The Directors have pleasure in presenting their 28th Annual Report on the business andoperations of the Company for the year ended 31st March 2019.
| || ||(Rs. In lacs) |
|Particulars ||31st March 2019 ||31st March 2018 |
|Operating Income (from Job Work) ||393.77 ||382.66 |
|Other Income ||50.21 ||58.84 |
|Profit (Loss) before Depreciation ||215.48 ||218.03 |
|Less : Depreciation ||18.96 ||18.50 |
|Profit (Loss) after Depreciation ||196.53 ||199.53 |
|Less : Provision for Taxation ||59.90 ||59.22 |
|Less: Deferred Tax ||(2.75) ||(4.14) |
|Less : Excess Provision for Tax PY ||- ||- |
|Profit / (Loss) after Taxation ||139.38 ||144.45 |
|Add : Amount brought forward from previous Year ||166.71 ||121.27 |
|Appropriations || || |
|Interim Dividend paid || || |
|Proposed Dividend ||109.72 ||82.29 |
|Dividend Distribution Tax ||22.34 ||16.75 |
|Transfer to Reserves ||- ||- |
|Prior Period Items ||- ||- |
|Balance carried to Balance Sheet (Profit/ (Loss) Account) ||322.19 ||329.24 |
The Board of Directors are glad to recommend Dividend @ Rs.2.00 per share on 5486400Equity Shares of Rs.10/- each aggregating to Rs.54864000/- and Dividend amounting toRs.10972800/-for the year ended 31st March 2019 subject to approval of the Members ofthe Company at the ensuing Annual General Meeting scheduled to be held on 30th September2019.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The company send letters to all shareholders whose dividend are unclaimed so as toensure that they receive their rightful dues. Efforts are also made in co-ordination withregistrar to locate the shareholders who have not claimed their dues.
During the year the company has transferred a sum of Rs.49542/- on 10th October2018to IEPF the amount which was due and payable and remain unclaimed and unpaid for a periodof seven years as provided in of the Companies Act 2013
Reserves & Surplus
As at March 31 2019 Reserves and Surplus amounted to Rs.322.19 as compared toRs.329.24 lacs of previous year.
Net Fixed Assets as at March 31 2019 have decreased to Rs.190.96 lacs as compared toRs.195.19 lacs in the previous year.
During the year under Report your Company achieved an Operating Income (from Job Work)of Rs.393.77Lacs as against Rs.382.66 Lacs in the previous year. Other Income earnedduring the year stood at Rs.50.22 lacs as against Rs.58.84 lacs in the previous year. TheProfit before Depreciation was Rs.215.48 Lacs as against Rs.218.03 Lacs in the previousyear. The profit after Depreciation and Tax was Rs.196.52Lacs as against Rs.199.53 Lacs inthe year ended 31st March 2018.
The current Authorized Share Capital of the Company is Rs.90000000 (Rupees NineCrores) divided into 9000000 (Ninety lacs) Equity shares of Rs.10/- each.
The paid up Equity share capital of the Company as on March 31 2019 was Rs.54864000/- comprising of 5486400 equity shares of Rs. 10/- each.
BOARD OF DIRECTORS:
The Board normally meets once in a quarter and additional meetings are held as and whenrequired During the financial year ended 31st March 2019 4(Four) Meetings of the Boardof Directors were held as on 22/05/2018 31/07/2018 23/10/2018 29/01/209.The dates ofBoard Meetings were decided in advance with adequate notice to all Board Members.
Appointment / Resignation of Directors [Section 168(1) & Section 152 of theCompanies act 2013] and Key Managerial Personnel (KMP):
During the year:
Smt.Kumud Ashok Mehta Whole Time Director of the Company is liable to retire byrotation and being eligible offers herself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Shri Ashwin P.Sanghvi Shri Anopchand G.Parekh and Shri Snehal S.ChinaiIndependent Directors confirming that they meet the criteria of independence as specifiedin Section 149(6) of the Companies Act 2013.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
EVALUATION OF PERFORMANCE OF BOARD
In terms of requirements under Schedule IV of the Companies Act 2013 and Clause 49 ofthe Listing Agreement during the year a separate Meeting of Independent Directors of theCompany was held on 29th January 2019 which was attended by all the IndependentDirectors to discuss and review the self-assessment of Directors Board and Committeesthereof and also assess the quality content and timeliness of flow of information betweenthe Management and the Board.
