To the Members
Your Directors have pleasure in presenting their 27th Annual Report together with theAudited Accounts and Auditor's Report of the Company for the year ended on 31st March2016.
|PARTICULARS ||2015-2016 ||2014-2015 |
|Turnover ||28752.40 ||29848.68 |
|Profit/(Loss) before Interest Depreciation & Tax ||3865.40 ||3506.65 |
|Less: Interest ||518.96 ||653.63 |
|Profit before Depreciation ||3346.44 ||2853.02 |
|Less: Depreciation ||1034.16 ||1010.01 |
|Profit / (Loss) before Tax ||2312.28 ||1843.01 |
|Provision of Tax ||883.13 ||609.36 |
|Net Profit/Loss ||1429.15 ||1233.64 |
|APPROPRIATIONS || || |
|General Reserve ||100.00 ||100.00 |
|Proposed Dividend ||90.40 ||45.20 |
|Tax on Dividend ||18.40 ||09.20 |
|Amount carried to next year ||5329.76 ||4109.41 |
RESULTS OF OPERATIONS
Your Company has achieved a turnover of Rs. 28752.40 lakhs in the current year againstRs. 29848.68 lakhs in the previous year inspite of adverse market scenario of theindustry.
Operating Profit (EBIDTA) for the year stood at Rs. 3865.40 lakhs an increase of 10.2%from Rs. 3506.65 lakhs in comparison to 2014-15. Your Directors consider overallperformance of the Company is satisfactory.
MODERNISATION AND EXPANSION
The SAP ERP implementation/system development project undertaken by the companysuccessfully completed and which has improved the performance and operating effectivenessof the company at functional levels.
During the year under review Company has allotted 9039600 fully paid up equity share offace value Rs. 10/- each aggregating Rs. 90396000/- for issuance of 1 (one) fullypaid-up equity shares of Rs. 10/- each held for the every one equity shares of Rs.10/-each fully paid up by the Member (i.e. in the proportion of 1:1) pursuant to a bonus issueapproved by the shareholders in their Extraordinary General Meeting held on 22nd February2016.
Your directors have pleasure in recommending Dividend of 5% i.e. Rs. 0.50/- each onEquity Shares for approval of the members (previous year 2014-15 dividend per Share Rs.0.50/- each ) at the ensuing Annual General meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134(5) of the Companies Act 2013 the Directors confirm:
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 affairs of the company as on 31st March 2016 and of its profit forthe year ended on that date.
c) that proper and sufficient 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
In terms of section(s) 149152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the Directors liable to retire by rotation theIndependent Directors are not included in the total number of Directors of the Company.Accordingly Mr. Ashish Kumar Gadia (DIN: 00736991) shall retires by rotation at theensuing Annual General Meeting and being eligible has offers himself for re-appointmentas a Director of the Company.
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 year under review Mr. Sumit Jaitely was appointed as Company Secretary witheffect from 14.09.2015 of the Company.
During the year Eleven Board Meetings Four Audit Committee Eight StakeholdersRelationship committee One Nomination & Remuneration Committee and two CSR CommitteeMeeting were convened and held.
PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and stipulated under clause 49 oflisting agreement with stock exchange as well as the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors adopted a formalmechanism for evaluating its performance and as well as that of its committees andindividual Director.
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 A"
The Company has complied with the mandatory provisions of Corporate Governance asprescribed in the clause 49 of the listing agreement with the Stock Exchange as well asthe SEBI (LODR) Regulations 2015 as applicable to the Company since 1st December 2015. Aseparate report on Corporate Governance and Auditors Report there on are included as partof the Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.
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.
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.
Pursuant to the provision of section 139 (2) and other applicable provisions of thecompanies act 2013 and the rules made thereunder M/s. B. K. Agrawal & Co. CharteredAccountants (FRN 314202E) and M/s. M. D. Agrawal & Co. Chartered Accountants (FRN001177C) Auditors of the Company hold office until the conclusion of the ensuing AnnualGeneral Meeting and being eligible offer themselves for reappointment.
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 - 700017 SecretarialAuditor of the company. Secretarial Audit report is annexed herewith as "AnnexureB"
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as "Annexure C"
The continuation of investment in subsidiary M/s Vedant Energy Pvt. Ltd. was notrelevant for the company hence the company dispose of the shares of the subsidiary duringfinancial year.
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 D" 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.
The Securities and Exchange board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during March 2016.
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 differential 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.
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 efficientservices 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 and forms part of this report
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
(I) The remuneration of each Director Chief Financial Officer and Company Secretaryduring the financial year 2015-16 are as under:
|Sr. ||Name of Director /KMP and Designation ||Remuneration of Director /KMP for Financial Year 2015-16 ||% increase in Remuneration in the Financial Year 2015-16 |
|1 ||Mr. Ashish Gadia || || |
| ||Whole Time Director ||3.94 ||NA |
|2 ||Mr. Manish Tibrewal || || |
| ||Non Executive Director ||NIL ||NIL |
|3 ||Mr. Nitin Tibrewal || || |
| ||Non Executive Director ||NIL ||NIL |
|4 ||Mrs. Dishita Tibrewal || || |
| ||Non Executive Director ||NIL ||NIL |
|5 ||Mr. Tushar Bhandari || || |
| ||Chief Financial officer ||5.78 ||NIL |
|6 ||Mr. Sumit Jaitely || || |
| ||Company Secretary ||3.46 ||NIL |
| ||(Appointed wef 14.09.15) || || |
II. There were 295 permanent employees on the roll of the company as on 31st March2016
III. Median Remuneration of the employee of the Company during the financial year wasRs. 1.45 Lakh.
IV. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year 2014-15 was 12.5%.
V. The parameters for the variable component of remuneration availed by the directorsare considered by the board of directors base on the recommendation of Nomination andRemuneration Committee as per the Remuneration Policy of the Directors Key managerialpersonnel and other employees.
VI. It is hereby affirm that the remuneration paid is as per the Remuneration Policyfor the Directors key managerial Personnel and other employees.
STATEMENT OF PARTICULARS OF EMPLOYEE PURSUANT TO PROVISIONS OF SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 EMPLOYED THROUGHOUT THE FINANCIAL YEAR 2015-16
Name Age Qualification Designation Date of Commencement of the employment Experience(Years) Gross Remuneration Previous Employment Previous Designation
Mr Anand Kumar Kedia 51 M Com. Chairman - Business Promotion & Development01/04/1990 26 years Rs. 286.90 Lakh Mr Prasann Kumar Kedia 44 MBA Vice Chairman -Operation & Business Development 01/04/199422 years Rs. 286.90 Lakh.
Your Directors express their sincere appreciation for the co-operation 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 || |
| ||Ashish Gadia ||Nitin Tibrewal |
|Place: Indore ||Director ||Director |
|Dated: 30th May 2016 ||DIN:00736991 ||DIN:01892892 |