1) Your Directors are pleased to present the One Hundred Eight (108th) AnnualReport together with the Audited Financial Statements (Standalone & Consolidated) forthe year ended 31st March 2016.
2) Financial Results
|Particulars ||For the year ended on 31.3.2016 ||For the year ended on 31.3.2015 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Profit before interest & depreciation ||1914.38 ||3163.14 |
|Less: Interest ||1318.13 ||1916.46 |
|: Depreciation ||504.94 ||543.96 |
|Profit before Tax ||91.31 ||702.72 |
|Less: Provision for Taxation ||32.62 ||223.70 |
|Net Profit for the year ||58.69 ||479.02 |
|Add: Amount of Profit & Loss Account brought forward ||12547.55 ||12467.85 |
|Amount available for Appropriation ||12606.24 ||12946.87 |
|Less: Appropriations: || || |
|Transfer to General Reserve ||- ||- |
|Provision for Proposed Dividend (including tax) ||133.11 ||399.32 |
|Balance of Profit & Loss Account transferred to Balance sheet ||12473.13 ||12547.55 |
3) Review of Operations
The possession of Tower D at the Kurla commercial project PeninsulaTechno-park is expected to be handed over to the buyer in the financial year2016-17. The subsidiary companies of the Company have procured all regulatory clearancesfor the two properties in the south and its development is likely to start soon. Duringthe current financial year the Process House of the Company at Ahmedabad has postedprofit before tax of Rs. 1045.64 lacs (Previous year Rs. 882.97 lacs).
Subsequent to receipt of major permissions including environmental clearance for theFSRU project at Jafrabad Gujarat Terminal user agreements have been signed with theusers of the Terminal initially for 4.5 MMTPA. The Project is expected to be commissionedduring the year 2019-20.
On standalone basis revenue from operations for the financial year 2015-16 was Rs.31725.84 lacs as compared to Rs. 30021.10 lacs in the previous year. Earning beforeinterest tax depreciation and amortization (EBITDA) for the year was Rs. 1914.38 lacs ascompared to Rs. 3163.14 lacs in the previous year. Profit after Tax (PAT) for the year wasRs. 58.69 lacs as compared to Rs. 479.03 lacs in the previous year. On consolidationbasis revenue from operations for the financial year 2015-16 was Rs. 33174.41lacs as compared to Rs. 31440.46 lacs in the previous year. Earning before interest taxdepreciation and amortization (EBITDA) for the year was Rs. 3526.13 lacs as compared toRs. 4509.32 lacs in the previous year. Profit after Tax (PAT) for the year was Rs. (18.52)lacs as compared to Rs. 301.63 lacs in the previous year.
4) Dividend and Reserve
Inspite of lower profitability Directors have recommended payment of dividend @ Rs.0.05 per Equity Share (5%) on 221180000 Equity Shares of Rs. 1/- each for the yearended 31st March 2016 subject to approval of the members. The amount of dividend and thetax thereon will be Rs. 11059000/- and Rs. 2251612/- (tax rate being @ 20.36%)respectively The company has not transferred any amount to the General Reserve during theyear
5) Fixed Deposits
The Company has not accepted any fixed deposits from public during the year underreview.
Your Company has been regular in meeting its obligation towards payment ofPrincipal/Interest to the Banks and other institutions.
During the year under review the Company has neither issued shares with differentialvoting rights nor has granted stock options/sweat equity. The paid up Equity share capitalas on 31st March 2016 was Rs. 2211.80 lacs.
7) Statutory Disclosures
7.1 Management Discussion and Analysis:
As required under Regulation 34(2)(e) of the SEBI (LODR) Regulations 2015 aManagement Discussion and Analysis is annexed to this Report Annexure A.
7.2 Corporate Governance
As required under Regulation 17(7) of the SEBI (LODR) Regulations 2015 a report onthe Corporate Governance together with a certificate of statutory auditorsconfirming compliance of the conditions of the Corporate Governance is annexed to thisreport Annexure B.
Further in compliance of Regulation 17(5) of the SEBI (LODR) Regulations 2015 yourCompany has adopted a Code of Conduct and Ethics for its Directors and SeniorExecutives.
