Your Directors have pleasure in presenting the 31st Annual Report and the AuditedAccounts Balance Sheet and Profit & Loss Account for the year ended 31st March 2016.The highlights of the financial results are as under:
| ||2015-2016 ||2014-2015 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Total Revenue ||762.64 ||951.21 |
|Profit before Tax ||20.38 ||32.56 |
|Less: Tax Expenses ||3.47 ||5.33 |
|Net Profit ||16.91 ||27.23 |
Considering the financial position of the company the Board of Director does notrecommend any dividend for this financial year.
TRANSFER TO RESERVES
An amount of profit for the year Rs. 16.91 Lakhs is proposed to be retained in theprofit & loss account
During the year under review the Company's total income is Rs. 762.64 Lakhs ascompared to Rs. 951.21 Lakhs in previous year. The Net Profit is Rs. 16.91 Lakhs ascompared to ^27.23 Lakhs in the previous year. There is no material change in the natureof business of the company.
Your company is engaged in manufacturing of Aluminium Grills Door & Windows etc.and has two manufacturing units namely 'Elesar Focchi' at Daman (UT) & other atTaloja Dist; Raigad (Maharashtra). These units have contributed Rs. 659.16 Lakhs ascompared to Rs. 713.64 Lakhs in the previous year in total income of the Company.
There is no subsidiary/joint venture company within the meaning of Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed that:
a) in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to 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 at 31st March2016 and profit of theCompany for the said period;
c) the directors have taken proper and sufficient care of 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
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Shailesh Daga Director of the Company retires by rotation at the ensuingAGM and being eligible has offered himself for re-appointment. Shri Shailesh Daga is aCommerce Graduate from the University of Mumbai and MBA from Bond University Australia.He has over 29 year experience in the Aluminium Industries. He holds 8960 equity shares inthe Company. He is the son of Shri Lalit Kumar Daga Chairman/Director of the Company.Shri Shailesh Daga also hold directorship in another listed company viz. Hind AluminiumIndustries Limited.
Pursuant to the provisions of Section 149 152 read with Schedule IV and all otherapplicable provisions of the Companies Act2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification (s) orre-enactment thereof for the time being in force) and Regulation 17 of SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. Mrs Renu Somani (DIN:07132142) Director be designated as an Independent Director of the Company.
Shri S K Sharma has been appointed as Chief Financial Officer of the Company as perSection 203 of the Companies Act 2013.
The Board has informed an experience team of senior executive of the company arelooking after all company and SEBI (LODR) 2015 Compliances however the company is alsolooking for a qualified company secretary.
MEETING OF THE BOARD
Six Board Meetings were held during the year.
The board of directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Act. The performance of the boardwas evaluated by the board after seeking inputs from all the directors on the basis of thecriteria such as the board composition and structure effectiveness of board processesinformation and functioning etc.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matter are asper provisions of Section 178(3) of the Companies Act 2013.
INTERNAL FINANCIAL CONTROLS
The Board of Directors has taken necessary steps for internal financial control and itsadequacy during the financial year 2015-16.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Motilal & Associates (Firm Reg.No. 106584W) Chartered Accountants wereappointed as statutory auditors of the Company from the conclusion of 29th AGM of thecompany till the conclusion of the 34th AGM of the Company to be held in the Calendar year2019 subject to ratification of their a ppo in tmen t at every AGM.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms lengthbasis.Your Directors draw attention of the members to Note no. 25 of the financialstatement which set out related party transactions. Information on transactions withrelated parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of theCompanies(Accounts) Rules 2014 are given in Annexure-I in Form AOC-2 and the same formspart of this report
RISK MANAGEMENT POLICY
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
SECRETARIAL AUDITORS' REPORT
The Board has re-appointed M/s Arun Dash & Associates Company Secretaries toconduct Secretarial Audit of the Company. Secretarial Audit Report for the financial yearended March 31 2016 is annexed herewith marked as Annexure -II to this Report. Anexperienced team of senior executives of the company is looking after all company laws andSEBI (LODR) Regulation 2015 Compliances however the company is also looking for aqualified company secretary.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.
PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the year 2015-2016 the Company has no executive who was in receipt ofremuneration exceeding the sum prescribed under aforesaid section / rule.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
There was no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.
You will be happy to note that the manufacturing unit of the Company namely ElesarFocchi Daman is an ISO 9001: 2008 certified unit.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of SEBI Listing Regulations 2015 is presented in a separate sectionforming part of the Annual Report.
EQUITY SUSPENSE ACCOUNT
In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBIListing Regulations 2015 no share of the company is in suspense account.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy:
Energy conservation continues to be an area of focus for the company. Initiatives tointegrate energy efficiency into overall operations are undertaken through designconsiderations and operational practices. The key initiatives towards conservation ofenergy were:
a. improved monitoring of energy consumption through smart metering and integrationwith building management systems;
b. setting internal targets for energy performance improvement and institution ofrigorous operational controls toward achieving these targets;
c. The Company is planning for Solar energy as an alternate source of energy.
d. The Company has invested on energy conservation equipment.
Technology absorption adaption and innovation:
The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company's operations do not require significantimport of technology.
Research and Development (R&D):
The Company is actively engaged in product up gradation design development and newproduct development.
Since the expenditure incurred on research and development activities were notsubstantial no separate account for the same was being maintained.
FOREIGN EXCHANGE EARNING AND OUTGO
The Company is constantly exploring the possibilities of exporting its products. Thisis an on going process. Export sales can only be increased by developing relationship withprospective buyers. In this connection your Company's officials may plan to visit somecountries to explore possibilities of export sales. The information on the above is givenin Notes on Account (Note No.28 to the Accounts).
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members/shareholders of the company during the year under review.Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by Company's executives staff and workers.
For and on behalf of the Board
|Shailesh Daga ||Sudhir Goel |
|Director ||Director |
|Place: Mumbai. || |
|Date: 30th May 2016. || |