Your Directors have pleasure in presenting the 20th 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 ||Year ended |
|31/03/2017 ||31/03/2016 |
|Gross Turnover ||11478.02 ||11910.69 |
|Profit before finance costs Depreciation Extraordinary items & Tax ||1600.23 ||1490.65 |
|Less: Finance Costs ||633.58 ||657.70 |
|Less: Depreciation and Amortization ||212.71 ||260.06 |
|Profit Before Tax (PBT) ||753.94 ||572.88 |
|Provision for Tax ||262.47 ||187.87 |
|Profit after Tax ||491.47 ||385.02 |
|Balance brought forward from previous year ||1288.02 ||951.51 |
|Provision for interim Dividend & Corporate Dividend Tax ||(25.25) ||- |
|Profit available for appropriation ||1755.23 ||1288.02 |
|Adjustment Relating to Carrying amount of Assets ||- ||- |
|Balance Carried to Balance Sheet ||1755.23 ||1288.02 |
|Paid-up Capital ||1007.58 ||1007.58 |
|Reserve and Surplus (including Security Premium profit from P & I Acc & general reserve) ||1911.86 ||1444.65 |
During the year under review company has recorded turnover of Rs.11478.02 lacs asagainst the previous year turnover of Rs.11910.69 lacs which show 3.63 % decrease incomparison with the previous year. Some government announcements and changes in rulessomehow affect our turnover for the F.Y. 2016-17. Profit before tax rose to all most 31.61% as compared to previous year.
The Directors at their meeting held on November 12 2016 had approved payment ofinterim dividend of Rs 0.20/- per share (2%) of face value absorbing a sum ofRs.2015152/- and the said interim dividend be and is hereby approved and paid onDecember 5 2016.
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. Rameshbhai D. Khichadia- Chairman & managing director Mr. Ashok Patel - WholeTime Director Mr. Kaushik Mori- Chief Financial Officer and CS. Khyati Mehta - CompanySecretary & Compliance Officer are the Whole-time Key Managerial Personnel of theCompany.
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
Sixteen Meetings of the board of Directors were held during the year. For details ofthe meetings of the board please refer to the Report on Corporate Governance which formspart of this Annual Report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013. Proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book as required by the Articles ofAssociation 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 Act2013 for safeguarding the assets ofyour 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 that such systems were adequate and operating effectively;
M/s SVK & ASSOCIATES Chartered Accountants Ahmedabad (Firm Registration No118564W) were appointed as auditor of the company by the shareholders at the 19th AnnualGeneral Meeting to hold office until the conclusion of the Five years from last AnnualGeneral Meeting subject to ratification by shareholders at each Annual General Meeting.Company has obtained from the Auditors a certificate as required under Section 139 of theCompanies Act 2013 to the effect that they are eligible to continue as statutory auditorof the Company.
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 applicable to our Company for thefinancial year 2016 -17. Hence such audit has been carried out during the year.
Secretarial Audit Report
Mr. Kishor Dudhatra - A qualified Practicing Company Secretary carries out secretarialaudit and provides a report on the compliance of the applicable Acts Laws RulesRegulations Guidelines Listing Agreement Standards etc. as stipulated by the provisionsof Section 204 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms partof 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 Bombay Stock Exchange Ltd (BSE). Theshareholder can avail the facility provided by NSDL and CDSL to demat their shares.Shareholders are requested to convert their holdings to dematerialized form to derive thebenefits of holding the shares in electronic form (Currently all the shares are in dematform).
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.. The Company has installed theWind Turbine and during the year total 1241.427 Mwh. was generated. Company has obtainedcredit of these units against its electricity consumption at its factory. The informationrequired under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy Technology AbsorptionForeign Exchange Inflow and Outflow are given in Annexure - D to 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. As a good CorporateGovernance Practice the Company has generally complied with the Corporate Governancerequirements and a report on Corporate Governance is annexed as Annexure - E and formspart of this Report. As required under SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report is 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 of this Report.
Corporate Social Responsibility (CSR)
The Annual Report on Corporate Social Responsibility activities is annexed herewith as"Annexure -H". Information on the composition of the Corporate SocialResponsibility (CSR) Committee is provided in the Report on Corporate Governance thatforms part of this Annual Report.
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.
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 (PreventionProhibition and 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 20162017.
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.
| || |
For and on behalf of the Board
|Reaistered Office: || |
By order of the Board
|UL25 Royal Complex Bhutkhana Chowk ||Sd/- ||Sd/- |
|Dhebar Road Rajkot. ||Managing Director ||Whole Time Director |
|Date : 29.05.2017 || || |
|Place : Rajkot ||Ramesh D. Khichadia ||Ashok K. Patel |