The Board of Directors present their 30th Annual Report together with Audited FinancialStatements for the year ended 31st March 2019.
1. OPERATIONS AND FINANCIAL RESULTS
| ||Year Ended 31/03/2019 ||Year Ended 31/03/2018 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Sales ||3961.97 ||3668.34 |
|Other Income ||3.73 ||9.59 |
|Profit/(Loss) for the year before Depreciation Exceptional Items &Tax ||(14.41) ||51.12 |
|Less : Depreciation ||24.91 ||22.31 |
|Profit /(Loss) before Tax ||(39.32) ||28.81 |
|Less : Provision for Tax ||0.00 ||6.00 |
|Profit /(Loss) after tax ||(39.32) ||22.81 |
|Tax adjustments for earlier years ||0.00 ||0.07 |
|Profit/(Loss) for the year ||(39.32) ||22.87 |
|Mat Credit ||56.45 ||0.00 |
|Profit (Loss) Brought forward from Previous ||(31.97) ||Year (54.84) |
|Profit/ (Loss) carried to Balance Sheet ||(14.84) ||(31.97) |
The Loss is mainly due to higher raw materials prices which could not be passed on.
The company has produced 3642.30 tons against 3808.95 tons during the previous yearresulting in sales turnover of
Rs. 3961.97 Lakh as against Rs.3668.34 Lakh during the previous year.
Directors do not recommend any dividend due to the losses suffered by the company.
4. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
Mrs. Varsha Jitendra Vakharia (DIN: 00052361) is liable to retire by rotation at theensuing Annual General Meeting and being eligible seeks reappointment pursuant to Section152 of the Companies Act 2013 The present term of appointment of Shri Jitendra K.Vakharia (DIN 00047777) as Managing Director is valid upto
30th September 2019 Subject to approval of members at ensuing AnnualGeneral Meeting. The Board has reappointed him as Managing Director for a further periodof 3 years from 1st October 2019.
Present terms of appointment Shri Dinesh P. Turakhia (DIN 00063927) as an IndependentDirector is valid upto
31st March 2019 Subject to approval of members at ensuing Annual GeneralMeeting. The Board has reappointed him as Independent Director for a second consecutiveterm commencing from 1st April 2019 upto 31st March 2024.
Mr. Pradeep K. Pareek Chief Financial Officer of the Company has resigned on 9 thAugust 2018. The Board of Directors has appointed Mr. Vivek M. Mane on 12thNovember 2018 as Chief Financial Officer of the Mr. Sandeep S. Gupta Company Secretary andCompliance Officer of the Company hasresignedon 2 nd May 2019. The Board ofDirectors has appointed Mr. Manish P. Heda on 2nd May 2019 as Company Secretaryand Compliance
B) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulationsthe Board has carried out an annual performance evaluation of its own performance ofindividual Directors as well as the evaluation of the working of all Committees.
C) Declaration by an Independent Director(s)
All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section
149(7) of the Companies Act 2013 stating that they meet the criteria of independenceas provided in sub-section (6) of Section 149.
5. AUDITORS :
The appointment of M/s. K.S. Maheshwari & Co. Chartered Accountants MemberStatutory Auditors of the Company is valid upto conclusion of ensuing Annual GeneralMeeting. Being eligible they offer themselves for re-appointment.
Directors recommend their re-appointment as Statutory Auditors of the Company.
6. DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :
The details required are given in the notes to the financial statements.
8. 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 endedMarch 31 2019 the applicable accounting standards have been followed and there are nomaterial departures from the same. b) the Directors have selected such accounting policiesand applied them consistently and made judgements and estimates that are reasonable andprudent so as togive affairsof the Company as trueand view thestate at March 312019 and of the loss of the company for the year ended on that date. c) the Directors havetaken proper and sufficient care for the accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) the Directors have prepared the annual accounts on a going concernbasis; e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; f) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate andoperatingeffectively.
9. AUDITORS REPORT
Auditors notes are self-explanatory and do not call for any further comments. There areno qualifications in Auditors
Report. There are no frauds reported by Auditors u/s.143(12) of the Companies Act 2013.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureA to this report.
11. DETAILS OF COMMITTEES OF THE BOARD
The Board has constituted the Audit Committee Nomination and Remuneration Committeeand Stakeholders' Relationship Committee . The Composition of aforesaid committees andcompliances as per the applicable provisions of the Companies
Act 2013 and the Rules made under and Listing / Regulations are as follows:
A. Audit Committee:
The Audit Committee comprises of two Independent Directors namely Shri Dinesh P.Turakhia Chairman and Shri Nitin I. Parekh and also Shri Jitendra K. Vakharia ManagingDirector as member. All recommendations made by the Audit Committee were accepted by theBoard.
