Your directors are pleased to present the 9th Annual Report along with the AuditedFinancial Statements of your company for the financial year ended on 31st March 2019.
1) FINANCIAL PERFORMANCE SUMMARY:
The summarised financial highlight is depicted below:
|Financial Results || || |
|Particulars ||Year ended 31-03-2019 ||Year ended 31-03-2018 |
|Total Revenue ||996477253 ||835906981 |
|Profit (Loss) before tax ||47470367 ||35362604 |
|Less: Tax Expenses || || |
|Current Tax ||14000000 ||10477000 |
|MAT Credit ||- ||- |
|Deferred Tax ||(324279) ||(928751) |
|Net Profit (Loss) After tax ||33794646 ||25814355 |
The company has booked profit of Rs.337.95 Lacs which is increased as compared to lastyear.
The EPS was recorded at 0.62 which was higher compared to that of last year.
3) SHARE CAPITAL
At present the Company has only one class of share Equity shares of par valueRs. 10 each. The authorized share capital of the company at the end of the financial yearis Rs.303000000/- divided into 30300000equity shares of Rs.10 each. The paid upshare capital of the company is Rs. 272940415/- divided into 54588083 equity sharesof Rs. 5 each.
During the year under review the Company has issued 2599433 as bonus shares as on17.05.2018 to existing shareholders of the company in the ration of 1:20. Company has notissued shares with differential voting rights nor granted stock options nor sweat equity.
In view of Conserving Resources your Directors do not recommend any Dividend on equityshares for the year ended 31st March 2019.
The Board proposes to transfer; current year profit of Rs.33794646/- to Reserve A/Cfor the Financial Year ended on 31st March 2019.
The Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and under the Companies (Acceptance of Deposit) Rules 2014 during theyear under review.
7) ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 theCompanies Act 2013 read with Companies (Accounts) Rules 2014 the relevant informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgo is given in ANNEXURE - 1 and forms part of this report.
8) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no such other material changes occurred subsequent to the close of thefinancial year of the Company to which the balance sheet relates and the date of thereport which can affect the financial position of the Company.
9) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No such material Orders have been passed by the Regulators/Court or Tribunals which canimpact the going concern status and Company's operation in future.
10) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence detailsrelating to Subsidiary/Joint Ventures/Associate Companies are not provided for.
11) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
12) EXTRACTS OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 is attached herewith. (ANNEXURE-2)
13) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot required. The Board has formulated Policy on Related Party Transactions.
14) DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide experience in differentdisciplines of corporate functioning.
During the year Mr. Mihir M. Shah (DIN:06955550) and Mrs. Pragnaben S. Shah(DIN:07817925) have resigned from the post of directorship vide their letters dated 21/06/2018and to fill the vacancy created by resignation of above said directors on recommendationof Nomination and remuneration committee Mr. Smit Nileshbhai Champaneri (DIN:08163911)and Mr. Mahipalsinh B. Jhala (DIN: 08163914) were appointed as Non-Executive IndependentDirectors of the company.
Ms. Avani N. Shah was appointed as Additional Director of the Board. Board has proposedto regularise her as an Executive Director at the Annual General Meeting.
There were no other changes in the constitution of Board of Directors during the year.
Remuneration to Key Managerial Personnel Senior Management and other employees involvea balance between fixed and incentive pay reflecting short and long term performanceobjectives of the employees in line with the working of the Company and its goals.
The brief particular of all directors for which approval of member for theirappointment or reappointment is sought is furnished with the notice.
15) EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to the provisions of Listing Regulation and Companies Act 2013 the Board hadcarried out performance evaluation of its own the Board Committees and of the Independentdirectors. Further as required under Regulation 25(3) of Independent Directors at aseparate meeting held on 18th March 2019 evaluated performance of the Non-IndependentDirectors Board as a whole and of the Chairman of the Board. The manner in which theevaluation has been carried out has been detailed in the Corporate Governance Report.
16) POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for Determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
17) VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In accordance with Section 177 of the Companies Act 2013 and Listing Regulation theCompany has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigilmechanism for the directors and employees to report genuine concerns in such manner as maybe prescribed and to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct. The detail of the WhistleBlower Policy is explained in the Corporate Governance Report.
18) MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for Financial Year 2018-2019 isdisclosed in Extracts to Annual Return i.e. Annexure 2 of the Board's Report
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as Annexure -3.
19) COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 the Board hasre-constituted its Committees with changes in the board members.
