Your Directors are pleased to present the 28th Annual Report together withthe audited accounts of the company for the year ended on 31st March 2015. Thesummarized financial results for the year ended 31st March 2015 are as under:
|Particulars || |
Financial Year 2014-15
Financial Year 2013-14
| || |
(Amount in Rs.)
(Amount in Rs.)
|Profit / (Loss) before Depreciation ||11265940 ||12497065 |
|Less: Depreciation ||6114291 ||4403150 |
|Profit / (Loss) before Taxation ||5151649 ||8093915 |
|Less: Deferred Tax ||365880 ||-87423 |
|Less: Current Tax ||-1592153 ||-3053280 |
|Net Profit / (Loss) after Depreciation & Tax ||3925376 ||4953212 |
|Transferred to General Reserve ||160907 ||1618853 |
|Dividend on equity shares ||2850000 ||2850000 |
|Tax on Dividend ||569829 ||484360 |
During the year under report the company continued to reach the new heights in salesand profit as well. Sales of the company have increased to Rs. 632859862/- (PreviousYear Rs. 608902663/-) which shows encouraging growth in total revenue and speaks aboutthe efficient working of the company.
Members are aware that changes were introduced by your directors in marketing strategya few years back and since then performance of the company is improving which haveresulted in strengthening the financial position of the company. The encouraging resultsare before you. Your company has done very well even during the global depression in thecountry and overseas market.
Your Directors have recommended dividend of Rs. 0.50 per Equity Share for the currentfinancial year (Previous year Rs. 0.50) amounting to Rs. 3419829 (inclusive of tax Rs.569829) Previous year Rs. 3334360 (inclusive of tax Rs. 484360). Those memberswhose names are registered on the Register of Members on 22nd September 2015will be entitled to dividend.
In respect of shares held in the dematerialized form the dividend will be paid to themembers whose names are furnished by NSDL and CDSL as beneficiary owners.
Change in the Nature of Business:
There has been no change in the nature of the business during the financial year2014-15.
Transfer to Reserves
The company has transferred Rs. 160907 from Profit & Loss Account to GeneralReserve.
The Company has not accepted any Deposits from the public and it is therefore notrequired to comply with the requirement under the Companies (Accounts) Rules 2014.
Change in Share Capital:
During the financial year 2014-15 there has been no change in share capital of thecompany as compared to previous financial year.
Disclosure regarding Issue of Equity Shares with Different Rights:
The company has not issued any equity shares with differential voting rights during theFinancial year and it is therefore not required to make disclosures specified in Rule 4(4) of Companies (Share Capital and Debenture) Rules 2014.
Disclosure regarding issue of Sweat Equity Shares:
The company has not issued any Sweat Equity Shares during the Financial year and it istherefore not required to make disclosures specified in Rule 8 (13) of Companies (ShareCapital and Debenture) Rules 2014.
Disclosure regarding issue of Employee Stock Option:
The company has not issued any shares under Employee Stock Option Scheme during theFinancial year and it is therefore not required to make disclosures specified in Rule 12(9) of Companies (Share Capital and Debenture) Rules 2014.
Extract of Annual Return:
The Extract of Annual return in form no. MGT - 9 pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 as on the financial year ended on March 31 2015 is annexed herewith as Annexure - Ito this report.
Number of Meetings of the Board of Directors and Audit Committee:
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Eight Board Meetings and one Independent Directors' meeting and FourAudit Committee Meeting were convened and held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.
Particulars of Loan Guarantees and Investment:
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement (Please refer to Note tothe financial statement).
Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013:
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis.
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered 'material' according to the policy of theCompany on Materiality of Related Party Transactions.
Your attention is drawn to the Related Party disclosures set out in Note no. 31 of theNotes forming part of the Account.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
Particulars relating to conservation of Energy Technology Absorption Foreign exchangeearnings and outgo are given separately in the Annexure hereto and form part of thisreport as Annexure - II.
Material changes and commitments affecting the financial position of the company:
There are no material changes and commitments affecting financial position of thecompany which have occurred between the end of financial year and date of report.
Subsidiaries Joint Ventures and Associate Companies:
During the year under review Company does not have any subsidiary company and none ofthe companies has become or ceased to be Company's subsidiaries joint ventures orassociate companies.
Report on the performance and financial position of each of the subsidiariesassociates and joint venture companies:
During the year under review none of the companies have become or ceased to beCompany's subsidiaries joint ventures or associate companies therefore Report on theperformance and financial position of each of the subsidiaries associates and jointventure companies is not require to be given.
Pursuant to Sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one-third of such of the Directors as are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr. Ishwarbhai Baldevdas Patel (DIN: 00206389) and Mr. Ambalal BaldevdasPatel (DIN: 00206520) Directors will retire by rotation at the ensuing AGM and beingeligible offer themselves for re-appointment in accordance with the provisions of theCompanies Act 2013.
The brief resume of the Directors being appointed/ reappointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships Committee Memberships/ Chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing AGM.
