Your Directors have pleasure in presenting the 8th Annual Report along withthe audited statements of accounts of your Company for the financial year ended 31stMarch 2017.
The working results of the company for the year ended 31-03-2017 stands as under:
(Rs. In Lacs)
|Particulars ||Year Ended on 31.03.2017 ||Year Ended on 31.03.2016 |
|Total Revenue ||5357.01 ||5385.33 |
|Profit before finance costs Depreciation Extraordinary items & Tax ||334.93 ||398.98 |
|Less: Finance Costs ||202.39 ||278.61 |
|Less: Depreciation and Amortization ||85.89 ||70.56 |
|Add: Extra ordinarily Items ||0.00 ||0.00 |
|Profit Before Tax (PBT) ||46.65 ||49.81 |
|Provision for Tax (Differed Tax) ||(14.29) ||3.10 |
|Profit after Tax ||32.37 ||52.91 |
|Balance brought forward from previous year ||11.94 ||(40.97) |
|Profit available for appropriation ||44.30 ||11.94 |
|Appropriation : Issue of Bonus Shares ||- ||- |
|Adjustment Relating to Carrying amount of Assets ||- ||- |
|Balance Carried to Balance Sheet ||44.30 ||11.94 |
|Paid-up Capital ||415.86 ||415.86 |
|Reserve and Surplus ||549.27 ||516.91 |
During the year under review company has total revenue of Rs. 5358.01 lacs as againstthe previous year turnover of Rs. 5385.33 lacs being almost at par in comparison with theprevious year. Profit before tax fall by 6.34% as compare to prevous year. The net profitafter tax of the company decreased by 38.82% with compared to previous year. The fall inPAT is mainly due to deferred tax provision on account of timing differences arisingbetween depreciation and carry forward losses as per books and as per income taxprovision. However the company is still striving for better performances in coming futureand is hopeful to achieve better results.
The operations are exhaustively discussed in Management Discussion and Analysis'forming part of the annual report.
In view of requirement of financial resources and considering the future requirementsof funds your Directors are unable to recommend any Dividend for the year ended 31stMarch 2017.
The Company has not accepted any fixed deposits during the year to which the provisionsof Section 73 of the Companies Act 2013 are applicable.
Board of Directors and Key Managerial Personnel
Mr. Ramesh D. Khichadia retires by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. The Board recommends his appointment.
Mr. Gopal Devrajbhai Khichadia Managing Director Kantilal M. Gedia (Whole TimeDirector) Mr. Chandrakant Gadhiya Chief Financial Officer and Mr. Jeetkumar Raychuracompany Secretary are the Whole-time Key Managerial Personnel of the Company.
The Board has considered the declarations given by independent directors undersub-section(6) of Section 149 and the company's policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director. The Board has further evaluated its own performance and thatof its committees and individual directors. None of the Directors is disqualified underSection 164 of the Companies Act 2013.
Meetings Of The Board Of Directors
During the current financial year the Board of Directors of the Company duly met 12times. Proper notices were given and the proceedings were properly recorded and signed inthe Minutes Book as required by the Articles of Association of the Company and the Act.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act 2013 yourDirectors confirm that:-
(a) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and that there are no material departures;
(b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit of theCompany for that year;
(c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof your Company and for preventing and detecting fraud and other irregularities;
(d) Prepared the Annual Accounts on a going concern basis;
(e) Had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively;
(f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and those such systems were adequate and operating effectively;
M/S SVK & ASSOCIATES Chartered Accountants Ahmedabad were appointed as StatutoryAuditors of the Company up to the conclusion of the 11th Annual General Meetingof the company (Subject to ratification of appointment by the shareholders at every AGMheld after this AGM).
In the opinion of the directors the notes to the accounts in auditor's report areself-explanatory and adequately explained the matters which are dealt with by theauditors.
Cost Audit Report
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the Cost Audit Report is not mandatorily applicable to ourCompany for the financial year 201617 hence; no such audit has been carried out during theyear.
