Your Directors have pleasure in presenting the 45th Annual Report of theCompany together with the audited accounts for the
Financial Year ended March 31 2016.
1. Financial summary or highlights/Performance of the Company
|FINANCIAL RESULTS: || ||(Rupees in lacs) |
|Particular ||2015-2016 ||2014-2015 |
| ||Rs. ||Rs. |
|Operating Profit ||645.92 ||742.81 |
|Less : Depreciation ||28.77 ||39.02 |
|Total Profit for the year after depreciation but before tax ||617.15 ||703.79 |
|Less : Provision for taxation ||207.00 ||231.98 |
|Less : Provision for deferred tax assets / liabilities ||0.21 ||-3.34 |
|Profit after tax ||409.94 ||475.15 |
|Balance of profit brought forward from previous year ||1973.33 ||1564.74 |
|Profit available for appropriation ||2383.27 ||2039.89 |
|Less : Proposed dividend ||12.25 ||12.25 |
|Less : Tax on proposed dividend ||2.49 ||2.51 |
|Less : Transferred to general reserve ||41.07 ||47.55 |
|Less : Depreciation charged to Reserve & Surplus (P&L A/c) ||-- ||4.25 |
|Net profit carried forward to balance sheet ||2327.46 ||1973.33 |
The Directors are pleased to recommend for the approval of the shareholders a dividendat the rate of 35% per share (i.e. Rs 0.70 per share) each on the paid-up equity sharecapital of the Company with respect to the financial year 2015-2016 maintaining the samerate as that of F.Y. 2014-15.
The Company proposes to carry Rs.41.07 lakhs to general reserve from net profit of theCompany.
4. Brief description of the Companys working during the year/State ofCompanys affair
Total turnover during the year is Rs.2562.78 Lac (Previous Year Rs. 3049.51 Lac)showing decrease of 15.96% over the previous year and a profit after depreciation andinterest of Rs. 617.15 Lac (Previous Year Profit of Rs. 703.79 Lac). Exports during theyear were Rs. 2482.84 Lac as against Rs. 2925.01 Lac during the previous year. During thecurrent year export sales are 96.88% of total turnover.
As in the past during the coming years more focus will be on exports with regularvisits to customers and tapping new customers at trade fairs and exhibitions.
5. Change in the nature of business if any
There is no change in the nature of business during the financial year 2015-16.
6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and companys operations in future
In the knowledge of Board no significant and material orders have been passed by anyregulators or courts or tribunals impacting the going concern status and company'soperations in future during the financial year and or subsequent to the close of thefinancial year of the Company to which the balance sheet relates and the date of thereport.
8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for internal financial controls.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.
No details are given as your Company has no Subsidiary/Joint Ventures/AssociateCompanies during the year.
Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore the details relating to deposits covered underChapter V of the Act is not applicable.
12. Statutory Auditors
M/s. Kanu Doshi Associates LLP Chartered Accountants bearing FRN: 104746W Auditorsof the Company retire at the ensuing Annual General Meeting and are eligible forreappointment.
The Company has obtained a letter of consent and also a certificate under section 139and 141 of the Companies Act 2013 from the Auditors to the effect that theirappointment if made would be within the limits prescribed in the said section.
13. Auditors Report
No qualification reservation or adverse remark or disclaimer has been made by theAuditors in their Auditors' Report for the year 2015-16. The directors confirm that nofrauds were reported by auditor under subsection (12) of section 143.
14. Share Capital
During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.
15. Extract of the annual return
The extract of the annual return in Form No. MGT - 9 forming part of the Board's reportis attached herewith as (Annexure-A).
16 . Conservation of energy technology absorption and foreign exchange earningsand outgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-B).
17. Corporate Social Responsibility (CSR)
The details on the CSR activities are enclosed as (Annexure-C).
