To the Members
The Directors have pleasure in presenting before you the Twenty fourth Annual Report ofthe Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
The performance during the period ended 31st March 2017 has been as under:
(Rs In Lakh)
|Particulars ||2016-2017 ||2015-2016 |
|1 Gross Income ||19626.37 ||15349.55 |
|2 Profit Before Interest and Depreciation ||1631.52 ||1708.32 |
|3 Finance Charges ||933.71 ||951.89 |
|4 Gross Profit ||697.81 ||756.43 |
|5 Provision for Depreciation ||628.26 ||705.13 |
|6 Net Profit Before Tax ||69.55 ||51.30 |
|7 Provision for Tax ||26.64 ||12.18 |
|8 Net Profit After Tax ||42.91 ||39.12 |
|9 Balance of Profit brought forward ||6638.64 ||6599.52 |
|10 Balance available for appropriation ||42.91 ||39.12 |
|11 Proposed Dividend on Equity Shares ||NIL ||NIL |
|12 Tax on proposed Dividend ||NIL ||NIL |
|13 Transfer from General Reserve ||NIL ||NIL |
|14 Surplus carried to Balance Sheet ||6681.55 ||6638.64 |
The Company achieved a turnover of 19626.37 Lacs during the current year as against15349.55 Lacs during the previous year. The other income of the company for the saidperiod stood at Rs. 33.09 Lacs as compared to Rs. 56.00 Lacs of previous financial year.The PAT levels were stood at Rs. 42.91 Lacs as compared to Rs. 39.12 Lacs previousfinancial year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 of the Listing Agreement. A report on Corporate Governance is included as apart of this Annual Report. Certificate from the secretarial Auditor of the company M/s.RTBR & Associates Company Secretaries confirming the compliance with the conditionsof Corporate Governance as stipulated under Regulation 27 of the Listing Agreement isincluded as a part of this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
99.35% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2017 and balance 0.65% is in physical form. The Company's Registrars are M/sMCS share transfer agent Ltd. having their office at 101 Shatdal Complex 1st floorOpp. Bata Show room Ashram Road Ahmedabad Gujarat - 380009.
Number of Board Meetings held:
The Board of Directors duly met 4 times during the financial year from 1st April 2016to 31st March 2017. The dates on which the meetings were held are as follows: 26th May2016 3rd August 2016 10th October 2016 23rd January 2017
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are Reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;
c) The directors have 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) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.
i) Statutory Auditors:
The Auditors M/s. Pankaj K. Shah Associates Chartered Accountants Ahmedabad retireat this Annual General Meeting & Appoint M/s. Rinkesh Shah & Associates. ii)Cost Auditors :
M/s. Kiran J. Mehta & Associates Cost Accountants were appointed as Cost Auditorsfor auditing the cost accounts of your Company for the year ended 31st March 2017 by theBoard of Directors. iii) Secretarial Audit:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report Annexure-A
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in the Annexure-B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted a CSR Committee. The Committee comprises withtwo Independent Directors one whole time director and one is executive director (Chairman& Cfo).
In pursuant to provision of section 135 and Schedule VII of the Companies Act 2013and CSR policy of company it is required to spend two percent of average net profit of thecompany for the three immediately preceding financial year. However the company hasinadequate profit during the financial year 2016-17 and company is facing uphill task inmeeting its financial obligations. Hence the company is unable to spend any funds on CSRactivities for the time being. The company will incur the sum on CSR activities as soon asfinancial position of company will improve.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
RELATED PARTY TRANSACTIONS:
During the period under review the company had not entered into any materialtransaction with any of its related party. None of the transactions with any of therelated party were in conflict of companies' interest. Attention of members is drawn tothe disclosure of transactions with related parties set out in note number 11 of financialstatements forming part of this report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|Name ||Designation ||Remuneration paid FY 2016-17. ||Remuneration paid FY 2015-16. ||Increase in remuneration from previous year Rs.in Lakh |
| || ||Rs.in Lakh ||Rs.in Lakh || |
|1 Mr. Ashok Shah ||Chairman & CFO (ED) ||NIL ||4.30 ||-4.30 |
|2 Mr. Gunvant Shah ||Vice Chairman & Whole time Director (ED) ||NIL ||3.10 ||-3.10 |
|3 Mr. Kunal Shah ||Managing Director & CEO ||NIL ||3.65 ||-3.65 |
|4 Ms. Shilpa Patel ||Whole time Director ||10.17 ||9.86 ||0.31 |
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided below:
|Foreign Exchange Risk ||Company exports all the products to various countries. Any volatility in the currency market can impact the overall profitability ||The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards the matter will be mutually discussed and compensated both ways. |
|Human Resource Risk ||Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Non- availability of the required talent resource can affect the overall performance of the Company. ||By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work helps to mitigate this risk. |
|Competition Risk ||Company is always exposed to competition Risk from various Countries. The increase in competition can create pressure on margins market share etc. ||By continuous efforts to enhance the brand image of the Company by focusing on quality Cost timely delivery and customer service to mitigate the risks so involved. |
|Compliance Risk - Increasing regulatory requirements ||Any default can attract penal provisions. ||By regularly monitoring and review of changes in regulatory framework and by monitoring of compliance through legal compliance Management tools and regular internal audit. |
|Industrial Safety ||The industry is labour intensive and are exposed to accidents health and injury risk due to machinery breakdown human negligence etc. ||By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee helps to mitigate the risk so involved. |
Disclosure as per sexual harassment of women at work place (prevention prohibition and
redressal) act 2013:
The company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment of women atwork place in line with provisions of the per sexual harassment of women at work place(prevention prohibition and redressal) act 2013 and rules there under.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance. The Directors wish to place on record theirappreciation for the dedicated efforts put in by the Employees of the Company at alllevels.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||Ashok Shah |
|Date : 26.04.2017 ||Chairman & CFO |
| ||DIN : 00254255 |