7.3 Extract of Annual Return:
An extract of the Annual Return in Form MGT 9 is annexed to this Report -Annexure - C. 7.4 Conservation of energy technology absorption and foreign exchangeearnings and outgo: Information under Section 134 (3) (m) of the Companies Act 2013(the Act) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexedto this Report - Annexure D. 7.5 Corporate Social Responsibility (CSR) Policy: The Reporton CSR is annexed to this Report - Annexure - E.
7.6 Particulars of Employees:
Pursuant to provisions of Section 136 (1) of the Act and as advised the informationrequired under Section 197 (12) of Act read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Directors and employees ofthe Company is available for inspection at the registered office of the Company and willbe made available to a shareholder on request.
7.7 Number of Board Meetings and composition of Audit Committee:
During the year under review 9 (Nine) Board Meetings were convened and held. Therequired details are given in the Corporate Governance Report forming part of this report.7.8 Directors Responsibility Statement: Pursuant to Section 134 (3) (c) of the Act theDirectors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed;
(b) appropriate accounting policies have been selected and applied consistently.Judgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the company as on 31st March 2016 and ofthe profit of the Company for that period;
(c) proper and sufficient care has been taken for 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 Annual accounts have been prepared on a going concern basis;
(e) internal financial controls have been laid down and followed by the company andthat such controls are adequate and are operating effectively;
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively 7.9Statement on declaration given by independent Directors: The Independent Directors of theCompany have submitted their Declaration of Independence as required under the provisionsof Section 149(7) of the Act stating that they meet the criteria of independence asprovided in section 149(6) of the Act.
7.10 Disclosure regarding Companys policies under Companies Act 2013:
i- Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down criteria for selection/appointment and framework in relation to remuneration of Directors
Key Managerial Personnel (KMPs) and Senior Management of the Company.
ii- Whistle Blower Policy The Company has a Whistle Blower policy to deal withinstances of fraud and mismanagement which is posted on the website of the Company.
iii- Risk Management Policy
The Company has a structured Risk Management policy. The Risk Management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are integrated with the management processsuch that they receive the necessary consideration during decision making.
7.11 Particulars of loans Guarantees or investments by Company:
Details required to be disclosed pursuant to the provisions of Section 186 of the Actare disclosed in the notes to Financial Statements.
7.12 Related Party Transactions:
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business. There are no materiallysignificant related party transactions during the year which may have potential conflictwith the interest of the company at large. The details of the transactions with therelated parties are disclosed in the Accounts.
7.13 Subsidiary Company:
A statement in Form AOC 1 pursuant to Section 129(3) of the Act relating tosubsidiary companies is attached to the Accounts. The financial statements and relateddocuments of the Subsidiary companies shall be kept open for inspection at the registeredoffice of the Company.
7.14 Significant and material orders passed by the Regulators or courts:
There were no significant and material orders passed by the Regulators or Courts orTribunals during the year under review which would impact the going concern status of theCompany and its future operations.
At the ensuing Annual General Meeting Mr. Nikhil V. Merchant retires by rotation andbeing eligible offers himself for re-appointment. 7.16 Performance evaluation of theBoard: Pursuant to the Section 134 of the Act and SEBI (LODR) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own the Directors individuallyand all the Committees of the Board.
7.17 Prevention of Sexual Harassment of Women at workplace:
The Company has a constituted committee in compliance of the provisions of "SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.No case was reported to the Committee during the year under review.
8.1 Statutory Audit
M/s. V. R. Renuka & Co. Chartered Accountants Mumbai (Registration No. 108826W)were appointed as Statutory auditors of the Company at the 106th AGM held on September 292014 for a term of three consecutive years. However such appointment is subject to annualratification at each AGM and accordingly resolution for approval of members is placed inthe Notice.
8.2 Cost Audit The Board has appointed M/s V. H. Shah Cost Accountants (RegistrationNo. 100257) as the Cost Auditor for the year ended 31st March 2017 pursuant to Section148 of the Act read with applicable Rules at a remuneration of Rs. Rs. 55000/- (RupeesFifty Five thousand only) plus applicable taxes which is required to be ratified by theshareholders at the ensuing AGM.
