The Directors are pleased to present their 29 th Annual Report on the business andoperations of the Company together with the Audited Accounts for the financial year endedMarch 31 2018.
(Rs.) in Million
|Particulars ||31.03.2018 ||31.03.2017 |
|Revenue from Operations ||700.49 ||795.42 |
|Earnings before Interest Taxes and Depreciation ||56.64 ||86.47 |
|& Amortization || || |
|Less: Finance Costs ||10.78 ||2.23 |
|Less: Depreciation & Amortization ||24.24 ||23.31 |
|Profit before Tax ||21.62 ||60.93 |
|Less: Tax Expense ||3.63 ||8.84 |
|Profit for the period from continuing Operations ||17.99 ||52.09 |
|Profit/Loss before tax from discontinued Operations ||0.00 ||0.00 |
|Tax Expense of discontinued Operations ||0.00 ||0.00 |
|Profit/Loss from discontinued operations after tax ||0.00 ||0.00 |
|Total Profit for the period ||17.99 ||52.09 |
|Other Comprehensive Income(net of tax) ||0.00 ||0.00 |
|Total Comprehensive Income ||17.99 ||52.09 |
|Earning Per Share ||2.01 ||5.82 |
*Figures for FY 2016-17 have been restated as per Ind AS and therefore may not becomparable with financials for FY 2016-17 approved by the Directors and disclosed in thefinancial statement of previous year. Figures for the FY 2017-18 are Ind AS compliant
During the financial year 2017-2018 revenue from operations stood at Rs.700.49 millionas against Rs.795.42 million in the previous year - a decline of 11.93%. The OperatingProfit before tax stood at Rs. 21.62 million against profit of Rs. 60.93 million reportedin the previous year. Profit after Tax for the current year is Rs. 17.99 million againstRs.52.09 in the previous year.
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatement relate on the date of this report.
Directors have recommended a dividend of Rs.0.25 paise per equity share of the facevalue of Rs. 10 each for the financial year 2017-2018. The proposed dividend subject toapproval of shareholders would result in appropriation of Rs. 2.70 million includingdividend tax of Rs.0.46 million.
The dividend would be payable to Shareholders whose names appear in the Register ofMembers as on the Book Closure Dates
Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013the Board of Directors hereby state that:
a) In the preparation of the annual accounts for the financial year ended March 312018 applicable accounting standards have been followed and there are no materialdepartures from the same;
b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2018 and of the Profit of theCompany for the financial year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 and for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a "going concern" basis;
e) proper internal financial controls laid down by the directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure market developments performance and state ofaffairs of Company's business during the financial year 2017-18.
In compliance with Regulation 34 of the Listing Regulations a Report on CorporateGovernance along with a Certificate from the Auditors on its compliance forms an integralpart of this Report.
We the Members of the Board wish to place on record our profound grief and deep senseof sorrow at the sad and untimely demise of Shri Ashok Doshi CEO & Managing Directorof the Company on February 24 2018. We also record our appreciation on the exemplaryservices rendered by him towards growth and development of the Company.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 andthe Company's Articles of Association Mr. Sudhir Doshi Director retires by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.
In pursuance to the applicable provisions of Companies Act 2013 relating toappointment/re-appointment of Managerial Personnel and subject to the members approval atthe ensuing AGM the Board at their meeting held on May 30 2018 appointed Mr. MadhavDoshi (DIN:07815416) as CEO & Managing Director of the Company for a period of threeyears w.e.f May 01 2018.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Auditors and Auditors' Report
M/s. L.S. Kothari & Co. Chartered Accountants (Firm Registration No. 001450C) wereappointed as Statutory Auditors of the Company at the 28th AGM till the conclusion of the33rd AGM.
The Statutory Auditors have confirmed their eligibility and qualification requiredunder section 139141 and other applicable provisions of the Companies Act 2013 and Rulesissued there under (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force).
The Auditors' Report for the financial year ended March 31 2018 on the financialstatements of the Company Company is a part of this Annual Report. The Auditors' Reportfor the financial year ended March 31 2018 does not contain any qualificationreservation or adverse remark
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engagedthe services of Mr. Ronak Jhuthawat (CP No. 12094) Company Secretary in PracticeUdaipur to conduct the Secretarial Audit of the Company for the financial year ended March31 2018. The Report given by the Secretarial Auditor is annexed as "AnnexureIV" and forms integral part of this Report. The report does not contain anyqualification reservation or adverse remark.
Extract of the Annual Return
The extract of the Annual Return of the Company as on March 31 2018 in Form MGT - 9 inaccordance with Section 92 (3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 are set out in the Annexure III to this report.
Contracts or arrangements with Related Parties
All contracts/arrangements/transactions entered by the Company during the financialyear 2017-2018 with related parties as defined under Section 188 of the Companies Act2013 and the Rules made there under and as per the applicable provisions of Securities andExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 (hereinafter referred as "the Listing Regulations") were in the ordinarycourse of business and on arm's length basis. Further no material related partytransactions were entered during the Financial Year under review by your Company.Accordingly disclosure of related party transactions as required under Section 134(3)(h)of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 in Form AOC-2is not applicable to your Company.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company.
Particulars of Employees
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Board's Report for the year ended March 312018 can be accessed in the manner as provided under Section 136 of the Companies Act2013. If any Member is interested in obtaining these particulars may write to the CompanySecretary at the Registered Office of the Company in this regard.
Further the Company has no person in its employment drawing remuneration in excess oflimits as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modifications(s) orre-enactment(s) thereof for the time being in force;
Corporate Social Responsibility
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of education InfrastructureDevelopment and girls education. The Annual Report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is annexed as"Annexure-II" and forms an integral part of the Report.
Whistle Blower Policy and Vigil Mechanism
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns about unethical behavior.
Your Company hereby affirms that no Director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year. Thesaid policy has been uploaded on the website of the Company.
Significant and Material Orders Passed by the Regulators / Courts if any.
There were no significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operations.
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders Customers Financial Institutions Banks Central and StateGovernments Stock Exchanges and the Company's valued Investors for their continuedco-operation and support received during the year.
Your Directors would also like to take this opportunity to express their appreciationfor the hard work and dedicated efforts put in by the Company's employees and look forwardto their continued contribution.
| ||For and on behalf of the Board |
| ||Ravi Kumar Krishnamurthi |
| ||Chairman |
|Udaipur May 30 2018 ||DIN: 00464622 |
Annexure I to the Directors' Report
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014
A. Conservation of Energy
The plant installed by the Company is of latest technology and is energy efficient. TheCompany is taking steps on continuous basis to examine and implement fresh proposals forconservation of energy and minimize its use by regularly monitoring consumption andimproved maintenance of the existing systems. 63% of Company's power requirement is met bynon-conventional source i.e. Windmill.
B. Technology Absorption
The Company is continuously updating itself to standardize and install latest requiredmachinery for manufacturing quality control management improvement and cost reduction.
The Company during the year under review has not carried out any activity which can beconstrued as Research & Development..
C. Foreign Exchange Earning & Outgo:
(Rs. in millions)
|Particulars ||2017-2018 ||2016-2017 |
|Foreign Exchange Earned ||617.05 ||733.29 |
|Foreign Exchange used ||63.97 ||63.71 |
| ||For and on behalf of the Board |
| ||Ravi Kumar Krishanmurthi |
| ||Chairman |
|Udaipur May 30 2018 ||DIN: 00464622 |