TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 32nd Annual Report togetherwith Audited Balance Sheet and Profit & Loss Account for the year ended 31st March2017. The highlights of the financial results are as under:
|FINANCIAL RESULTS: ||2016-2017 ||2015-2016 |
| ||(Rs. in Lakh) ||(Rs. in Lakh) |
|Total Revenue ||1192.34 ||762.64 |
|Profit before Tax (PBT) ||53.56 ||20.38 |
|Less: Tax Expenses ||13.64 ||3.47 |
|Profit a_er tax / retained earning ||39.92 ||16.91 |
Considering the financial position of the Company the Board of Director does notrecommend any dividend for this financial year.
TRANSFER TO RESERVE
Net profit for the year Rs. 39.92 Lakh (Previous Year Rs. 16.91 Lakh) is proposed to beretained in the Retained Earning.
During the year 2016-2017 total revenue of the Company is `1192.34 Lakh as compared toRs. 762.64 Lakh in previous year. The profit after tax is Rs. 39.92 Lakh as compared to`16.91 Lakh in the previous year. There is no material change in the nature of business ofthe 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. 560.92 Lakh ascompared to Rs. 659.60 Lakh 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 (Act) 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 March 2017 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 Sudhir Goel Director of the Company is liable to retire by rotation at theensuing AGM and being eligible have offered himself for re-appointment. Shri Sudhir Goelis a qualified Chartered Accountant and has over 34 years of experience in AluminiumIndustry. Shri Sudhir Goel also hold directorship in another listed Company viz. HindAluminium Industries Limited.
The Board of Directors of your Company had appointed Shri Navinchandra Shah and ShriNarayan Das Mundhra as Additional/Independent Directors of the Company. Appropriateresolutions for their appointment are being placed for the approval of the shareholders ofthe Company at the ensuing AGM for a period of 5 (five) consecutive years from the date ofhis appointment. The Board of Directors of the Company recommend their appointment asIndependent Director of the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2017 are Shri Lalit Kumar Daga Chairman & ManagingDirector and Shri S.K. Sharma Chief Financial Officer.
An experienced team of senior executive of the Company are looking after all CompanyAct 2013 and SEBI (LODR) 2015 Compliances however the Company is also looking for aqualified Company Secretary.
MEETING OF THE BOARD
Four Board Meetings were held during the year.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations').
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
POLICY ON DIRECTORS' APPOINTEMENT 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 Act.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
The Company has an Audit Committee as per provisions of Section 177 of the CompaniesAct 2013.
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns about unethical behavior. Noperson has been denied access to the Chairman of the audit committee.
NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Nomination & Remuneration Committee and Stakeholders RelationshipCommittee as per provisions of Section 178 of the Companies Act 2013.
The Nomination and Remuneration Committee is responsible to formulate the criteria forappointment of a Director and review the said criteria for determining the qualificationsskills positive attributes necessary for inducting members on the Board. The Committee isalso responsible for screening the candidates who meet the criteria reviewing theirappointment/ re-appointment and making recommendations to the Board in this regard.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure I to thisReport
CONTRACTS AND 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 arm's lengthbasis.
Your Directors draw attention of the members to Note no. 25 of the financial statementwhich set out related party transactions.Information on transactions with related partiespursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts)Rules 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in the Annexure III of thisreport.
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 AGMof the Company till the conclusion of the 34th AGM of the Company to be held in the year2019 subject to ratification of their appointment at every AGM.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31 2017 relating toSecretarial Audit conducted by M/s Arun Dash & Associates Company Secretaries isannexed herewith marked as Annexure IV to this report. An Experienced team of SeniorExecutive of the Company is looking a_er all Company laws and SEBI (LODR) Regulation 2015Complianes however the Company is also looking for a suitable qualified CompanySecretary.
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 INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount ofprincipal 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.
ISO - 9001:2008
You will be happy to note that the manufacturing unit of the Company namely ElesarFocchi is an ISO 9001: 2008 certified unit.
EQUITY SUSPENSE ACCOUNT
In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBIListing Regulations no share of the Company is in suspense account.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION 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).
The Directors thank the Company's employees customers vendors investors for theircontinuous support. The Directors also thank the governments of various states in Indiaand concerned government departments and agencies for their cooperation.
| ||For and on behalf of the Board |
| ||Lalit Kumar Daga |
| ||Chairman |
|Place: Mumbai || |
|Date: 30th May 2017 || |