The Directors recommend their appointment/re-appointment at the ensuing AGM.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
Mr. Ishwarbhai Baldevdas Patel: Managing Director
Mr. Ambalal Baldevdas Patel: Whole Time Director
Mr. Nitinkumar Ishwarbhai Patel: Whole Time Director
Mr. Ishwarbhai Baldevdas Patel: CEO
Mr. Nitinkumar Ishwarbhai Patel: CFO
During the year there was no change (appointment or cessation) in the office of anyKMP.
The Company is in search of other suitable personnel to be appointed as CS as KeyManagerial Personnel. The Company will appoint KMP as and when finds suitable candidatefor the same.
Declaration by Independent Director:
As per the requirements of the Companies Act 2013 the company being a listed companyrequire to appoint independent Directors being a listed company. Therefore requirement forobtaining Declaration by the Independent Directors pursuant to section 149 (6) CompaniesAct 2013 is applicable to the company.
List of the Independent directors:
1) Mr. Radhakrishna Naraparaju
2) Mr. Piyushkumar Krishnaprasad Patel
3) Ms. Kalpanaben Jigneshbhai Pandya
The Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub section (6) and Clause 49 of the Listing agreement.
Directors' Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) read with section 134 (5) ofthe Companies Act 2013 the Board of Directors states:
1) that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
2) that such accounting policies have been selected and applied consistently andjudgement and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2015 and of theprofit of the Company for the year ended on that date.
3) that proper and sufficient care has been taken 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;
4) that the annual financial statements have been prepared on a going concern basis;
5) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
6) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
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 will be provided upon request. In terms of Section 136 of the Act the
Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
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 attached herewith as Annexure - III.
Details Of Significant And Material Orders Passed By The Regulators Or Courts OrTribunals Impacting The Going Concern Status And Company's Operations In Future:
The Company has not received any significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in Future.
The Company has taken adequate insurance to cover the risks to its people plants andmachineries buildings and other assets profit and third parties.
Risk Management Policy:
The company has taken sufficient insurance for the properties against risks of firestrike riot and earthquake. All the Assets of the company including InventoriesBuildings Machinery is adequately insured.
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks. A Risk Management Committee has been constituted to oversee the risk managementprocess in the Company required under Section 134 (3) (n) of the Companies Act 2013 andClause 49 of the Listing Agreement.
Corporate Social Responsibility:
Under Section 135 of the Companies Act 2013 the provision of Corporate SocialResponsibility is not applicable to the company for the financial year 2014-15.
The company is require to constitute Audit Committee pursuant to section 177 of theCompanies Act 2013 read with rule (6) of the Companies (Meetings of Board and its Powers)Rules2014 and clause 49 of the Listing Agreement being a Listed company. The Company hasconstituted the audit committee
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy.
Nomination and Remuneration Committee:
The company is require to constitute Nomination and Remuneration Committee pursuant tosection 178 of the Companies Act 2013 read with rule (6) of the Companies (Meetings ofBoard and its Powers) Rules 2014 being a Listed company The Board has on therecommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration.
Pursuant to Section 134 (3) (p) of the Companies Act 2013 read with rule 8 (4) of theCompanies (Accounts) Rules 2014 and the Listing Agreement with Stock Exchanges theBoard in consultation with its Nomination & Remuneration Committee has formulated aframework containing inter-alia the criteria for performance evaluation of the entireBoard of the Company its Committees and Individual Directors including IndependentDirectors..
Corporate Governance & Management Discussion and Analysis:
Provision of clause 49 relating to Corporate Governance and Management Discussion &Analysis are not applicable to the company vide SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15th September 2014 and therefore Corporate Governance report andManagement Discussion & Analysis are not forming part of the Annual Report.
Disclosures under Sexual Harassment of Women at workplace (Prevention Prohibition& Redresal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2014-15 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2015.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s SPANJ & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure -IV".
M/s. Parimal S. Shah & Co. Chartered Accountants Statutory auditors of thecompany will retire at the conclusion of the ensuing Annual General Meeting and beingeligible; offer themselves for re-appointment as statutory auditors for the financial year2015-16. The company has received a letter from them to the effect that theirre-appointment if made would be within the limit prescribed under section 139 of theCompanies Act 2013 and that they are not disqualified for such re-appointment within themeaning of Section 141 of the Companies Act 2013.
Your Board of directors recommends the re-appointment of M/s. Parimal S. Shah &Co. Chartered Accountants as statutory auditors.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 is not applicable to the company for the yearunder review.
Internal Financial Control System:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Auditor places Internal Audit reports before the Board of Directors.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAuditor process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant Audit observations and corrective actions thereon arepresented before the Board.
As regards the comments made in the Auditor's Report the Board is of the opinion thatthey are self-explanatory and does not warrant further clarification.
Your directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the company. Your directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance.
| ||For SUPER CROP SAFE LIMITED |
| ||Sd/- ||Sd/- |
| ||ISHWARBHAI B. PATEL ||NITINKUMAR I. PATEL |
|Date : 31st July 2015 ||Chairman & Managing Director ||Director |
|Place : Ahmedabad ||[DIN: 00206389] ||[DIN: 00206561] |