The Board of Directors present their 28th Annual Report together withFinancial Statements for the year ended 31st March 2017.
1. OPERATIONS AND FINANCIAL RESULTS
| ||Year Ended ||Year Ended |
| ||31/03/2017 ||31/03/2016 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Sales ||3922.71 ||3096.77 |
|Other Income ||7.38 ||7.28 |
|Profit for the year before Depreciation Exceptional Items &Tax ||39.41 ||(21.18) |
|Less : Depreciation ||21.99 ||23.37 |
|Add : Exceptional items || ||53.96 |
|Profit before Tax ||17.42 ||9.41 |
|Less : Provision for Tax ||3.50 ||1.80 |
|Profit after tax ||13.92 ||7.61 |
|Add/Less: IT Provisions for earlier years ||(0.40) ||0.32 |
|Add: Additional Depreciation written back || ||23.92 |
|Profit for the year ||13.52 ||31.85 |
|Profit (Loss) Brought forward from Previous Year ||(68.36) ||(100.21) |
|Profit/ (Loss) carried to Balance Sheet ||(54.84) ||(68.36) |
Your Company has managed to achieve reasonable good performance during the year inspite of difficult market conditions.
The company has produced 4137.81 tons against 3292.73 tons during the previous yearresulting in sales turnover of Re.3922.71 lacs as against Re.3096.77 lacs during theprevious year.
Directors do not recommend any dividend due to the accumulated losses suffered by thecompany.
4. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
Mrs. Varsha Jitendra Vakharia (DIN: 00052361) is liable to retire by rotation at theensuing Annual General Meeting and being eligible seeks reappointment pursuant to Section152 of the Companies Act 2013
B) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance ofindividual Directors as well as the evaluation of the working of all Committees.
C) Declaration by an Independent Director(s)
All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6) of Section 149.
The appointment of M/s. K.S. Maheshwari & Co. Chartered Accountants MemberStatutory Auditors of the Company is valid upto conclusion of ensuing Annual GeneralMeeting. Being eligible they offer themselves for re-appointment. Directors recommendtheir re-appointment as Statutory Auditors of the Company.
6. DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Company hastaken loans from Directors as per the details given in Financial Statements.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details required are given in the notes to the financial statements.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that :-
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same.
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state affairs of the Company as at March 31 2017 and of the profit ofthe company for the year ended on that date.
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
9. AUDITORS REPORT
Auditors notes are self-explanatory and do not call for any further comments. There areno qualifications in Auditors Report.
There are no frauds reported by Auditors u/s.143(12) of the Companies Act 2013.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureA to this report.
11. DETAILS OF COMMITTEES OF THE BOARD
The Board has constituted the Audit Committee Nomination and Remuneration Committeeand Stakeholders' Relationship Committee . The Composition of aforesaid committees andcompliances as per the applicable provisions of the Companies Act 2013 and the Rulesmade under and Listing / Regulations are as follows:
A. Audit Committee:
The Audit Committee comprises of two Independent Directors namely Shri Dinesh P.Turakhia Chairman and Shri Nitin I. Parikh and also Shri Jitendra K. VakhariaManaging Director as member. All recommendations made by the Audit Committee were acceptedby the Board.
Details of establishment of vigil mechanism for directors and employees:
The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Mr. Dinesh P. Turakhia Chairpersonof the Audit Committee.
B. Nomination and remuneration committee:
The Board has constituted Nomination and Remuneration Committee under Section 178 ofthe Companies Act 2013. Mr. Dinesh P.Turakhia Independent Director is the Chairman ofthe said Committee and Mr. Nitin I. Parekh Independent Director and Mrs . Varsha J.Vakharia Director are the members of the Committee. The Committee has framed a policy todetermine the qualification and attributes for appointment and basis of determination ofremuneration of all the Directors Key Managerial Personnel and other employees.
C. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee comprises of Mr. Dinesh P. TurakhiaIndependent Director as the Chairman of the Committee and Mr. Jitendra K. VakhariaManaging Director and Mrs. Varsha J. Vakharia Director as the members of the Committee.The role of the Committee is to consider and resolve securities holders' complaints. Thecomplaints are responded resolved within the time frame provided.
12 . SECRETARIAL AUDITOR
The Board has appointed M/s. A. M. Sheth & Associates Practising CompanySecretary to conduct Secretarial Audit for the financial year 2016-17 as requiredu/s.204 of the Companies Act 2013 and the rules framed thereunder. The Secretarial AuditReport for the financial year ended March 31 2017 is annexed herewith marked as AnnexureB to this Report The
Secretarial Audit Report does not contain any qualification reservation or adverseremark.
13. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met 4 times during the financial year from 1 stApril 2016 to 31st March 2017. The dates on which the meetings were held areas follows:- 30th May 2016 12th August 2016 12thNovember 2016 and 13th February 2017.
14. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure C tothis Report.
15. RISK MANAGEMENT PLAN
There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. There are no risks which threaten the existence of the company.