Secretarial Audit Report
A qualified Practicing Company Secretary carries out secretarial audit and provides areport on the compliance of the applicable Acts Laws Rules Regulations GuidelinesListing Agreement Standards etc. as stipulated by the provisions of Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure- A. The findings of the audit have been satisfactory.
Listing and Dematerialization
The equity shares of the Company are listed on the SME Platform of Bombay StockExchange Ltd (BSE). The shareholder can avail the facility provided by NSDL and CDSL todemat their shares. Shareholders are requested to convert their holdings to dematerializedform to derive the benefits of holding the shares in electronic form. (Currently all theshares are in demat form)
Extract of Annual Return
The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92of Companies Act 2013 and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure - B.
Related Party Transactions
There were no materially significant related party transactions which could have had apotential conflict with the interests of the Company. Transactions with related partiesare in the ordinary course of business on arm's length and are periodically placed beforethe Audit Committee and Board for its approvals and the particulars of contracts enteredduring the year in Form AOC-2 is enclosed as Annexure - C.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard has been uploaded on the website of the Company.
Conservation of Energy Technology Absorption Foreign Exchange Inflow & Outflow
Company's plants are running with electricity which are supplied by the Paschim GujaratVij Company Limited. The plants are periodically checked as a measure of periodicalmaintenance to minimal break down and energy conservation. However company' productionfacilities do not offer much scope for energy conservation.
The information required under Section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of EnergyTechnology Absorption Foreign Exchange Inflow and Outflow are given in Annexure - Dto this report.
Your Company has been complying with the principles of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to the ListingAgreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliancewith the corporate governance provisions as specified in regulations 17 to 27 and clauses(b) to (i) of Regulation 46 (2) and para C D and E of Schedule V shall not apply theCompany. However as a good Corporate Governance Practice the Company has generallycomplied with the Corporate Governance requirements and a report on Corporate Governanceis
annexed as Annexure - E and forms part of this Report. Asrequired under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Reportis annexed as Annexure - F and forms part of this Report.
None of the employees is in receipt of remuneration in excess of the limit laid downunder Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The information required pursuant to Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company and Directors are annexed as Annexure- G and forms part of this Report.
Corporate Social Responsibility (CSR)
Company has generally taken corporate social responsibility initiatives. However thepresent financial position of the company does not mandate the implementation of corporatesocial responsibility activities pursuant to the provisions of Section 135 and ScheduleVII of the Companies Act 2013. The company will constitute CSR Committee develop CSRpolicy and implement the CSR initiatives whenever it is applicable to the Company.
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.
Particulars of Loans Guarantees or Investments
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statement.
Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. The Internal AuditReports were reviewed periodically by Audit Committee as well as by the Board. Furtherthe Board annually reviews the effectiveness of the Company's internal control system. TheDirectors and Management confirm that the Internal Financial Controls (IFC) is adequatewith respect to the operations of the Company. A report of Auditors pursuant to Section143(3) (i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed with the Auditors report.
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Companyhas been occurred between the end of the financial year 2016-17 and till the date of thisreport.
No significant and material orders were passed by Courts Tribunals and otherRegulatory Authorities affecting the going concern status of the Company's operations.
There is no balance lying in unpaid equity dividend account as company has not declaredany dividend .
All the properties and the insurable interest of the company including building plantsand machinery and stocks wherever necessary and to the extent required have beenadequately insured.
Disclosure under the Sexual Harassment of Women at the work place (PreventionProhibitionand Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the work place (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has not received anycomplaint under this policy during the year 2016- 2017.
Your Directors wish to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Share Transfer Agents Auditor Customers Suppliers and Regulatory Authorities.The Board values and appreciates the valuable committed services of the employees towardsperformance of your Company without which it would not have been possible to achieve allround progress and growth. Your Directors are thankful to the shareholders for theircontinued patronage.
|Registered Office: ||For and on behalf of the Board |
|Survey No-257 Plot No. 23 To || || |
|28 N.H. No. 8-B Shapar- || || |
|VeravalDist. Rajkot - 360002. ||Sd/- ||Sd/- |
| ||Managing Director ||Whole time Director |
|Date : 29.05.2017 ||Gopal D. Khichadia ||Kantilal M. Gedia |
|Place: Rajkot || || |