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Pushpsons Industries Ltd.

BSE: 531562 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Pushpsons Industries Ltd. (PUSHPSONSINDS) - Director Report

Company director report

Your Directors have pleasure in presenting their 23rd Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2017.

Financial Results: March 31 2017 March 31 2016
Rupees Rupees
Sales and Other Income 21853957 24242605
Profit before interest and depreciation 1294688 1830841
Financial Expenses 92317 137257
Depreciation 1114312 1114311
Profit during the year 88059 579273
Other Comprehensive Income 3787 16444
Total Comprehensive Income 91846 595717

DIVIDEND:

Due to inadequate profits and accumulated losses your directors have decided not torecommend any dividend for the current year.

OPERATIONAL REVIEW:

Gross revenues for the financial year are Rs. 218.54 Lacs as against Rs. 242.43 Lacsin the previous year. Profit for the year under review was Rs. 0.92 Lacs as against Rs.5.96 lacs in the previous year.

ANALYSIS AND REVIEW:

(a) Industry Structure and Development

Your company is engaged in the exports and manufacturing of carpet & made-ups andis directly linked with demand in the international market.

(b) Opportunity and Threats

Your company is doing regular efforts for cost reduction and to improve the efficiencyand productivity. Once the global demand recession is over the opportunities for exportsshould increase and to take full advantage. There are challenges which in the short termwill moderate growth-inflation high interest rates depreciating rupee.

(c) Outlook

The company hopes to be benefited from their continuous efforts and expects an increasein demand in the Indian and Exports markets.

(d) Risks and Concern

The company has to meet the stiff competition exchange rate fluctuation uncertaincustomer schedules aggressive pricing strategy of competitors and changing technology.

(e) Human Resources / Industrial Relations

It is the company’s belief that Human Resources are the driving force towardsprogress and success of a Company. The company seeks to motivate and retain itsprofessionals by offering reasonable compensation and opportunity to grow in theorganization. The total permanent employee’s strength was Seven (No. 7) as on 31stMarch 2017. The Industrial relations remained cordial during the year.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

INTERNAL CONTROL:

The Company has adequate system of Internal financial control with reference tofinancial statements The Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Companies Act 2013 regarding corporate social responsibility (CSR) arenot attracted to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company continues its policy of giving priority to energy conservation measuresincluding regular review of energy generation and consumption and effective control onutilization of energy:

a. Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved. b. Companyhas not taken alternate source for utilization of energy as the same was not required. c.No specific investment has been made in reduction in energy consumption.

TECHNOLOGY ABSORPTION

Your Directors are of the opinion that the company has already opted for latesttechnology for producing Carpets Durries and made-ups.

Company’s products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal.

FOREIGN EXCHANGE EARNING AND OUTGO:

The exports on FOB basis are Rs. 169.93 Lacs (Previous year was Rs. 199.14 Lacs). Theexpenses in foreign exchange on Exhibition Expenses is Rs. 23.61 Lacs (Previous year wasRs. 18.30 Lacs)

DIRECTORS AND COMMITTEES:

In accordance with the provisions of Companies Act 2013 Mr. Pankaj Jain and Mr. DhruvJain retire by rotation and being eligible offer them self for re-appointment.

All Independent Directors have given declaration that they meet the criteria ofindependent as laid down under section 149(6) of the Companies Act 2013 and Clause 49 oflisting agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listingagreement the Board has carried out annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its AuditNomination & Remuneration and Stakeholders Committees. The manner in which evaluationhas been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board on the recommendation of Nomination and Remuneration committee framed apolicy for selection and appointment of Directors senior management and remuneration. Noremuneration is being paid to the directors during the current financial year.

BOARD MEETINGS

During the year four Board Meetings and one independent directors meeting were held.The detail of which are given in the Corporate Governance Report. The provisions of theCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween two meetings.

The details of constitution of the Board and its Committees are given in the CorporateGovernance Report.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134 of the Companies Act 2013 with respect to Director’sResponsibility statement it is hereby confirmed that:-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures from the same;

(b) the directors had 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 at the end of the financial year i.e.31st March 2017 and of the profit of the Company for the year ended on that date;

(c ) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively; and

(f) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements entered into by the Company in accordance withprovisions of Section 188 of the Companies Act 2013.

SUBSIDIARY COMPANIES:

The Company doesn’t have any subsidiary.

STATUTORY AUDITORS:

As per provisions of the Act the period of office of R.Verma & AssociatesChartered Accountants Statutory Auditors of the Company expires at the conclusion theensuing Annual General Meeting. It is proposed to appoint Ritu Gupta and Co CharteredAccountants (Firms’ Registration Number 119890W) as

Statutory Auditors of the Company from the conclusion of this Annual General Meetinguntil the conclusion of next Annual General Meeting of the Company. Ritu Gupta and CoChartered Accountants have confirmed their eligibility and qualification required underthe Act for holding the office as Statutory Auditors of the Company.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed A. K. Friends & Co. Company Secretaries to undertake the Secretarial Auditof the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of theListing Agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report. At present the company has notidentified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The Company has one Managing Director one Executive Director and two non-executivedirectors. No remuneration has been paid to them. The company has not paid anyremuneration that is covered by the provisions contained in Rule 5(2) and Rule 5 (3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the Members ofthe Company Bankers State-Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

For and on Behalf of the Board of Directors
Sd/-
New Delhi Pankaj Jain
May 20 2017 Chairman