Your Directors have pleasure in presenting the 34thAnnual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2018.
FINANCIAL STATEMENTS & RESULTS:
(Rs. in lacs)
|Particular ||For the financial year ended 31st March 2018 ||For the financial year ended 31st March 2017 |
|Income ||137133775.00 ||116815887.00 |
|Profit/loss before tax ||12288005.00 ||(3271579.00) |
|Less Provision for Income Tax ||(1125000.00) ||- |
|Profit After Tax ||11163005.00 ||(3271579.00) |
During the Financial Year 2017-2018 the Board of Directors has declared an
(a) Interim dividend @ Rs 0.45 on 400000 No. of shares (F.V. of Rs 10/- each) of theCompany & paid and
(b) Final Dividend recommended @ Rs 0.45 per share.
TRANSFER TO RESERVES:
During the year under review Board of Directors has not recommended transfer of anyamount of profit to reserves.
MANAGEMENT DISCUSSION ANDANALYSIS:
The business activities of the Company and all the financial matters has been mentionedand discussed in the Director's Report. There are no other financial matter that requiresto be discussed.
Statement in the Management Discussion and Analysis describing the Company'sobjectivities expectations or predictions may be forward looking within the meaning ofapplicable securities laws and regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that would influence the Company'soperations include tax laws interest and economic development and such other factorswithin the country and the international economic and financial developments.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2018 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2018 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively; *
We have to state that pursuant to Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.Regulation 27(2) is not applicable to theCompany since the paid up share capital of the Company is Rs 40 lacs (Less than Rs 10crores). The Net Worth of the Company is Rsl.88 Crores (Less than 25 crores) as on 31stMarch 2018. Hence Regulation 27(2) is not applicable to the Company even though Companyhas taken a requisite steps to comply with the Corporate governance.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy and Technology Absorption
Since the Company does not own any manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated in the Companies (Accounts)Rules 2014 are not applicable.
(B) Research and Development
The Company at present has no Research and Development Facilities.
(C) Foreign Exchange Earnings and Outgo:
|1. Foreign Exchange Earnings ||- Rs. Nil |
|2. Foreign Exchange Outgo ||- Rs. Nil |
FARICULARS OF EMPLOYEES AND RELATED DISCLOSURE
None of the employees of the company were in receipt of remuneration exceeding thelimits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has received declarations from all the Independent Directors of the *Company confirming that they meet with the criteria of the independence as prescribed bothunder section 149(6) of the Companies Act 2013 and under Regulation 16 (l)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.
Shri Rajesh Malpani(DIN: 00772914) Director of the Company retires by rotation at theforthcoming Annual General Meeting in accordance with provisions of the Companies Act2013 and the Articles of Association of the Company and being eligible offers himself forre-appointment.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES BOARD MEETINGS:
The Board of Directors met 6 times during the financial year ended 31stMarch 2018 in accordance with the provisions of the Companies Act 2013 and rules madethere under. The details thereof are given in the Corporate Governance Report.
AUDITORS AND REPORTS
The Statutory Auditors M/s G.M. Kapadia & Co. Chartered Accountants (FRN: 31051E)was appointed in 33rd Annual General Meeting to hold office from the conclusionof 33rd Annual General Meeting for a term of consecutive five years tillconclusion of 38th Annual General Meeting . The Auditors have confirmed thatthey are eligible to continue as Statutory Auditors of the Company and complied with theprovisions of the Companies Act 2013.
Note on financial statement referred to in the Auditor's Report are selfexplanatory anddo not call for any further comments. The Auditor's Report does not contain anyqualification reservation or adverse remark.
BOARD PERFORNACE EVLAUATION
(i) The Company has devised criteria for performance evaluation of IndependentDirectors Board/Committees and other individual Directors which includes criteria forperformance evaluation of Non Executive Directors. Performance evaluation has been carriedout as per the Nomination & Remuneration Policy.
At the meeting of the Board all the relevant factors that are material for evaluatingthe performance of individual Directors the Board/ Committees were discussed in detail.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution qualifications knowledge skills and experience in therespective fields honesty integrity ethical behavior and leadership Independence ofjudgment safeguarding the interest of the Company attending the meetings regularlyunderstanding the business regulatory competitive and social environment understandingstrategic issues and challenges bringing outside information and perspective to Board fordeliberations ability to identify the cost benefits and implications of Board decisionsetc.
The performance evaluation of the Independent Directors was also carried by the entireBoard. The Directors expressed their satisfaction with the evaluation process.
(ii) The Board has framed a Nomination & Remuneration policy and Policy on fixationof criteria for selection & appointment of Directors & Senior ManagementPersonnel.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2018:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 The Board hasappointed M/s V. Laxman& Co. Company Secretaries (C.P No. 744) to conductSecretarial Audit for the financial year 2017-18. Secretarial Audit Report issued by M/sV. Laxman & Co. Company Secretaries in Form MR- 3 for the financial year 2017-18forms part to this report Annexure I.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments occurring after 31st March2018 which may affect the financial position of the Company or may require disclosure
INTERNAL FINANCIAL CONTROL
The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory &statutory compliances
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year under review the Company has not entered into any contract orarrangement with related parties pursuant to Section 188 of the Act 2013. Hence enclosingof AOC-2 is not required.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
The Company has not given any loans directly or indirectly or guarantee or providedany securities or made any investments covered under section 186 of the Companies Act2013.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
A "Vigil Mechanism Policy" for Directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc
CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provisions relating to Corporate Social Responsibility are not applicable to ourCompany.
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure - II
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or *otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under ESOS .
The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirectors take this opportunity to express their grateful appreciation for theencouragement co-operation and support received by the Company from the localauthorities bankers customers suppliers and business associates. The directors arethankful to the esteemed shareholders for their continued support and the confidencereposed in the Company and its management.
For and on behalf of the Board of Directors.