Your Directors present the 29th ANNUAL REPORT together with the AuditedFinancial Statements for the Financial Year 2016-17 ended 31st March 2017.
|1. FINANCIAL RESULTS : || ||(Rs. in lakh) |
|Particulars ||2016-17 ||2015-16 |
|Profit before Interest Depreciation & Taxation ||129.50 ||53.95 |
|Less : Interest/ Finance Cost ||32.20 ||43.59 |
|Profit Before Depreciation & Taxation ||97.30 ||10.36 |
|Less : Depreciation ||95.94 ||8.81 |
|Profit before tax ||1.36 ||1.55 |
|Less : Provision for Taxtion ||0.49 ||0.52 |
|Profit after Tax ||0.87 ||1.03 |
|Add : Opening Balance of Profit & Loss Account ||90.89 ||89.86 |
|Balance carried to Balance Sheet ||91.75 ||90.89 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2017 and date of this report.
2. DIVIDEND :
In view of insufficient profits and with a view to conserve the resources for theworking capital requirement the Directors are unable to recommend any dividend on theEquity Shares for the year under review.
3. OPERATIONS :
The Sales and Operating Income of the Company during the year under review have beenincreased to Rs.1726 lakh compared to Rs. 1705 lakh during 2015-16. The Company hascommenced vigorous efforts to increase sales in domestic as well as export markets. Themanagement is hopeful of better results in the year 2017-18.
The Company earned Profit before Interest Depreciation & Taxation of Rs. 129.50lakh during the year under review compared to Rs. 53.95 lakh during 2015-16. The Profitbefore Depreciation & Taxation for the year was Rs. 97.30 lakh during the year underreview compared to Rs. 10.36 lakh during 2015-16. The Net Profit during the year underreview was Rs. 0.87 lakh compared to Net Profit of Rs. 1.03 lakh during 2015-16.
4. LISTING & REVOCATION OF SUSPENSION OF TRADING BY BSE:
The Equity Shares of the Company are listed on BSE Limited and Ahmedabad Stock ExchangeLimited. The Company is generally regular in payment of Annual Listing Fees.
BSE Limited has granted Revocation of Suspension in trading of Equity Shares of theCompany vide its Notice No. 20161019-15 dated 19th October 2016 and thetrading in the securities of the Company has been resumed in "P" group w.e.f. 27thOctober 2016.
5. APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENTS:
The Company has appointed Link Intime India Private Limited as Registrar & ShareTransfer Agents of the Company.
6. DIRECTORS :
6.1 One of your Directors viz. Ms. Ranak K. Laskari (DIN -00461265) retires by rotationin terms of the Articles of Association of the Company. However being eligible offersherself for reappointment.
6.2 Dr. Shantilal D. Chopra Independent Director resigned from the office of theDirector w.e.f. 13th June 2017.
6.3 The Board of Directors duly met 11 times during the financial year under review.
6.4 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
6.5 FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
6.6 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) 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 31st March2017 being end of the financial year 2016-17 and of the profit of the Company for theyear;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
7. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
8. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
|Sr. No. ||Name of the Director & Designation ||Remuneration for the financial year 2016-17 (Rs.) ||0/ % Increase/ (decrease) over last year ||Parameters ||Median of Employees Remuneration (Rs.) ||Ratio ||Commission received from Holding/ Subsidiary |
|1. ||Kamlesh J. Laskari Managing Director ||1759524/- ||537 ||N.A. ||145000 ||12.14 ||N.A. |
|2. ||Rohan K. Laskari Executive Director ||682800/- ||315 ||N.A. ||145000 ||4.71 ||N.A. |
|3. ||Sohan K. Laskari Executive Director ||216600/- ||1 || ||145000 ||1.49 ||N.A. |
The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's website-www.kamronlabs.com.
9. KEY MANAGERIAL PERSONNEL:
% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
|Sr. No. ||Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|1. ||Kamlesh J. Laskari ||Managing Director ||433 |
|2. ||Rohan K. Laskari ||Executive Director ||192 |
|3. ||Sohan K. Laskari ||Executive Director ||N.A. |
|4. ||Harshad M. Nasit# ||CFO ||N.A. |
|5. ||Dhaval Patel@ ||Company Secretary ||N.A. |
# Resigned w.e.f. 17th April 2017.
@ Resigned w.e.f. 30th November 2016.
10. PERSONNEL AND H. R. D.:
10.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.
The Number of permanent Employees of the Company are 46. The relationship betweenaverage increase in remuneration and Company's performance is as per the appropriateperformance benchmarks and reflects short and long term performance objectives appropriateto the working of the Company and its goals.