A) Changes in Directors and Key Managerial Personnel
The following changes in Directors and Key Managerial Personnel were made during thefinancial year 2015-16:
|Sr. No. ||Name of Director/ Key Managerial Personnel ||Designation ||Category ||Date of Appointment ||Date of Cessation |
|1 ||Anju Aggarwal ||Additional Director || || || |
| ||[DIN: 00094267] ||[Non Executive Director] ||Promoter Group ||31.03.2015 ||30.05.2015 |
|2 ||Diya Aggarwal ||Additional Director || || || |
| ||[DIN: 07158255] ||[Non Executive Director] ||Promoter Group ||13.08.2015 ||29.09.2015 |
|3 ||Ankit Jain* ||Non Executive Director ||Independent ||29.09.2015 ||-- |
| ||[DIN: 02918898] || || || || |
|4 ||Rajendra Prasad Sinha* ||Non Executive Director ||Independent ||29.09.2015 ||-- |
| ||[DIN: 02129566] || || || || |
|5 ||Ravikant Dhawan* ||Non Executive Director ||Independent ||29.09.2015 ||-- |
| ||[DIN: 00101878] || || || || |
|6 ||Anju Aggarwal ||Additional Director || || || |
| ||[DIN: 00094267] ||[Non Executive Director] ||Promoter Group ||28.12.2015 ||-- |
* Already appointed as an Independent Director in the 43rd Annual General Meeting forthe term up to the next Annual General Meeting i.e. 44th Annual General Meeting. And at44th Annual General Meeting held on 29.09.2015 has been appointed as an IndependentDirector for the term of five years by passing special resolution.
B) Declaration by an Independent Director(s):
Declarations by Mr. Ankit Jain Mr. Rajendra Prasad Sinha and Mr. Ravikant DhawanIndependent Directors that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013 have been given.
The Board of Directors declares that the Independent Directors Mr. Ankit Jain Mr.Rajendra Prasad Sinha and Mr. Ravikant Dhawan in the opinion of the Board are:
a) persons of integrity and they possess relevant expertise and experience;
b) not a promoter of the Company or its holding subsidiary or associate company;
c) not related to promoters or directors of the company or its holding subsidiary orassociate company;
d) have/had no pecuniary relationship with the company its holding or subsidiary orassociate company or promoters or directors of the said companies during the twoimmediately preceding financial years or during the current financial year;
e) none of their relatives have or had pecuniary relationship or transactions with thecompany its holding subsidiary or associate company or promoters or directors of thesaid companies amounting to two percent or more of its gross turnover or total income orfifty lakh rupees whichever is lower during the two immediately preceding financial yearsor during the current financial year;
f) neither they nor any of their relatives -
i. hold or have held the position of a key managerial personnel or are or have beenemployees of the Company or its holding subsidiary associate company in any of the threefinancial years immediately preceding the current financial year.
ii. are or had been employee or proprietor or a partner in any of the three financialyears immediately preceding the current financial year of
a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company
b) any legal or consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten percent or more of grossturnover of the said firm;
iii) hold together with their relatives two percent or more of the total voting powerof the company or
iv) is a Chief Executive or director of any non-profit organization that receivestwenty-five percent or more of its receipts from the company any of the promoters ordirectors of the company or its holding subsidiary or associate company or that holds twopercent or more of the total voting powers of the company;
g) possess qualifications prescribed in Rule 5 of The Companies (Appointment andQualification of Directors) Rules 2014.
C) Formal Annual Evaluation.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors. The Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its committee. The Board of Directors hasexpressed their satisfaction with the evaluation process.
19. Number of meetings of the Board of Directors
|Name of the Director ||Category of the Director ||Date of Board Meeting and attendance |
| || ||30.05.2015 ||13.08.2015 ||05.11.2015 ||10.02.2016 |
|Rajiv Aggarwal ||Chairman & Managing || || || || |
| ||Director || || || || |
|Ankit Jain ||[Non Executive] Independent Director || || ||_ || |
|Ravikant Dhawan ||[Non Executive] Independent Director || || || || |
|Rajendra Prasad Sinha ||[Non Executive] Independent Director || || || ||_ |
|Anju Aggarwal ||Additional Non Executive Director ||_ ||_ ||_ || |
|Diya Aggarwal ||Additional Non Executive ||_ ||_ ||_ ||_ |
|[13.08.2015 to 29.09.2015] || || || || || |
20. Audit Committee
Audit Committee comprising of the following Directors of the Board:
|Name ||Category ||Status ||No. of Meeting Attended. |
|Mr. Ankit Jain ||[Non Executive] Independent Director ||Chairman ||4/5 |
|Mr. Rajiv Aggarwal ||Managing Director ||Member ||5/5 |
|Mr. Ravikant Dhawan ||[Non Executive] Independent Director ||Member ||5/5 |
During the year from 01st April 2015 to 31st March 2016 the Audit Committee met fivetimes on 30.05.2015 13.08.2015 05.11.2015 10.02.2016 and 29.03.2016.