16. CORPORATE SOCIAL RESPONSIBILITY
Provisions of section 135 of the Companies Act 2013 are not applicable to the company.
17. CORPORATE GOVERNANCE
The Company is adhering to good corporate governance practices in every sphere of itsoperations. The corporate governance provisions as specified in regulations 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV are not applicable to the Company as company's paid up capital is less than Rs.10 croresand net worth is less than Rs. 25 crores. Management Discussions and Analysis Report isattached herewith as Annexure D
18. CONTRACTS U/S. 188
All contract/arrangements / transactions entered by the company during the financialyear with related parties were in ordinary course of business and on an arm's lengthbasis. Form AOC2 giving details of contract is attached herewith as Annexure E .
19. INTERNAL FINANCIAL CONTROL
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business.
20. DIRECTORS REMUNERATION
Remuneration policy for Directors Key Managerial Persons and other employees isattached herewith as Annexure F. Particulars of Directors Remuneration as requiredu/s. 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel)Rules 2014 are attached herewith as Annexure G.
21. CODE OF CONDUCT
Declaration by Managing Director under Para D of Schedule V of Listing Regulations2015.
"I hereby declare that all the Board members and Senior Management Personnel ofthe Company have affirmed compliance with the code of conduct of Board of Directors andSenior Management."
22 . CONSOLIDATION OF SHARE CAPITAL
The Board of Directors have subject to approval of Members approved consolidation ofevery 10 equity shares of Re.1/- each to 1 equity share of Rs.10/- each and consequentialamendments be made in the Memorandum of Association and the Articles of Association of theCompany and also the subscribed and fully paid up Equity Share Capital of the Company. Theproposed consolidation is in the best interest of the members of the company.
23 . RECLASSIFICATION OF SHAREHOLDER
The Board of Directors have subject to approval of Members approved an applicationreceived from one of the Members of the Company (Mrs. Leena D. Dadia Jt. with Ms. Ami D.Dadia holding 2562960 equity shares of the Company constituting 4.55% of the issued andpaid-up share capital of Company} requesting to reclassify them from "PromoterCategory" to "Public Category". The shareholding of Promoters afterproposed re-classification will be 67.72% of the issued and paid-up share capital ofCompany. Mrs. Leena D. Dadia Jt. Ami D. Dadia (Applicant) are related to Shri Jitendra K.Vakharia and Smt. Varsha J. Vakharia Directors of the Company.
24. EQUITY SHARES IN UNCLAIMED SUSPENSE ACCOUNT UNDER REGULATION 39 AND SCHEULDEVI OF LISTING REGULATIONS
Details of Equity shares in Unclaimed Suspense Account under Regulations 39 andSchedule VI are as follows:-
|Description ||No. of Records ||No of Equity Shares of Re.1/- each |
|No. of shareholders and outstanding shares at the beginning of the year ||435 ||733800 |
|No. of shareholder's request received for transfer of shares during the year ||2 ||6600 |
|No. of shareholders to whom shares transferred During the year ||2 ||6600 |
|No. of shareholders and outstanding shares at the end of the year ||433 ||727200 |
The voting rights on the above shares shall remain frozen till the rightful owner ofsuch shares claim the shares
25. GENERAL DISCLOSURES
No disclosure is required in respect of following matters:-
(a) Subsidiary Associate or Joint Venture Company.
(b) Material orders passed by the Regulators or Courts or Tribunals.
(c) Equity shares with differential rights.
(d) Sweat equity shares.
(e) Employee Stock Options Scheme.
(f) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02crore p.a. or Rs. 8.50 lakhs per month.)
(g) Sexual Harassment of Women at work place (Prevention Prohibition and Redressal)Act 2013. (No cases filed).
The Directors wish to place on record appreciation for the efforts put in by all theemployees of the Company. They are thankful to Company's Bankers for the support extendedto the company.
For and on behalf of the Board of Director
| ||-- Sd -- ||-- Sd -- |
| ||J. K. Vakharia ||V. J. Vakharia |
| ||Managing Director ||Director |
| ||(DIN 00047777) ||(DIN 00052361) |
|Place :- Mumbai || || |
|Date :- 4th July 2017 || || |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :
Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 (3) Companies (Accounts) Rules 2014 are provided below.
(A) CONSERVATION OF ENERGY
|(i) ||the steps taken or impact on conservation of energy ||Energy conservation continues to receive priority attention at all levels. |
|(ii) ||the steps taken by the company for utilising alternate sources of energy ||All efforts are made to conserve and optimise use of energy with continuous monitoring improvement in maintenance and distribution systems and through improved operational techniques. |
|(iii) ||the capital investment on energy conservation equipment ||No Capital has been earmarked separately for Energy Conservation equipment. |
|(B) ||TECHNOLOGY ABSORPTION || |
| ||NIL || |
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
|Foreign Exchange earned : ||NIL |
|Foreign Exchange outgo : ||NIL |