Details of establishment of vigil mechanism for directors and employees:
The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Mr. Dinesh P. Turakhia Chairpersonof the Audit Committee.
B. Nomination and remuneration committee:
The Board has constituted Nomination and Remuneration Committee under Section 178 ofthe Companies Act 2013. Mr. Dinesh P.Turakhia Independent Director is the Chairman ofthe said Committee and Mr. Nitin I. Parekh Independent Director and Mrs .Varsha J.Vakharia Director are the members of the Committee. The Committee has framed a policy todetermine the qualification and attributes for appointment and basis of determination ofremuneration of all the Directors Key Managerial Personnel and other employees.
C. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee comprises of Mr. Dinesh P. TurakhiaIndependent Director as the Chairman of the Committee and Mr. Jitendra K. VakhariaManaging Director and Mrs. Varsha J. Vakharia Director as the members of the Committee.The role of the Committee is to consider and resolve securities holders' complaints. Thecomplaints are responded resolved within the time frame provided.
12. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board has appointed M/s. A. M. Sheth & Associates Practising CompanySecretary to conduct Secretarial Audit for the financial year 2018-19 as requiredu/s.204 of the Companies Act 2013 and the rules framed thereunder. The Secretarial AuditReport for the financial year ended March 31 2019 is annexed herewith marked asAnnexureB to this Report The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
13. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met 4 times during the financial year from1 stApril 2018 to 31st March 2019. The dates on which the meetings were held areas follows:- 22nd May 2018 10th August 2018 12th November 2018 and8th February 2019.
14. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure C tothis Report.
15. RISK MANAGEMENT PLAN
There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. There are no risks which threaten the existence of the company.
16. CORPORATE SOCIAL RESPONSIBILITY
Provisions of section 135 of the Companies Act 2013 are not applicable to the company.
17. CORPORATE GOVERNANCE
The Company is adhering to good corporate governance practices in every sphere of itsoperations. The corporate governance provisions as specified in regulations 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V are not applicable to the Company as company's paid up capital is less thanRs.10 crores and net worth is less than Rs. 25 crores.
Management Discussions and Analysis Report is attached herewith as Annexure D 18.CONTRACTS U/S. 188
All contract/arrangements / transactions entered by the company during the financialyear with related parties were in ordinary course of business and on an arm's lengthbasis. Form AOC2 giving details of contract is attached herewith as
Annexure E .
19. INTERNAL FINANCIAL CONTROL
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business.
20 DIRECTORS REMUNERATION
Remuneration policy for Directors Key Managerial Persons and other employees isattached herewith as Annexure F.
Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) ofCompanies (Appointment and
Remuneration of Managerial Personnel)Rules 2014 are attached herewith as Annexure G.
21. CODE OF CONDUCT
Declaration by Managing Director under Para D of Schedule V of Listing Regulations2015.
"I hereby declare that all the Board members and Senior Management Personnel ofthe Company have affirmed compliance with the code of conduct of Board of Directors andSenior Management."
22. EQUITY SHARES IN UNCLAIMED SUSPENSE ACCOUNT UNDER REGULATION 39 AND SCHEDULE VI OFLISTING REGULATIONS
Details of Equity shares in Unclaimed Suspense Account under Regulations 39 andSchedule VI are as follows:-
Description No. of Records No of Equity Shares of
No. of shareholders and outstanding shares at the beginning 432 72420 of the year
No. of shareholder's request received for transfer of shares 3 540 during the year No.of shareholders to whom shares transferred During the 3 540 year No. of shareholders andoutstanding shares at the end of the 429 71880 year
The voting rights on the above shares shall remain frozen till the rightful owner ofsuch shares claim the shares.
23 . GENERAL DISCLOSURES
No disclosure is required in respect of following matters:-
(a) Subsidiary Associate or Joint Venture Company.
(b) Material orders passed by the Regulators or Courts or Tribunals.
(c) Equity shares with differential rights. (d) Sweat equity shares.
(e) Employee Stock Options Scheme.
(f) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02crore p.a. or Rs. 8.50 lakhs per month.) (g) Company has complied with the provisionsrelating to constitution of Internal complaints committee under Sexual
Harassment of Women at work place (prevention prohibition and Redressal) Act2013 (Nocases filed)
(h) Maintenance of Cost Records not applicable.
The Directors wish to place on record appreciation for the efforts put in by allthe employees of the Company. They are thankful to Company's Bankers for the supportextended to the company.
For and on behalf of the Board of Directors
J. K. Vakharia
V. J. Vakharia
Place:- Mumbai Date:- 25th May 2019