Dear Shareholders
Your Directors are pleased to present herewith the 26th Annual Report on the businessand operations of the Company and the Audited Accounts for the year ended 31stMarch 2018.
1. Financial Results and Operations
The summarized financial results for the year ended 31" March 2018 as comparedwith the previous year are as under:
| Particulars | 2017-18 | 2016-17 |
| a. Sales | 467.59 | 569.48 |
| b. Profit before Interest Depreciation & Tax | 81.21 | 182.42 |
| c. Less: Interest | 30.32 | 40.42 |
| d. Less: Depreciation | 40.50 | 44.54 |
| e. Profit before Tax | 10.39 | 97.46 |
| f. Less: Provision for Income Tax | 1.98 | 19.27 |
| g. Add: Deferred Tax | 2.09 | 2.61 |
| h. Less: MAT Credit Entitlement | 1.98 | 19.27 |
| i. Net Profit | 8.29 | 94.84 |
The Net sales for the year ended 31" March 2018 are ' 467.59 lakhs as against'569.48 lakhs for the previous corresponding year. The Profit before Tax is ' 10.39 lakhsas against profit of '97.46 lakhs for the previous year showing a significant drop in theprofit of the Company.
2. Dividend
Your Directors consider it's prudent to conserve the resources of the Company tosustain its future growth and as such not recommended any dividend for this year.
3. Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
4. Transfer to the Reserves
No amount was transferred to the Reserves for the year ending 31.03.2018.
5. Board of Directors and Key Managerial Personnel
Relevant information on composition of the Board and number of meetings is provided in‘Board of Directors' section of Corporate Governance Report which forms part of thisAnnual Report.
In accordance with the requirements of the Companies Act 2013 and the Articles ofAssociation of the Company Smt. Nita Goel and Shri. Aman Goel Directors retires byrotation and offers themselves for re-appointment. Your Board of Directors recommendstheir reappointment. Their brief profile has been provided elsewhere in this AnnualReport.
Pursuant to the provisions of Companies Act 2013 Shri. Suresh Kumar Gupta wasappointed as ‘Independent Director in Casual Vacancy' raised consequent toresignation of Shri. Ishoo Narang on 26.06.2017.
Pursuant to the provisions of section 203 of Companies Act 2013 the key managerialpersonnel of the Company are — Shri. Pankaj Goel Managing Director Mr. T.BrahmaiahChief Financial Officer and Ms. Rekha Singh Company Secretary (from 29.05.2017 to30.10.2017).
Remuneration and other matters provided in section 178(3) of the Act have beendisclosed in the corporate governance report which forms part of this report.
Statement on Declaration given by Independent Directors under sub-Section (6) ofSection 149
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
6. Evaluation of the Board's Performance
In compliance with the Companies Act 2013 and SEBI (LODR) Regulations 2015 theperformance evaluation of the Board and of its Committees was carried out during the yearunder review. More details on the same are given in the Corporate Governance Report.
7. Familiarization Program for Independent Directors
The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company.
8. Nomination and Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.
9. Director's Responsibility Statement
In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act2013 the Directors of the Company state:
a. That in the preparation of the accounts for the financial year ended 31stMarch 2018; the applicable accounting standards have been followed along with properexplanation relating to material departures.
b. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 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 the Companies Act 2013for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d. That the Directors have prepared the accounts for the financial year ended 31stMarch 2018 on a ‘going concern basis'.
e. That the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and operating effectively.
f. The Directors had devised proper systems to ensure Compliance with the provisions ofall applicable Laws and that such systems were adequate and operating efficiently.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2017-18.
10. Auditors
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s. Sekhar & Co. CharteredAccountants were appointed as statutory auditors of the Company at its 25thAnnual General Meeting (AGM) held on September 28 2017 for a period of 5 years subjectto the ratification of their appointment at every AGM.
The Board recommends their appointment for ratification at the ensuing Annual GeneralMeeting (AGM). However ratification of appointment of statutory auditors by the members atevery AGM is done away pursuant to Companies (Amendment) Act 2017 read with NotificationS.O. 1833(E) effective from 7th May 2018 issued by the Ministry of Corporate Affairs NewDelhi. Accordingly no ratification of appointment of Auditors will be proposed from nextAGM.
The Auditors' Report to the Shareholders for the year under review does not contain anyQualifications.
b) Internal Auditors
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s.Luharuka & Associates Chartered Accountants as the Internal Auditors of yourCompany. The Internal Auditors are submitting their reports on quarterly basis.
c) Secretarial Auditors
The Board has appointed M/s. A.S. Ram Kumar and Associates Company Secretary inPractice to carry out the Secretarial Audit under the provisions of section 204 of theCompanies Act 2013 for the financial year 2017-18. The Report of the Secretarial Auditoris annexed to this report as Annexure - A.
