure. TheBoard has constituted Audit Committee Stakeholder Relationship Committee Nomination& Remuneration Committee and Corporate Social Responsibility Committee.
DECLARATION BY INDEPENDENT DIRECTORS
Necessary declarations have been obtained from all the Independent Directors under subsection (7) of section 149 of the Companies Act 2013.
KEY MANAGERIAL PERSONNEL
During the period under review Mr. Ashish Kumar Gadia (DIN: 00736991) has resigned on05th January 2017 and the Board on the recommendation of the Nomination &Remuneration Committee has shouldered the responsibilities to Mr. Tushar Bhandari (DIN:03583114) as whole time director from 05th January 2017 who was acting as CFO till dateand he resigned from post of CFO. The Board at its meeting held on 26th May 2017appointed Mr. Sanjay Kumar Tibrewal as Chief Financial Officer (CFO) of the company.
During the year Eight Board Meetings Four Audit Committee Eleven StakeholdersRelationship committee Three Nomination & Remuneration Committee and Two CSRCommittee Meeting were convened and held.
PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and the Regulation 25 SEBI(Listing Obligations and Disclosure
Requirements) Regulations 2015 the Board of Directors adopted a formal mechanism forevaluating its performance and as well as that of its committees and individual Directors.
The Directors were satisfied with the evaluation results which reflected overallengagement of the Board and its Committees with the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under "Corporate Social Responsibility" (CSR) thecompany has constituted Corporate Social Responsibility Committee. The CSR Committee hasframed the CSR policy of the company. As the Committee was unable to get user / activitiesidentified hence the company has not spent any amount for CSR activities during the year.
Annual Report on CSR activities is annexed herewith as: "Annexure B"
The Company has complied with the mandatory provisions of Corporate Governance asprescribed in the Regulation 27 of the SEBI (LODR) Regulations 2015 as applicable to theCompany. A separate report on Corporate Governance and Auditors Report there on areincluded as part of the Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were on anarm's length basis and were in the ordinary course of business and that the provision ofsection 188 of the Companies Act 2013 and the Rules made thereunder are not attracted.Thus disclosure in form AOC-2 in terms of section 134 of the Companies Act 2013 is notrequired. Further there is no material related party transaction during the year underreview with the Promoter Directors or Key Managerial Personnel
All related party transactions are places before the Audit Committee as also the Boardof Directors for approval. Omnibus approval was obtained on a yearly basis fortransactions which are repetitive in nature.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company's system of financial and compliance controls with reference to thefinancial statements and risk management is embedded in the business process by which theCompany pursues its objectives.
Management is responsible for establishing and maintaining adequate disclosure controlsand procedures and adequate internal controls over financial reporting with respect tofinancial statements besides its effectiveness in the context of applicable regulations.However the Company as evident from the nature of its business has deposited cashamounting to H1360.21 Lakhs mainly consisting of cash sales collections and otherreceipts in its bank accounts during 9th November 2016 to 30th December 2016. During thecourse of enquiry of such deposits by Income-tax authorities the company was unable tofurnish confirmations to the satisfaction of the Income-tax authorities for a sum of H100Lakhs. Therefore in the month of March 2017 in order to avoid harsher tax consequencesand unwarranted future litigation the company has declared a sum of H100 Lakhs receivedin part payment of Other Receivables' and deposited in bank account as undisclosedincome under the Pradhan Mantri Garib Kalyan Yojana 2016 (PMGKY 2016) and paid applicabletax thereon.
The Internal Auditor the Audit Committee as well as the Board of Directors conductfrom time to time an evaluation of the adequacy and effectiveness of the system ofinternal controls for financial reporting with respect to financial statements.
The term of office of M/s B.K. Agrawal & Company & M/s M.D. Agrawal &Company as Statutory Auditors of the company will expire with the conclusion offorthcoming Annual General Meeting of the company. M/s B.K. Agrawal
& Company & M/s M.D. Agrawal & Company has been Statutory Auditors of yourcompany from last several years.
The Board of Directors of the company have subject to approval of the members decidedto make change in the Statutory Auditors. This Change in order to remain at the forefrontof good governance and in recognition of regulatory changes.
A resolution proposing appointment of M/s Singhi & Co. Chartered AccountantsKolkata (FRN302049E) as the Statutory Auditors of the company pursuant to section 139 ofthe Companies Act 2013 forms part of the Notice.
M/s B.K. Agrawal & Company & M/s M.D. Agrawal & Company over many yearshave successfully met the challenge that the size and scale of the company's operationspose for auditor's and have maintained the highest level of governance rigour and qualityin their audit. The Board places on record its appreciation for the services rendered bythem as the statutory auditors of the company.
As required under section 204(1) of the companies Act 2013 and the Companies(Appointment and Remuneration of management Personnel) Rules 2014 the Company hasappointed M/s K. Arun & Co. (Company Secretaries) Kolkata as Secretarial Auditor ofthe company. Secretarial Audit report is annexed herewith as "Annexure C"
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in form MGT9 isannexed herewith as "Annexure D"
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO
Information required under Section 134(3) (m) of the Companies Act 2013 read with Rule8(3) of the Companies (Account) Rules 2014 with respect to conservation of energytechnology absorption and foreign exchange earnings/outgo is appended hereto as"Annexure E" and forms part of this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The particulars of Loans Guarantees and Investment in pursuance to Section 186 of theCompanies Act 2013 are given in the Notes to the financial statements.
During the year your company has not accepted any deposit from public under Section 73of the Companies Act 2013 and Companies (Acceptance of Deposit) Rules 2014.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Issue of equity shares with di_erential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from its subsidiary.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
During the year under review there were no cases filed or reported pursuant tothe sexual harassment of Women at Workplace (Prevention Prohibition and Redressal)Act2013
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The relation between the employees and the management has been cordial throughout theyear under review and the Directors place on record their appreciation for the e_cientservices rendered by the employees at all levels.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed hereto as Annexure - A' and forms partof this report
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the policy is explained in the corporateGovernance Report and also posted on the website of the company.
Your Directors express their sincere appreciation for the cooperation and supportreceived from shareholders bankers financial institutions regulatory bodies customerssuppliers employees and other business constituents during the year under review.
| ||For and on behalf of The Board |
|Tushar Bhandari ||Nitin Tibrewal |
|Director ||Director |
|DIN: 03583114 ||DIN: 01892892 |
|Place: Indore || |
|Dated: 26th May 2017 || |