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Excel Castronics Ltd.

BSE: 526735 Sector: Industrials
NSE: N.A. ISIN Code: INE501O01036
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VOLUME 144911
52-Week high 4.88
52-Week low 1.39
P/E 3.66
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.39
Sell Qty 7195.00
OPEN 1.50
CLOSE 1.46
VOLUME 144911
52-Week high 4.88
52-Week low 1.39
P/E 3.66
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.39
Sell Qty 7195.00

Excel Castronics Ltd. (EXCELCASTRO) - Director Report

Company director report

Dear Members

Your Directors feel pleasure in presenting their 24th Annual Report together with theAudited Statements of accounts for the Financial Year ended on 31st March 2016.

1. FINANCIAL RESULTS:

During the year under review the Company has shown notable performance. The extractsof financial results 2015-16 are as under:

(Rs. In Lacs)
Particulars Current Year Previous Year
2015 - 16 2014 - 15
Rs. Rs.
Sales & Other Income 7646.86 305.93
Financial Expenses 31.13 0.17
Depreciation 17.73 0.70
Profit / (Loss) Before Taxation 112.84 71.26
Provision for Income Tax 26.28 13.86
Provision for Deferred Tax 8.83 0.15
Profit after Taxation 77.73 57.56
Appropriation for Interim/Final Dividend and Tax 61.07 24.43
thereon
Transfer to General Reserve NIL NIL
Surplus brought forward 77.73 55.82
Balance Carried to Balance Sheet 167.74 88.95

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the year the company has shown a rapid growth in its business operations. TotalSales & other income of the Company has been increased from Rs. 305.93 lacs ofprevious year to Rs. 7646.86 lacs during the year under Report. Further the Net profit ofthe Company has been increased from Rs. 57.56 lacs of fiscal 2014-15 to Rs. 77.73 lacsduring the year under Report. The Board of your Company anticipates more development inthe business in the year to come.

3. DIVIDEND:

The Board of Directors of the Company in the Board Meeting held on 27th June 2016recommended final dividend of Re. 0.15/- or 7.5 % per equity share of face value of Rs.2/-. The payment of dividend is subject to approval of Members in the ensuing AnnualGeneral Meeting.

DEPOSITS AND LONG TERM BORROWINGS:

During the year Company has not accepted any Deposits falling within purview ofSection 73 of the Companies Act 2013 read with Rules made thereunder.

The long term borrowings of the Company are within limits of Section 186(1) of the Actand hence no special resolution was required to be passed.

A. RELATED PARTIES TRANSACTIONS

During the year Company has entered in related party transactions as defined undersection 188 of Companies Act 2013 which are under the prescribed limits as per the rulesframed there under therefore; the company is not required to take approval of members.

4. SUBSIDIARIES AND JOINT VENTURE

Company does not have any subsidiary companies. Company has not made any investment inJoint Venture.

5. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2015-16 the Board of Directors states that:

a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2016 and of the profitsfor the year ended 31st March 2016;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the annual accounts have been prepared 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.

6. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.

7. AUDITORS:

STATUTORY AUDITORS:

Members are aware that Mr Vipul Shah Statutory Auditors of the Company have resignedw.e.f. 04th May 2016 and the Board recommended appointment of M/s A D Vyas & Co.Chartered Accountants Rajkot for statutory audit of Financial year 2015-16. Theappointment was duly approved by shareholders of the Company by passing the Resolutionthrough postal ballot on 16th June 2016.

Further in terms of the provisions of Section 139 of the Act M/s. A D Vyas &Company Chartered Accountants (FRN: 113588W) are retiring at the ensuing AGM hold officetill the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Auditors’ report for financial year 2015-16 is self explanatory and forms partof this Annual Report and does not contain any qualification reservation or adverseremark.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed CS Nayana Chopra Parasmalji Practicing company secretarybearing Membership no.ACS 32833 & CP No. 12187 as Secretarial Auditors of the Companyfor FY 2015-16. A Secretarial Audit Report for FY 2015-16 is annexed herewith as AnnexureA.

