Your Directors have pleasure in presenting the 29th Annual Report togetherwith the Audited Accounts for the year ended 31st March 2017.
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Particulars ||31/03/2017 ||31/03/2018 |
| ||(Rs.) ||(Rs.) |
|Net Sales /Income from Business Operations ||5601.45 ||5123.05 |
|Other Income ||12.97 ||2.20 |
|Total Income ||5614.42 ||5125.25 |
|Less Interest ||99.60 ||104.33 |
|Profit before Depreciation ||845.24 ||421.40 |
|Less Depreciation ||154.97 ||135.74 |
|Profit after depreciation and Interest ||690.27 ||285.66 |
|Less Current Income Tax ||153.68 ||68.61 |
|Less Previous year adjustment of Income Tax ||51.28 ||0.13 |
|Less Deferred T ax ||27.13 ||26.85 |
|Net Profit after Tax ||458.18 ||190.07 |
|Dividend (including Interim if any and final) ||0 ||0 |
|Net Profit after dividend and Tax ||458.18 ||190.07 |
|Amount transferred to General Reserve ||458.18 ||190.07 |
|Balance carried to Balance Sheet ||458.18 ||190.07 |
|Earning per share (Basic) ||42.69 ||17.71 |
|Earning per Share (Diluted) ||42.69 ||17.71 |
With a view to conserve the liquid resources of the Company your Director regret beingunable to recommend payment of any Divided to the Shareholders for the year ended underreport.
Your Directors are glad to report that this is the eight year in succession when thecompany has been making profits year after year and it is hoped that this trend willcontinue in future year's subject however to unforeseen circumstances.
Net sales for the year ended 31st march 2017 amounted to Rs 5601.45 asagainst Rs. 5123.05 of the previous year recording a rise of 9.34 %. Likewise net profitalso amounted to Rs. 458.18 as against Rs. 190.07 in previous year.
It is very likely that the increase in export sales will change the great scenario inthe life of the company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-A and is attached to this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The discussions and information in this report have been provided with a view to enableshareholders to analyze the results for the year with additional information. In certainareas the discussions may cover strategic decisions and management expectations from thesame. Such forecasts should not be construed as a guarantee of performance and actualresults may differ significantly depending upon the operational conditions and externalenvironment.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made by company is given in the notes to the financialstatements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.
Directors Smt. Kokila A. Patel and Shri Harshad Bhatt retire by rotation and beingeligible offer themselves for re appointment. The Directors recommend Smt. Kokila A.Patel and Shri Harshad Bhatt for re-appointment.
Mr Daxesh B. Patel Mr. Darshkkumar S. Sheth Mr. Nilesh N. Patel and Mr. Manish A.Baxi Directors of the Company are being re-appointed as Independent Directors for fiveconsecutive years for a term upto March 31 2022 as per provisions of Section 149 andother applicable provisions of the Companies Act 2013.
A brief resume and functional expertise of the above Directors as required under clause49 of the Listing agreement is given at the end of the notice convening the Annual GeneralMeeting
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 clause 49 ofthe Listing Agreement.
RE-APPOINTMENT OF SHRI ANIL PATEL AS MANAGING DIRECTOR AND SHRI KUNAL
A. PATEL AS A WHOLE-TIME DIRECTOR FOR A PERIOD OF 3 YEARS:
Shri. Anil Patel has re-appointed as a Managing Director and Shri Kunal A. Patel hasre-appointed as a Whole-time Director of the Company which was approved by the Board ofDirectors at their meeting held on 20/03/2017. After taking into consideration variousfactors such as hard work put in by Shri Anil Patel and Shri Kunal Patel as ManagingDirector and Whole-time Director their farsightedness business acumen practical wisdomand other qualities of management the Board of Directors of the company at their meetingheld on 20/03/2017 after taking into consideration the recommendation of the NominationAnd Remuneration Committee of Directors relating to their remuneration had subject to theapproval of the company in General Meeting and subject to Fulfilment of all the Conditionslaid down in the provisions of the Companies Act 2013 read with Schedule V. There-appointment of Shri Anil Patel as a Managing Director for a period of three yearscommencing from 01/04/2017 on remuneration of Rs.600000/. and Shri Kunal A. Patel as aWholetime Director for a period of three years commencing from 01/04/2017 on aremuneration of Rs.400000/- and on such terms and conditions more particularly set pot inthe explanatory statement annexed to the Notice of the Annual General Meeting
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Eight Board Meetings and Five Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Devesh R Desai Secretaries in practice to undertake the Secretarial Audit ofthe Company. The Secretarial Audit report is annexed herewith as "Annexure C"
M/s. Shah Mehta & Bakshi Chartered Accountants Vadodara the Statutory Auditorsretire at the ensuing Annual General Meeting and have made themselves available forre-appointment. The Company has received a letter from Statutory Auditors to the effectthat in case their appointment is made it would be within the specified limit underSection 224 (1B) of the Companies Act 1956.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Compliance Officer in advance
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.
The report on corporate governance along with the Auditors' Certificate regardingcompliance of the conditions of corporate governance pursuant to clause 49 of the ListingAgreement is annexed hereto.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition And Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the chairman of thecommittee
All the properties of the Company have been adequately and appropriately insured.
Industrial Relations remained cordial at the factory throughout the year.
In terms of the requirements of Clause 49 of the Listing Agreement the CEO and CFOhave submitted necessary Certificate to the Board at its Meeting held on 30thMay 2017 stating therein the particulars specified under the said Clause.
The Board appreciates and is thankful for continued support of Company's Bankers andits valued Customers Suppliers and Shareholders. The Board appreciates the hard work andefforts put in by all Workers Staff and Officers of the Company.
| ||By Order of the Board of Directors |
| ||Anil Patel |
| ||Chairman & Managing Director |
| ||DIN No. 00006904 |
|VANSETI || |
|30th May 2017 || |
ANNEXURE A' TO THE DIRECTORS' REPORT
Additional information as required under the Companies (Disclosure of Particulars inthe Report of the Board of Directors) Rules 1988.
CONSERVATION OF ENERGY:
(A) Power and Fuel consumption in respect of Total Energy Consumption:
|(a) Purchased: ||2016-17 ||2015-16 |
|Units (KWH) ||1358586 ||1373514 |
|Total Amount (Rs.) ||9533792 ||10320228 |
|Rate per Unit (Rs.) ||7.01 ||7.51 |
|(b) Own Generation: ||148568 ||187895 |
|Units (KWH) || || |
|Total Amount (Rs.) || || |
|Rate per Unit (Rs.) || || |
|(c)Furnace Oil/LSHS/LDO/HSQ || || |
|Qty. (K.Ltr/Scm) ||133472 ||118436 |
|Total Amount (Rs.) ||3729326 ||3768668 |
|Average Rate (Rs.) ||27.94 ||31.82 |
(B) TECHNOLOGY ABSORPTION:
(C) FOREIGN EXCHANGE EARNINGS & OUTGO:
|(i) Foreign Exchange Earning ||62.69 ||65.86 |
|(ii) Foreign Exchange Outgo || || |
|Foreign Travelling and Purchase ||413.00 ||442.60 |