Your Directors have pleasure in presenting the 22nd Annual Report along with theaudited statements of accounts of your Company for the financial year ended 31st March2019.
The working results of the company for the year ended 31-03-2019 stands as under:
| || |
|PARTICULARS ||Year ended 31/03/2019 ||Year ended 31/03/2018 ||Year ended 31/03/2019 ||Year ended 31/03/2018 |
|Gross Turnover ||14922.4 ||12458.22 ||14922.4 ||12458.22 |
|Profit before finance costs Depreciation Extraordinary items & Tax ||1901.46 ||1629.6 ||1901.46 ||1629.6 |
|Less: Finance Costs ||735.29 ||592.32 ||735.29 ||592.32 |
|Less: Depreciation and Amortization ||180.29 ||198.18 ||180.29 ||198.18 |
|Profit Before Tax (PBT) ||985.88 ||839.10 ||985.88 ||839.10 |
|Provision for Tax ||265.97 ||289.14 ||265.97 ||289.14 |
|Profit after Tax ||719.91 ||549.95 ||719.91 ||549.95 |
|Other Comprehensive Income (Net of Taxes) ||-0.25 ||-21.59 ||6.18 ||-72.94 |
|Total Comprehensive Income for the year ||719.67 ||528.36 ||726.1 ||477.01 |
|Balance brought forward from previous year ||2259.70 ||1755.68 ||2203.97 ||1751.3 |
|Provision for interim Dividend & Corporate Dividend Tax ||-24.29 ||-24.34 ||-24.29 ||-24.34 |
|Profit available for appropriation ||2955.07 ||2259.7 ||2905.76 ||2203.97 |
|Balance Carried to Balance Sheet ||2955.07 ||2259.7 ||2905.76 ||2203.97 |
|Retained Earnings ||6.20 ||6.2 ||6.20 ||6.2 |
|Securities Premium ||134.78 ||134.78 ||134.78 ||134.78 |
|General Reserve ||4.21 ||4.21 ||4.21 ||4.21 |
|Reserve and Surplus (including Security Premium profit from P & l Acc & general reserve) ||3100.26 ||2404.89 ||3050.95 ||2349.16 |
During the year under review company has recorded turnover of Rs. 14922.40 lacs asagainst the previous year turnover of Rs. 12458.22 lacs which show 16.51 % increase incomparison with the previous year. Profits before tax arise to all most 14.89 % ascompared to previous year.
Your board of director has recommended dividend of Rs 0.04/- per share of Rs.2/- eachfor F.Y. 2018-19 amounting to Rs. 2015152/- and the said dividend be and is herebyapproved and paid without deduction of tax to the equity shareholders of the company. Thedividend payment is subject to approval of members at the ensuing Annual General Meeting.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
The Company has not accepted any fixed deposits during the year to which the provisionsof Section 73 of the Companies Act 2013 are applicable.
Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
Consolidated Financial Statements
In accordance with the provisions of the Companies Act 2013 ("the Act") andInd AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments inAssociates the audited consolidated financial statement is provided in the Annual Report.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
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.
In accordance with the provisions of the Act and the Articles of Association of theCompany ShriGOPALBHAI D. KHICHADIA DIRECTOR of the Company retire by rotation at theensuing Annual General Meeting. The Board of Directors on the recommendation of Nominationand Remuneration Committee has recommended his re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.
Meetings of the Board of Directors twenty one Meetings of the board of Directors wereheld during the year. For details of the meetings of the board please refer to the Reporton Corporate Governance which forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.Proper notices were given and the proceedings were properly recorded and signed in theMinutes 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 togive a true and fair view ofthestateof affairs of your Company at theend of the financial year and of the profit ofthe Company 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;
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.
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.
Corporate Social Responsibility (CSR)
The Annual Report on Corporate Social Responsibility activities is annexed herewith asAnnexure -H. Information on the composition of the Corporate Social Responsibility (CSR)Committee is provided in the Report on Corporate Governance that forms part of this AnnualReport.
M/s SVK & ASSOCIATES Chartered Accountants Ahmedabad (Firm Registration No118564W) were appointed as Auditors of the Company for a term of 5 (five) consecutiveyears at the 19th Annual General Meeting. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
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 2018 -19. Hence such audit has been carried out during the year.
Secretarial Audit Report
The Board had appointed Mr. Kishor Dudhatra Practising Company Secretary to conductSecretarial Audit for the FY 2018-19. The Secretarial Audit Report for the financial yearended March 31 2019 is annexed herewith marked as Annexure A to this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
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.
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 1246.185 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.
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.
Certification of Status of Director's Qualifications
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 CERTIFICATE OFNON-DISQUALIFICATION OF DIRECTORS annexed as Annexure - I
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.
No significant and material orders were passed by Courts Tribunals and otherRegulatory Authorities affecting the going concern status of the Company's operations.
In the interest of the shareholders the Company sends periodical reminders to theshareholders to claim their dividends in order to avoid transfer of dividends/shares toIEPF Authority.
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 2018- 2019.
Your Directors wish to take this opportunity to place on record their gratitudeandsincere appreciation for thetimely 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 |
|UL25 Royal Complex || || |
|Bhutkhana Chowk || || |
|Dhebar Road Rajkot. ||Sd/- ||Sd/- |
| ||Managing Director ||Whole time Director |
| ||Ramesh D. Khichadia ||Ashok M. Patel |
|Date : 30.05.2019 || || |
|Place : Rajkot || || |