To the Members
Your Directors have great pleasures in presenting you the Twenty-Sixth Annual Report ofthe Company together with the Audited Accounts for the year ended on March 31 2016.
The Operating results of your Company for the period under review are as follows:
(Rs. in Lacs)
|Particulars ||Current Year ended 31.03.2016 ||Previous Year ended 31.03.2015 |
|Sales / Turnover ||5041.57 ||6797.43 |
|Profit before Interest Depreciation & Tax ||332.14 ||370.52 |
|Less Interest ||54.52 ||63.01 |
|Profit before Depreciation and Tax ||277.62 ||307.51 |
|Less Depreciation for the year ||210.70 ||255.17 |
|Profit before tax ||66.92 ||52.34 |
|Taxation including deferred tax ||25.34 ||17.96 |
|Exceptional items ||0.00 ||0.00 |
|Net profit for the year after tax ||41.58 ||34.38 |
|Balance brought forward from previous year ||106.53 ||109.60 |
|Profit available for appropriation ||148.11 ||143.98 |
|Adjustment for Depreciation ||0.00 ||3.22 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Dividend Tax ||5.78 ||5.82 |
|Dividend on equity ||28.41 ||28.41 |
|Balance carried forward to Balance-Sheet ||113.92 ||106.53 |
Your Directors recommend dividend of Rs 0.15 per share (1.5%) of face value of Rs 10each out of the current years profit.
During the year the companys revenue from operation was of Rs 5041.57 lakhs ascompared to the last year figure of Rs. 6797.99 lakhs. The net profit for the year was Rs41.58 lakhs compared to last year of Rs 34.38 lakhs.
The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies(Accounts) Rules 2014. Section 178 Section 197 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have been made hereinafter paragraphs.
MANAGEMENT DISCUSSION ANDANALYSIS REPORT
The year under review was under demand constraint which has effected sales. There washowever increase in margin which has helped to maintain the bottom line
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS.
The Independent Directors of the Company have submitted their Declaration ofIndependence as required under the provisions of Section 149(7) of the Companies Act2013 stating that they meet the criteria of Independence as provided in Section 149(6) oftheAct.
PARTICULARS OF LOANS GUARANTEESAND INVESTMENTS:
The Company has not given loans or guarantee nor made investments u/s 186 of theCompaniesAct 2013.
SIGNIFICANT AND MATERIALORDERS :
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.
CORPORATE GOVERNANCE :
The detailed report on Corporate Governance for the financial year from 1.4.2015 to31.3.2016 on the line of requirements of Listing Regulations appears in the Annexure I tothe Directors Report and forms a part of thisAnnual Report.
EXTRACT OFANNUAL RETURN :
An extract of the Annual Return as prescribed under sub-Section (3) of Section 92 ofthe Companies Act 2013 in Format MGT-9 is annexed to the Report-Annexure II.
PARTICULARS OF CONTRACTS ORARRANGEMENTS 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(6) 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-III in Form AOC-2 and the same formspart of this report.
REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND EMPLOYEES :
The information required under Section 197 read with Rule 5 of Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 in respect of employees of theCompany and Directors is furnished in below:
i. Non Executive Directors have waved meeting sitting fees or any other receipt.
ii. Managing Director Executive Directors Other Key Managerial personnel and SeniorManagement will involve a balanced between fixed and incentive pay reflecting short andlong term performance objectives appropriate to working of the company and its goals.
Mr Pravin P Shah (DIN 02416407) Mr Jagdish Gandhi (DIN 02384640) and Mr Kalyan C Shah(DIN 02660920) Director retires by rotation at the ensuingAnnual General Meeting andbeing eligible offer themselves for reappointment
M/s R. R. Mandali & Co. Chartered Accountants (ICAI Registration No 114223W) theAuditors of the Company were appointed as Auditors of the Company from the conclusion of24th Annual General Meeting held on 30.09.2014 untill the conclusion of 27th AnnualGeneral Meeting to be held in Calander year 2017. The appointment is subject toratification by the members at each Annual General Meeting. M/s R.R Mandali & Co. areeligible for re-appointment for financial year 2016-17.
The observations made by theAuditors in their report are self-explanatory andtherefore do not call for any comments.
CONSERVATION OF ENERGY TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO
Information under section 134(3)(m) of the Companies Act 2013 read with Rule-8 of theCompanies (Accounts) Rules 2014 is provided in Annexure-IV
The Company has not accepted any deposits coming under the provisions of the CompaniesAct 2013 and Rules framed there under.
All the properties of the Company have been adequately insured.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the CompaniesAct 2013 your Directorsconfirm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. 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 as onMarch 31 2016 and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. TheAnnualAccounts have been prepared on a going concern basis. v. Internalfinancial control have been laid down and followed by the company and that such controlsare adequate and are operating effectively.
vi. Proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Your Directors take this opportunity to express their deep sense of gratitude for thevaluable assistance and co-operation extended by the Government Authorities Bankersvendors customers advisors the general public and for the valued contribution effortsand dedication shown by the Company employees officers and the executives at all levels.Your Directors also sincerely acknowledge the confidence and faith reposed by theshareholders of the Company.
| ||For and on behalf of the Board |
|Date : 28.05.2016 ||Satish K Shah |
|Place : Mahiyal ||Chairman & Managing Director |