Your Directors have pleasure in presenting the 25th Annual Report and Audited Accountsfor the year ended on 31st March 2017.
I. FINANCIAL PERFORMANCE:
| || |
(Rs in Lakhs)
| ||2016-17 ||2015-16 |
|Turn Over & Other Income ||8476.45 ||8054.50 |
|Profit before Interest & Depreciation ||566.11 ||495.65 |
|Interest & Finance Charges ||246.79 ||202.85 |
|Cash Profit ||319.32 ||292.80 |
|Depreciation ||161.99 ||102.25 |
|Profit for the year before Tax ||157.33 ||190.56 |
|Current Tax ||32.08 ||69.76 |
|Tax Adjustments for earlier year ||0.88 ||0.00 |
|Deferred Tax Charges ||28.39 ||- 6.69 |
|Mat Credit ||-11.33 ||0.00 |
|Profit after Tax for the year ||107.31 ||127.49 |
|Add : Surplus Opening ||461.22 ||398.91 |
|Amount available for appropriation ||568.53 ||526.40 |
|Dividend Re.0.10 per share of face value Re.1/- ||0.00 ||50.00 |
|Tax on Dividend ||0.00 ||10.18 |
|Transfer to General Reserve ||0.00 ||5.00 |
|Surplus to be carried Over ||568.53 ||461.22 |
In view of inadequacy of the profits your Directors do not recommend any dividend forthe year under review.
During the year under review turnover and other income of the Company wasRs.8476.45Lacs as compared to Rs. 8054.50 Lacs during the previous year showing anincrease of 5.24%. Due to stiff price competition in the international market the exportsduring the year under review gone down to Rs.108.15Lacs as compared to Rs. 1103.03 Lacsduring the previous year.However the Company's products continued to be well accepted inthe local and international market and your Director's are optimistic towards improvementin the Sales Turnover and the Profitability in the years ahead.
Profit margins during the year under review reduced to Rs. 157.33 Lacs in comparison tothe previous year Rs. 190.56 Lacs due to higher depreciation of Rs. 161.99 Lacs during theyear under review in comparison to Rs. 102.25 Lacs in the previous year.
Modernization of plant through technological upgradationcontinued during the year underreview and your Directors are of the view that it will continue in years ahead to be morecompetitive in the local and international market by producing quality products at a lowercost with savings in power and labour costs etc.
Jammu & Kashmir Bank Limited sanctioned Term Loan of Rs. 533 Lacs and enhanced theWorking Capital Limits by Rs. 200 Lacs during the year under review towards purchase ofMachines under TUFS and to meet the enhanced working capital requirements to cope up theincrease in sales turnover of the company during the year under review and ensuingfinancial year 2017-18.
II. DISCLOSURE UNDER THE COMPANIES ACT2013:
1. EXTRACT OF ANNUAL RETURN U/S 92(3):
The details forming part of the extract of the Annual Return in Form MGT-9 is enclosedas "Annexure-"A"
2. NUMBER OF BOARD MEETINGS:
The Company had 7(Seven) Board Meetings during the Financial Year ended 31st March2017.
3. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 in respectof Director's Responsibility Statement your Directors state that:
a) That in the preparation of the Annual Accounts for the Financial Year ended on 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any.
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were responsible and prudent so as togive true and fair view of the State of affairs of the Company at the end of the FinancialYear and of the Profit of the Company for the year under review.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act of safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year ended on 31stMarch 2017 on going concern basis.
e) Proper internal financial controls were laid down and such internal financialcontrols were adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and such systems were adequate and operating effectively.
4. EXPLANATION OR COMMENTS ON AUDITORS' REPORT:
There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in their Audit Report.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
Particulars of loans guarantees and investments under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statement provided in this AnnualReport. These loans / guarantees are primarily granted for the furtherance of business ofthe Company.