8. DIRECTORS AND KEY MANAGARIAL PERSONNEL:

During the year the Board has re-designated Mr. Jayesh Madiyar as Chairman and ManagingDirector w.e.f. 11th January 2016 subject to approval of Members at the ensuing AnnualGeneral Meeting.

The Company has appointed Mr. Jaykumar Belani as the Company secretary and Complianceofficer of the company w.e.f. 11th January 2016.

The term of office of the following directors is expired under section 161 of theCompanies Act 2013.

1. Mrs. Payal Jayeshbhai Madiyar.

2. Mr. Vallabhaji Surji Thacker.

Mrs. Payal Jayeshbhai Madiyar and Mr. Vallabhaji Surji Thacker are proposed to beappointed as Non Executive Directors of the Company under section 152 161 and all otherapplicable provisions of the Companies Act 2013

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2015-16 confirming that they meetthe criteria of independence as prescribed under the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met 08 (eight) times on 30.05.2015 14.08.2015 09.11.2015 29.12.201511.01.2016 02.02.2016 24.02.2016 and 03.03.2016 respectively.

POLICY ON DIRECTORS’ APPOINTMENT

Pursuant to provisions of section 178 read with 134(3) (e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification / appointment of Directors which are as under:

Criteria for Appointment:

a) The proposed Director shall meet all statutory requirements and should:

- Possess highest values ethics and integrity.

- Not have any direct or indirect conflict with business operations.

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

Board Members may suggest any potential person to the Chairman of the Companymeeting the above criteria. If the chairman deems fit recommendation will be made by himto NRC.

- Chairman himself can also recommend a person to NRC.

- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.

- Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation

The Board considered and approved criteria for performance evaluation of itself thatof its committees and individual directors as follow:

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation meetings.

Criteria for Independent and Non Independent Directors’ evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders’ interest.

MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the

Chairman of Independent Directors’ meeting for Board and Non-Independent Directorswhile the process of evaluation of the Independent Directors was coordinated by theChairman of the Company. Based on this Chairman of the Company briefed the Board and eachof the Individual Directors as applicable.

9. REMUNERATION

REMUNERATION POLICY

The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:

a) Components of Remuneration:

The Remuneration of the Directors key managerial Personnel includes only gross salaryand as of now the company does not provide any perquisites or other facility.

b) Annual Appraisal process:

Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:

- Employees self-assessment

- Assessment by Immediate Superior and

- Assessment by Head of Department

- Annual Increment leading to an increase in Fixed Pay consists of

- Economic Rise based on All India Consumer Price Index published by the Government ofIndia or Internal Survey wherein inflation on commonly used items is calculated.

Remuneration of Independent Directors:

The Independent directors have not been paid any remuneration during the year underreview.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

- The remuneration ration of managing director to the median remuneration of theemployees is 1.67:1.

- There was no increment in the remuneration of Key Managerial Personnel or anydirector of the company during in financial year.

- There was no increase in the median of remuneration of employees in the financialyear.

- The total employee strength of the company as on 31.03.2016 was 16 and it does notinclude labor and workman.

10. Audit and risk management:

During the year the Board decided that the Audit Committee shall also carry out therole of Risk Management and so Audit Committee has been re named as Audit and RiskManagement Committee and also changed its terms of reference in this context.

Composition and Attendance of Audit Committee:

Name of Members of Audit Committee Designation 30.05.2015 14.08.2015 09.11.2015 11.01.16
Mr. Vallabhaji Surji Thacker Chairman v v v v
Mrs. Manali Doshi Kalendu Member v v v v
Mr. Dhaval Dangar Member v v v v

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy in compliance with Listing Regulationsand Companies Act 2013. The Policy empowers all the Stakeholders to raise concerns bymaking Protected Disclosures as defined in the Policy. The Policy also provides foradequate safeguards against victimization of Whistle Blower who avail of such mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases. The functioning of the Whistle Blower mechanism is reviewed by the Audit Committeeon a quarterly basis. RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed various risks factors with potential impact onthe Company in achieving its strategic objectives or may threaten its existence. ThePolicy lays down procedures for risk identification assessment monitoring review andreporting. The Policy also lists the roles and responsibilities of Board and RiskManagement Committee.