11. Particulars of Employees
No employee in the organization was in receipt of remuneration which requiresdisclosure under section 197 of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
12. Corporate Governance
As per SEBI (LODR) Regulations 2015 and Companies Act 2013 on Corporate Governancethe Company has complied with the Corporate Governance requirements. A separate section onCorporate Governance along with a certificate from the auditors confirming the complianceforms part of this Report.
13. Risk Management Policy
The Company has instituted a proper mechanism for identifying and establishing controlsto effectively manage different kinds of risks. At present the threats risks and concernsbeing felt are stiff competition in the market consolidation of manufacturers who havebranded products and fluctuations in prices as well as availability of raw materials.
14. Management Discussion & Analysis Report
Pursuant to the provisions of SEBI (LODR) Regulations 2015 a report on ManagementDiscussion & Analysis is herewith annexed as Annexure — B to this report.
15. Whistle Blower Policy
The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors andEmployees to report to the Management about unethical behavior fraud and violation ofCompany's Code of Conduct. None of the personnel has been denied access to the AuditCommittee.
16. Declaration about Compliance with Code of Conduct by Members of the Board andSenior Management Personnel
The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel. A compliance certificate by the Managing Directorforms part of this Report.
17. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary and trainee) are covered underthe Policy. The following is a summary of sexual harassment complaints received anddisposed off during each year:
| a) No. of Complaints Received | : NIL |
| b) No. of Complaints Disposed off | : NIL |
18. Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo
Particulars pursuant to the provisions of Section 134 of Companies Act 2013 read withRule 8 of Companies (Accounts) Rules 2014 are given in the Annexure — C tothis report.
19. Other Disclosures
i. Extract of Annual Return
An extract of Annual Return prepared in accordance with section 92(3) of the CompaniesAct 2013 in Form MGT-9 is annexed as Annexure - D to this Report.
ii. Number of Board Meetings
The Board of Directors met Five (5) times during the year 2017-18. The details of BoardMeeting and attendance of Directors is provided in the Corporate Governance Report whichforms a part of this Report.
iii. Change in Share Capital
There was no change in Share Capital during the year 2017-18.
iv. Composition of Audit Committee.
The Board has re-constituted the Audit Committee comprising of Shri. T. Prasad Reddyas the Chairman Shri. Pankaj Goel and Shri. Manohar Ramavat as the members of thecommittee. More details on the Committee are given in the Corporate Governance Reportwhich forms a part of this Report.
v. Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for transactions which are foreseeable and repetitive innature. A statement of all Related Party Transactions is presented before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions of thetransactions. Complete details mentioned in the Notes to accounts.
Information on transactions with related parties pursuant to section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure -E in Form AOC-2 to this report.
vi. Loans/ Guarantees/ Investments under section 186 of Companies Act 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
20. Significant and material orders passed by Regulators or Courts.
There are no significant material orders passed by the Regulators or Courts which wouldimpact the going concern status of the Company and its future operations.
21. Adequacy of Internal Financial Control Systems with reference to FinancialStatements
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources as acquired are used economically.
22. Corporate Social Responsibility
The provisions of Corporate Social Responsibility are not applicable to the Company forthe year.
23. Subsidiary / Joint Venture / Associate Companies
The Company does not have subsidiary/joint venture companies. Details of AssociateCompanies are mentioned in MGT 9 i.e. Extract of Annual Return and financial statementswhich form part of this Report.
24. Indian Accounting Standard
The Ministry of Corporate Affairs vide its notification dated 16.02.2015 has notifiedthe Company (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company has adopted Indian Accounting Standard (Ind AS) with effect from01.04.2017.
25. Human Resource
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of employees is thedriving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
26. Events subsequent to the date of Financial Statements
As you are aware the shareholders of the Company have passed the resolutions by way ofPostal Ballot (on 10th June 2018) for amendment of main objects of the Company increasedthe power to make Investment give Loan extend Guarantee or provide Security upto Rs.15crores and for transfer/sale/lease of Assets of Nagpur Unit of the Company.
27. Acknowledgements
Your Directors wish to express their appreciation for the cooperation and continuedsupport received from the Industrial Development Bank of India the Company's Bankers.Your Director's also take this opportunity to place on record their appreciation for thededicated services rendered and sense of commitment shown by the employees at all levelsand their contribution towards the performance of the Company.
| for and on behalf of the Board of Directors |
| Place: Secunderabad | Sd/- | Sd/- |
| Date: 04.08.2018 | Pankaj Goel | Paras Goel |
| Managing Director | Jt.Managing Director |
| (DIN 00010059) | (DIN 00010086) |