8.3 Secretarial Audit
The Company has appointed M/s Jignesh M. Pandya & Co. (CP No. 7318) a practicingCompany Secretary to undertake the Secretarial Audit of the Company and their report isannexed to this Report - Annexure F.
9) Auditors Report:
Report of the auditors read with the notes to the financial statements isself-explanatory and need no elaboration.
10) Industrial relations:
The relationship with all the concerned continued to remain harmonious and cordialthroughout the year under review.
The Directors place on record their appreciation for support and timely assistance fromFinancial Institutions Banks Government Authorities and above all its Shareholders whohave extended their valuable support to the Company.
The Directors also wish to appreciate sincere and dedicated efforts and services by allthe employees/staff.
| ||For and on behalf of the Board of Directors |
| ||Navinbhai C. Dave |
|Mumbai 30th May 2016 ||Chairman |
Information pursuant to Section 134 (m) of the Companies Act 2013 read with Rule 8 (3)of the Companies (Accounts) Rules 2014:
A) CONSERVATION OF ENERGY
a) Energy conservation measures taken at Process House Ahmedabad:
It has been the Companys endeavour to ensure that it is engaged in continuousprocess of energy conservation through improved operational and maintenance practices.Accordingly and in line with the companys commitment to conserve natural resourcesthe Process House at Ahmedabad continued with its endeavour to make more efficient use ofenergy by continuous up-gradation and installation of latest technology machineries andenergy saving equipments.
b) Additional investments and proposals if any being implemented for reduction ofconservation of energy:
The Company is continuously striving and making all possible efforts to reduce energyconsumption in all its energy intensive equipments.
c) Impact of the measure (a) & (b) above for reduction of Energy Consumption andconsequent impact on cost of production of goods:
The above measures initiated have resulted in energy saving and reduced consumption ofelectricity and fuel oils. Total energy consumption & energy consumption per unit ofproduction are as per Form A below:
FORM A - PARTICULARS WITH RESPECT TO ENERGY CONSERVATION
|Particulars ||Units ||2015-16 ||2014-15 |
|A. Power and fuel consumption || || || |
|1. Electricity || || || |
|(a) Purchased || || || |
|i) Connected Load ||KWH ||1175 ||1400 |
|ii) Purchase of Units ||Units ||5554730 ||5123390 |
|iii) Total Amount ||Rs. ||42799460 ||37106007 |
|iv) Rate per unit (Average) ||Rs. ||7.71 ||7.24 |
|(b) Own generation || || || |
|i) Through diesel Generator ||KWH ||2048 ||2080 |
| ||Rs. ||44534 ||56672 |
|ii) Through steam turbine/generator || ||NIL ||NIL |
|2. Coal/Furnace Oil/Others || ||NIL ||NIL |
|B. Consumption per unit of production || || || |
|1. Processed Fabrics ||Mtrs ||24455843 ||23860227 |
| ||Electricity/Meter Fabric processed ||Unit ||0.23 ||0.21 |
B) TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT (R&D)
1. Specific areas in which R& D carried out by the Company:
Quality Improvement in Products; Development of new Products and Designs; Cost controlmeasures; Energy Conservation etc.
2. Benefits derived as a result of above R & D: Sustained Quality at economizedcost.
3. Future Plan of Action:
Continuous focus on innovations in processing Textile products & developmenttowards Quality enhancement & reduction in operational cost.
4. Expenditure on R&D: NIL
5. Technology absorption adaptation and innovation:
For consistent production through State of the Art Machinery and Equipments ourmanufacturing facility is equipped with well trained Personnel and high-tech qualitycontrol equipments.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. in Lacs)
| ||2015-2016 ||2014-2015 |
|Earnings - Export ||1722.12 ||699.71 |
|Outgo - Stores & Spares ||64.65 ||25.65 |
|Travelling Expenses ||9.59 ||- |
| ||For and on behalf of the Board of Directors |
| ||Navinbhai C. Dave |
|Mumbai May 30 2016 ||Chairman |