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee
Details of all the Committees along with their composition and meetings held during theyear are provided in the "Report on Corporate Governance" a part of this AnnualReport.
A. STATUTORY AUDITORS
M/s. Shah Karia & Associates Chartered Accountants Ahmedabad (FRN:131546W) holdoffice as the Statutory Auditors of the company till the conclusion of the ensuing AnnualGeneral meeting. Your Directors recommend the re-appointment of M/s. Shah Karia &Associates. Chartered Accountants Ahmedabad (FRN:131546W) as Statutory Auditors of theCompany for a term of five consecutive years. The Company has received a consent from M/s.Shah Karia & Associates (FRN:131546W) and confirmation under section 139 of theCompanies Act 2013 that their appointment if made would be in conformity with thelimits specified under the said section. You are requested to appoint the Auditors and fixtheir remuneration. The Report given by the Auditors on the financial statements of theCompany is part of the Annual Report. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. SachinThakkar & Associates Practicing Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company for the financial year 2018-19. The Secretarial AuditReport for F.Y.2018-19 is annexed herewith as Annexure 4.
There is no qualification reservation or adverse remark in the report other thanfollowing:
Company has appointed Ms. Avni Shah as an Additional Director of the Company undersection 161(1) of Companies Act 2013 in the Board Meeting held on 9th January 2018. Asper the said section the tenure of Additional Director is upto the upcoming AGM that washeld on 25th September 2018. Members of the company can regularize the said AdditionalDirector after passing Ordinary Resolution in the Annual General Meeting (AGM) and subjectto compliance of Section 160 of Companies Act 2013. However Ms. Avni Shah has continuedas an Additional Director of the Company even after the completion of AGM withoutnecessary Compliance of Section 160 of Companies Act 2013 and without passing OrdinaryResolution in the AGM. In this regard board hereby inform that board has already put thisagenda item in notice of current annual general meeting for regularising appointment ofMs. Avani Shah.
C. INTERNAL AUDITOR
Pursuant to section 138 of the Companies Act 2013 read with rule 13 of the Companies(Accounts) Rules 2014 the company has appointed M/s Nehal Shah &Co.(FRN:133808W)Chartered accountants as internal auditor of the company for thefinancial year 2019-20 to undertake internal financial control and audit of the company.
21) INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Directors of your company carry the ultimate responsibility that the groupmaintains a robust internal control framework to provide them with reasonable assurancethat all information within the business and available for external publication is correctand adequate. The existing governance and policy framework implemented by your companyprovides reasonable assurance of the efficacy of the internal control operating within theCompany. The company has well qualified Internal Audit Department. The internal audits areplanned from risk perspective. In preparing the Annual Audit Plan reference is made topast audit experience current economic and business environment the groups risk matrixdirectives from senior management and Audit committee members. Major observations areperiodically highlighted to the Audit committee members and are also reviewed by thestatutory auditors.
22) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made there under an InternalCompliance Committee has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. During the year no complaint with allegations of sexual harassment was filedwith the Company.
23) PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
Further in compliance with SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated28.05.2018 company has appointed NSDL as designated Depository for the purpose of SystemsDriven Disclosure and provided to both depositories the information about its directorsand employees (CEO and up to two levels below CEO) in the manner prescribed by thedepositories within the time frame as mentioned in SEBI Circular.
24) CORPORATE GOVERNANCE
As required by the existing Regulation 34 (3) of the Listing Regulation a detailedreport on Corporate Governance is given as a part of the Annual Report. The Company is infull compliance with the requirements and disclosures that have to be made in this regard.The Auditors' Certificate of the compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance.
25) CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofCorporate Governance as stipulated Listing Regulation is appended to the report onCorporate Governance.
26) GENERAL SHAREHOLDER INFORMATION
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
27) DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 Your Directors state that
(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31-03-2019 and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors take this opportunity to express their gratitude for the co-operationand support from its customers vendors bankers and business associates and look forwardto their continued support. The Directors are also grateful to the shareholders for theconfidence reposed in the Company. Your Directors also wish to place on record theirsincere appreciation of the valuable contribution and efforts made by all the employees toachieve in these trying times.
|Place: Ahmedabad || |
|Date: 04/09/2019 || |
| ||For and on behalf of the Board |
| ||Sd/- |
| ||(Vishal M. Gala) |
| ||(Chairman) |
| ||(DIN 00692090) |