11. ENVIRONMENT HEALTH AND SAFETY

The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.

12. CORPORATE GOVERNANCE

As per the new SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 the corporate governance regulation under same are not applicable to the Companytherefore the company is not require to furnish corporate governance report or certificateof auditor for corporate governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT

We are engaged in the business of trading in agriculture commodities majorly supplyingof castor seeds as raw material to one of the big organization of Gujarat. Moreover thecompany was incorporated in the year 1992 with the name Ahmedabad Gases Private Limitedthen it got converted into public company and was engaged in the business of industrialand medical gases.

Further the company was amalgamated with Excel Castronics Limited and Indus Coils andPlates Limited by arranging a composite scheme of arrangement for revival of AhmedabadGases Limited. Then Excel Castronics Limited engaged in the business of trading in castorseeds castor oil and other agriculture commodities.

Recently the company is planning to enter into processing business of cashew nuts andcardamom. The Company is also planning to arrange contract farming with the help offarmers and few schedule banks.

OPPPORTUNITIES AND THREATS

The company is majorly in the business of trading of castor seeds and castor oil it isa regular supplier of castor seeds to a giant organization in Gujarat and in the nearfuture we will try to become one of the daily quantitative supplier to the said giantorganization.

The Company is planning to set of processing of cashew nuts and cardamom and willcreate a brand for trading the same in near future in the same business few small andmedium organization are working so the company will have a competitive market for the newbusiness activity.

RISKS AND CONCERNS

The Management of the company time to time reviews the prospective risks i.e. whetherit is regulatory political environmental and financial. The Company has its adequatesystem to ensure compliance with regulatory statutory and financial matters.

INTERNAL CONTROL SYSTEM AND ADEQUCY

The Company's internal control systems are commensurate with the nature of its businessand the size and complexities of its operations. These systems are designed to ensure thatall assets of the Company are safeguarded and protected against any loss and that alltransactions are properly authorized recorded and reported.

FINANCIAL PERFORMANCE

The turnover of the company for the year ended 31st March 2016 was Rs. 76.46 Crore asagainst the previous year’s sales of Rs. 3.05 Crore. The profit after taxation forthe year under review was Rs. 77.73 Lacs as compared to Rs. 57.56 Lacs for the precedingyear.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

The total employee strength of the company as on 31.03.2016 was 16 and it does notinclude labor and workman.

CAUTIONARY STATEMENT

Statement in this Management Discussion and analysis describing the Company'sobjective projects estimates and expectations may be forward looking statement' withinthe meaning of applicable laws and regulations. Actual results may vary significantly fromthe forward-looking statements contained in this document due to various risks anduncertainties. Several factors could make a significant difference to the Company'soperations. These include economic conditions Government regulations and Tax

Laws Political situation natural calamities etc. over which the Company does not haveany direct control.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2015-16 Company has not undertaken any manufacturingoperations. Hence no disclosure is required for conservation of energy and technologyabsorption.

During the financial year 2015-16 foreign exchange earnings and outgo are as under:

Foreign exchange earnings: Rs.5 87895.55.

Foreign exchange out go: Rs. 78 62070.48.

16. THE EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed to this Directors’Report.

17. APPRECIATION AND ACKNOWLEDGMENT

Your Directors sincerely express their deep appreciation to employees at all levelsbankers customers and shareholders for their sustained support and co-operation and hopethat the same will continue in future.

Place: Rajkot By Order of The Board
Date: 01st September 2016 For Excel Castronics Limited
Jayesh Madiyar
Chairman & Managing Director
DIN:03045045