6. RELATED PARTY TRANSACTIONS:
All contracts or arrangements entered into by the Company with Related Parties havebeen done at arm's length and are in the ordinary course of business. Pursuant to Section134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules2014 the particulars of such transactions are provided in Form AOC-2 which is annexedherewith as Annexure "B" to this report.
7. STATE OF COMPANY'S AFFAIRS:
In view of inordinate increase in the listing fees during last 2-3 years and hugecompliances to the Listing Obligation and Disclosure Requirements (LODR) of SEBI / StockExchanges your Directors opted for Delisting from BSE Ltd. etc. during the year underreview. An Order No. DCS/DL/RK/602/16-17 Dt. December 13 2016 received from BSE LTD.delisting the shares of the company from December 27 2016 from the Exchange records.
8. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Your Company skipped the payment of Dividend and accordingly no amount proposed to becarried to reserves during the year under review.
9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY:
There are no adverse material changes or commitments occurring after 31st March 2017which may affect the financial position of the Company or may require disclosure.
10. CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNING AND OUT GO:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rule2014 are annexedherewith as Annexure "C" to this report.
11. RISK MANAGEMENT POLICY:
The Company has laid down well defined risk management mechanism covering the riskexposure potential impact and risk mitigation process. The Board periodically reviews therisk and suggests steps to be taken to control and mitigate the same through a properlydefined frame work.
12. CORPORATE SOCIAL RESPONSIBILITY :
The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable to the Company.
13. ANNUAL EVALUATION:
In compliance with the Companies Act 2013 the performance evaluation of the Board andthat of its Committees and individual directors was carried out during the year underreview. The Directors expressed their satisfaction with the evaluation process.
14. CHANGE IN THE NATURE OF BUSINESS:
During the year under review there has been no change in the nature of business of theCompany.
15. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL:
Shri R.N. Maheshwari Whole Time Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.
Key Managerial Personnel (KMP) appointed during the F.Y. 2016-17: None.
Key Managerial Personnel (KMP) resigned during the F.Y 2016-17 : None
16. NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR :
The company did not have any subsidiaries or joint ventures and there was no change inthe associate company during the year.
17. DEPOSITS :
The company has not accepted deposits under Chapter V of the Companies Act 2013.
18. SIGNIFICANT AND MATERIAL ORDERS :
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
19. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to thefinancial statement. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.
20. VIGIL MECHANISM:
In 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. In order to ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the Company has adopted a VigilMechanism Policy.
21. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The dividend remaining unclaimed for seven years is now required to transfer to the"Investor Education and Protection fund" established by the Central Governmentand you shall have to claim any unpaid dividend from the said fund thereafter.
22. The particulars of the employees who are covered by the provisions contained inRule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of ManagementPersonnel) Rules 2014 are
a) Employed throughout the year : Nil
b) Employed for part of the year : Nil
a) Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares:
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
III. AUDITORS :
At the 22nd Annual General Meeting of the Company held on 29th September 2014 theCompany had appointed M/s Doogar& Associates Chartered Accountants Auditors of theCompany to hold office until the conclusion of Twenty fifth Annual General Meeting as perthe provisions of Section 139 of the Companies Act 2013. Their appointment for thefurther period of 5(Five) years i.e. upto the Thirtieth Annual General Meeting is to beapproved by the Shareholders in the ensuing Annual General Meeting. Certificate from theAuditors have been received to the effect that their reappointment if made would bewithin the prescribed limit under Section 141(3)(g)of The Companies Act 2013.Theobservation in the Auditor's Report are dealt within the notes to account at appropriateplaces and being self-explanatory need no other explanations.
Your Directors would like to express their gratitude for the assistance andco-operation received from the Bank Financial Institutions and Government Agencies duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the devoted services of executives staff and workers of the Company
| ||For and on Behalf of the Board of Directors |
| ||N.P. Jhanwar ||R.N. Maheshwari |
|Place : Faridabad ||Managing Director ||Executive Director |
|Date : 30.08.2017 ||DIN 00401788 ||DIN 00401993 |