21. Nomination and Remuneration Committee
Nomination and Remuneration Committee comprising of the following Directors of theBoard:
|Name ||Category ||Status ||No. of Meeting Attended. |
|Mr. Ankit Jain ||[Non Executive] Independent Director ||Chairman ||3/3 |
|Mr. Rajendra Prasad Sinha ||[Non Executive] Independent Director ||Member ||2/3 |
|Mr. Ravikant Dhawan ||[Non Executive] Independent Director ||Member ||3/3 |
The Committee met on 30.05.2015 13.08.2015 and 10.02.2016 during the year 01st April2015 to 31st March 2016.
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/Independent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with the performance ofindividual/group and also maintains a balance between both short and long term objectivesof the company.
22. Stakeholders Relationship Committee
Stakeholders Relationship Committee comprises of the following Directors of the Board.
|Name ||Category ||Status ||No. of Meeting Attended. |
|Mr. Ravikan Dhawan ||[Non Executive] Independent Director ||Chairman ||1/1 |
|Mr. Rajiv Aggarwal ||Managing Director ||Member ||1/1 |
|Mr. Ankit Jain ||[Non Executive] Independent Director ||Member ||1/1 |
The Committee met once on 10.02.2016 during the year 01st April 2015 to 31st March2016.
23. Details of establishment of whistle blower policy for directors and employees.
The Company has framed a whistle blower policy in terms of Companies Act 2013 and thesame may be accessed on the Company's website. And that the every employee of the Companycan directly report to the Chairman of the Audit Committee when she / he become aware ofany actual or possible violation of the Code or an event of misconduct act of misdemeanoror act not in the company's interest.
24. Particulars of loans guarantees or investments under section 186
The Company has given loans or guarantee or made an investment in the following mannerduring the financial year 2015-2016:
| ||Particulars of Loan Guarantee or investment ||Amount In Rs. ||Approved at Board meeting dated ||1. % of Paid up Capital + Free reserves + Securities premium account or 2. % of Free reserves + Securities premium account ||Whether approval of Members vide SR taken ||Other Details |
|1. ||Loan given to Him Teknoforge Limited. ||Till the year end i.e. as on 31.03.2016 loan amount is Rs. 25.50 Crores. As on 31.03.2015 loan amount is Rs. 17 Crores. ||Approval of loan amount exceeding Rs. 18 crore @ 12% p.a. for sum not exceeding Rs. 30 Crore by Board resolution dated 13.03.2015 Approval of loan amount up to Rs. 18 crore @ 11% p.a. by Board resolution dated 14.05.2014 ||1. 94.20% of Paid up Capital + Free reserve + Securities Premium Account. 2. 95.43% of Free reserves + Securities Premium Account. ||Members approved loan amount upto Rs. 50 crore by Special Resolution dated 11.02.2015 through postal ballot. ||During the year Company earned interest of Rs. 25289865 on given loan. |
Further the Company states that the loan is given at a rate of interest not lower thanthe prevailing yield of one year three year five year or ten year government securityclosest to the tenor of loan.
The Company has not given guarantee or made an investment during the financial year2015-16.
25. Particulars of contracts or arrangements with related parties:
Particulars of contracts or arrangements with related parties are given in Form AOC-2enclosed as (Annexure-D).
26. Managerial Remuneration:
Disclosures pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-E).
27. Secretarial Audit Report
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. Dinesh Mehta & Co. a company secretary in practice enclosed herewith(Annexure- F).
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
28. Corporate Governance Report (Clause 49)
The paid up share capital of the Company is below Rs. 10 crore and Net worth is belowRs. 25 Crore as per the audited Balance Sheet as at 31st March 2015 and therefore thecompliance with the corporate governance provisions as specified in regulations 17 1819 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of schedule V of Securities And Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 as notified bySecurities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013dated 2nd September 2015 is not applicable to our Company during the financial year2015-16.
29. Risk management policy
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
30. Directors Responsibility Statement
Your Directors make the following statements in terms of Section 134(3)(c) of theCompanies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) that the directors had 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;
(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the directors had prepared the annual accounts on a going concern basis;
(e) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
31. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rule thereunder. Allemployees (permanent contractual temporary trainees) are covered under the said policy.Internal Complaints Committee has also been set up to redress complaints received onsexual harassment.
During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employee of the Company.
The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India and all other statutory and non-statutory agencies for theirco-operation.
The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.
| ||By Order of the Board of Directors |
|Dated : 11.08.2016 ||Rajiv Aggarwal |
|Place : Vadodara ||Chairman & Managing Directo |