The Directors have pleasure in presenting the Twenty Eighth Annual Report together withthe Audited Statements of Accounts for the year ended March 312017.
| || ||(Rs. in Million |
|Details ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Revenue from Operations ||793.40 ||788.77 |
|Other Income ||21.29 ||37.59 |
|Total Income ||814.69 ||826.36 |
|Expenses: || || |
|Operating Expenditure ||730.53 ||715.88 |
|Depreciation and Amortization Expense ||23.31 ||25.05 |
|Total Expenses ||753.84 ||740.93 |
|Profit before Finance costs and Tax ||60.85 ||85.43 |
|Finance costs ||0.55 ||4.84 |
|Profit before Tax ||60.30 ||80.59 |
|Less: Tax Expense ||8.84 ||4.76 |
|Profit for the period ||51.46 ||75.83 |
|Balance Profit from Last year ||203.43 ||258.37 |
|Profit available for appropriation ||254.89 ||334.20 |
|Appropriations: || || |
|Dividend on Equity Shares ||8.95 ||8.95 |
|Dividend Tax thereon ||1.82 ||1.82 |
|Transfer to General Reserve ||- ||120.00 |
|Balance Profit carried to Balance Sheet ||244.12 ||203.43 |
|Earnings per Share (Face value Rs. 10) - Basic and Diluted ||5.75 ||8.48 |
We reported a marginal growth of 0.58 % in Revenue from operations which stood at Rs.793.40 million during the year under review as against Revenue from Operations of Rs.788.77 during the year 2015-16.
The Operating Profit before tax stood at Rs. 60.30 million against profit of Rs. 80.59million reported in the previous year. The Net Profit for the year stood at Rs. 51.46million against profit of Rs. 75.83 million reported in the previous year.
Our profitability was impacted due to substantial decline in Other Income on account ofloss from Foreign Currency Transactions & Translations High competition in majormarkets and incurring extra cost in procuring raw materials.
Company is consistently paying dividend since last fifteen years and this year also theBoard of Directors are pleased to recommend a dividend of Re. 1 (One) per share on 8947000Equity Shares of Rs.10 each for the year ended March 312017. The proposed dividendsubject to approval of shareholders would result in appropriation of Rs. 10.77 millionincluding dividend tax of Rs.1.82 million.
The dividend would be payable to Shareholders whose names appear in the Register ofMembers as on the Book Closure Dates.
Directors Responsibility Statement:
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirm:
a) that in the preparation of the annual accounts for the financial year ended March312017 applicable accounting standards have been followed and no material departureshave been made from the same;
b) that they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312017 and of the Profit ofthe Company for the year ended on that date;
c) that they had taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 and for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
d) that they had prepared the annual accounts of the Company on a "goingconcern" basis;
e) that they had laid down proper internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) that they had devised proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure market developments performance and state ofaffairs of Company's business during the financial year 2016-17.
In compliance with Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance along with Compliance Certificate issued by Statutory Auditor's of the Companyforms an integral part of this Report.
Your Company has not accepted any deposit within the meaning of provisions of Chapter Vof the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014for the year ended March 312017.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Ashok Doshi(DIN: 00648998) CEO & Managing Director of the Company is due to retire by rotation.Mr. Ashok Doshi being eligible offers himself for re-appointment.
In pursuance to the applicable provisions of Companies Act 2013 relating toappointment/re- appointment of Whole Time Director and subject to the members approval atthe ensuing AGM the Board at their meeting held an May 17 2017 re-appointed Mr. SudhirDoshi (DIN:00862707) as Whole Time Director of the Company for a period of three yearsw.e.f July 28 2017.
Brief profile of directors proposed to be re-appointed is annexed to the Noticeconvening the AGM forming part of this Annual Report.
The Independent Directors of your Company have given a declaration confirmingthat they meet the criteria of independence as prescribed both under the Act and theListing Regulations.
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. Nyati and Associates (ICAI RegistrationNo.002327C) Chartered Accountants Udaipur as the Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting of the Company.
The Board of Directors of the Company at their meeting held on May 17 2017 on therecommendation of the Audit Committee have made its recommendation for appointment ofM/s. L.S. Kothari & Co. Chartered Accountants (ICAI Registration No. 001450C) asthe Statutory Auditors of the Company by the Members at the 28th Annual GeneralMeeting of the Company for an initial term of 5 years.
Accordingly a resolution proposing appointment of M/s. L.S. Kothari & Co.Chartered Accountants as the Statutory Auditors of the Company for a term of fiveconsecutive years i.e. from the conclusion of 28thAnnual General Meeting tillthe conclusion of 33rd Annual General Meeting of the Company pursuant toSection 139 of the Companies Act 2013 forms part of the Notice of the 28thAnnual General Meeting of the Company. The Company has received their written consent anda certificate that they satisfy the criteria provided under Section 141 of the Act andthat the appointment if made shall be in accordance with the applicable provisions ofthe Act and rules framed there under.
The Report given by M/s. Nyati and Associates Statutory Auditors on the financialstatements of the Company for the year 2016-17 is part of the Annual Report. There hasbeen no qualification reservation or adverse remark or disclaimer in their Report.
M/s. Nyati and Associates Chartered Accountants over many years have successfully metthe challenge that the size and scale of the Company's operations pose for auditors andhave maintained the highest level of governance ethical standards rigour and quality intheir audit. The Board places on record its appreciation for the services rendered by M/s.Nyati and Associates as the Statutory Auditors of the Company.
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engagedthe services of Mr. Ronak Jhuthawat (CP No. 12094) Company Secretary in PracticeUdaipur to conduct the Secretarial Audit of the Company for the financial year ended March312017.
The Report given by the Secretarial Auditor is annexed as "Annexure IV" andforms integral part of this Report. The report does not contain any qualificationreservation or adverse remark.
Extract of the Annual Return
Pursuant to the provisions of Section 92(3) of the Act an extract of Annual Return inForm MGT-9 as on March 312017 is attached as "Annexure IN" to this Report.
Particulars of Employees
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Board's Report for the year ended March312017 can be accessed in the manner as provided under Section 136 of the Companies Act2013. If any Member is interested in obtaining these particulars may write to the CompanySecretary at the Registered Office of the Company in this regard.
Further the Company has no person in its employment drawing remuneration in excess oflimits as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Contracts or arrangements with Related Parties
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company.
Corporate Social Responsibility
The Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed as "Annexure-N" and forms anintegral part of the Report.
Whistle Blower Policy and Vigil Mechanism
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns about unethical behavior. Nopersonnel have been denied access to the Chairman of the Audit Committee. The said policyhas been uploaded on the website of the Company.
Significant and Material Orders Passed by the Regulators / Courts if any.
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders Customers Financial Institutions Banks Central and StateGovernments and the Company's valued Investors for their continued co-operation andsupport received during the year.
The Directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.
| ||For and on behalf of the Board |
| ||Ravi Kumar Krishanmurthi |
|Udaipur May 17 2017 ||Chairman |
| ||DIN:00464622 |