The Independent Directors at the Meeting reviewed the following:-
Performance of non-independent Directors and Board as a whole.
Performance of the Chairperson of the Company taking into account the views ofexecutive Directors and non-executive Directors.
Assess the quality quantity and timeless of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
The Company has an Independent Audit Committee comprising of 2 (two) IndependentDirectors and 1 (one) Executive Director. Where Mr. Ashwin P.Sanghvi IndependentDirector is a Chairman of the Audit Committee and Mr. Snehal Chenai IndependentDirector and Mr. Yash Ashok Mehta Executive Director of the Company are Members of theCommittee. All the members of the Audit Committee are financially literate. In view oftheir professional qualification and experience in finance all are considered to havefinancial management and accounting related expertise. Terms of reference of the Auditcommittee are elaborated in the Corporate Governance report which forms the part of thisAnnual Report.
During the year under review your Company did not accept deposits covered underChapter V of the Companies Act 2013.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of business of your Company during the year underreview.
M/s. Gada Chheda & Co.LLP Chartered Accountants of the Company have decided toretire as Statutory Auditor of the Company and necessary resolution will be moved at theensuing Annual General Meeting of the Company. And M/s. Akshay D Shah & Co. LLP havebeen Appointed as Auditors of the Company for next five years.
The comments on statement of accounts referred to in the report of the auditors areself explanatory. There are no adverse observations in the Auditor's Report.
DIRECTOR`S RESPONSIBILITY STATEMENT:
As required by Section 134 (3)(c) of the Companies Act 2013 your Directors confirmthat:
(a) In the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments has been done my management affectingthe financial position of the Company between the end of the financial year of the companyto which the financial statements relates and the date of the report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is not required to be provided as the company has no subsidiary.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany. Still During the year under report donations were made by the Company to Social/Educational Institutions amounting to Rs. 2029000/- (Previous year Rs. 2140000/-)
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organization either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12)
The Company has no employee in the category specified under section 197(12) of theCompanies act 2013 read with rule 5(1) of the companies (appointment and Remuneration ofmanagerial personnel) rules 2014.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theboard of directors do hereby declare that:
(i) No any employee throughout the financial year was in receipt of remuneration forthat year which in the aggregate was not less than sixty lakh rupees;
(ii) No any employee for a part of the financial year was in receipt of remunerationfor any part of that year at a rate which in the aggregate was not less than five lakhrupees per month;
(iii) No any employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. Efforts foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm has been at the core of Human Resource initiatives andinterventions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS
Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.
Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.
CONTRACTS OR ARRANGEMENTS
There are no transactions made in pursuance of contracts or arrangements which fallsunder Section 188 (2) of the Companies Act 2013. Hence the Company is not required tofile eForm AOC - 2 in accordance with Rule 8(2) Companies (Accounts) Rules 2014 also)
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There were no significant and material orders passed by the regulators and/or courts ortribunals during the year.
Pursuant to provisions of Section 204 of the Companies Act 2013 and Companies(Appointment &Remuneration of Managerial Personnel) Rule 2014 your Company hasappointed CS Shravan Gupta Practicing Company Secretary as Secretarial Auditor of theCompany for FY18-19 to undertake Secretarial Audit of the Company.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark. Secretarial Audit Report given by Secretarial Auditors is annexed with the report.
POLICY FOR SEXUAL HARRASMENT
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form MGT-9 is enclosed herewith forming part ofthis report.
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels
| ||For and on behalf of the Board |
|Place: Mumbai || |
|Date : 23/05/2019 || |
| ||ASHOK M. MEHTA |
| ||Chairman & Managing Director |
| ||DIN No.00163206 |