10.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.kamronlabs.com
12. RE-CONSTITUTION OF AUDIT COMMITTEE:
The Board of Directors have re-constituted Audit Committee consisting of the following:
|1. ||Dr. Mahendra P. Shah ||Chairman ||Non Executive Independent |
|2. ||Mr. Devarshi D. Patel ||Member ||Non Executive Independent |
|3. ||Ms. Ranak K. Laskari ||Member ||Non Executive |
13. RE-CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors have re-constituted Nomination and Remuneration Committeeconsisting of the following:
|1. ||Mr. Devarshi D. Patel ||Chairman ||Non Executive Independent |
|2. ||Dr. Mahendra P. Shah ||Member ||Non Executive Independent |
|3. ||Ms. Ranak K. Laskari ||Member ||Non Executive |
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.
15. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance and ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure - B.
16. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure-C. The remarksof Auditors have been explained at para 20.1 below.
17. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form - MGT-9 has been attached herewith as Annexure- D.
18. RESEARCH & DEVELOPMENT:
The Quality Control and R & D Department of your Company has shown satisfactoryperformance during the year under review.
19. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
20.1 STATUTORY AUDITORS:
The present Auditors of the Company M/s. Deepak Soni & Associates CharteredAccounts Ahmedabad will retire at the ensuing 29th Annual General Meeting.
As regards the remarks and observation of the Auditors the following explanationshave been submitted which are also explained in Notes on Accounts:
i. Reasons for non provision of doubtful debts has been explained in Note No. 16.1 tothe Accounts
ii. The stock has been valued at actual cost basis
iii. On the basis of the oral opinion the company has not recomputed w.d.v. on01-04-2014
iv. As the present market value of certain fixed assets are in excess of w.d.v. noprovision on those assets have been made as explained in Note No. 12.3 to the Accounts
v. As the expenses referred by the auditors are in the nature of deferred revenue thesame has been treated accordingly as explained in Note No. 20.1 20.2 and 20.4 to theAccounts
vi. As the interest referred in the remarks of the Auditors is on acquiring of fixedassets the same has been capitalised as explained in Note No. 12.2 to the Accounts
In terms of Section 139 of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 the Board of Directors has recommended the appointment of M/s.Rangwala & Co. Chartered Accountants Ahmedabad as Statutory Auditors of the Companyfor a period of 5 years to hold office from the conclusion of the ensuing 29thAGM till the conclusion of 34th AGM on remuneration to be decided by the Boardor Committee thereof.
The Company has obtained consent from M/s. Rangwala & Co. Chartered AccountantsAhmedabad to the effect that their appointment as Auditors of the Company for period of 5years commencing from the Financial Year 2017-18 to 2021-22 if made will be inaccordance with the provisions of Section 139 and 141 of the Companies Act 2013.
The Shareholders are requested to consider and approve the appointment of the StatutoryAuditors of the Company.
The properties of the Company have been adequately insured against the risks of fireriot strike malicious damage etc. as per the consistent policy of the Company.
The Company has not accepted any Deposits and there were no overdue deposits during theyear under review.
20.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associate Companies / JVs.
20.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
20.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
20.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
20.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.
20.10 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
21. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
22. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with Central DepositoryServices (India) Limited (CDSL) and National Securities Depository Limited (NSDL). TheISIN is INE276T01018.
The Company is enjoying Working Capital facilities Corporate Loan/ Term Loanfacilities from Bank of Baroda. The Company is regular in payment of interest andprincipal.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co-operation. Your Directors also place onrecord their grateful appreciation and co-operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
| ||For and on behalf of the Board |
|Place: Ahmedabad ||Dr. Mahendra P. Shah |
|Date : 20th July 2017 ||Chairman |
Disclosure of particulars with respect to Conservation of Energy
(A) CONSERVATION OF ENERGY:
|Steps taken or impact on conservation of energy ||In line with the Company's commitment towards conservation of energy all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption |
|Steps taken by the Company for utilising alternate sources of energy ||No significant steps have been taken during the year under review |
|Capital investment on energy conservation equipments ||No investment has been made during the year under review |
(B) TECHNOLOGY ABSORPTION:
Efforts made in Research and Development and Technology Absorption as per Form Bprescribed in the Rules is as under:
|1. Research & Development (R & D) || |
|(a) Specific areas in which R&D carried out by the Company. ||: Improvement in Quality. |
|(b) Benefits derived as a result of the above R&D ||: Increase in the range of products in its volume of contribution in increased sales turnover. |
|(c) Future plan of action ||: To maintain improved quality of products through quality control. |
|(d) Expenditure on R&D ||: Marginal |
|2. Technology absorption adoption and innovation ||: The Company does not envisage any technology absorption. |
(C) FOREIGN EXCHANGE EARNINGS & OUTGO:
| ||2016-17 ||2015-16 |
|Total Foreign exchange earnings ||Rs. 95.29 Lakh ||Rs. 112.77 Lakh |
|Total Foreign Exchange used ||Rs. 1.69 Lakh ||Rs. 1.67 Lakh |
| ||For and on behalf of the Board |
|Place : Ahmedabad ||Dr. Mahendra P. Shah |
|Date : 20th July 2017 ||Chairman |