Your Directors have pleasure in presenting their Twenty-Ninth Annual Report of theCompany for the year ended on 31st March 2019.
FINANCIAL RESULTS :
| ||Year Ended 31st March 2019 ||Year Ended 31st March 2018 |
| ||Rs..in 000s ||Rs..in 000s |
|Gross Income from Operations ||413905 ||614461 |
|Profit before Depreciation and Tax ||15059 ||15040 |
|Profit after Tax ||6763 ||5891 |
|Balance brought forward from Previous year ||92008 ||86121 |
|Total Comprehensive Income for the year ||6813 ||5887 |
|Surplus carried to Balance Sheet ||98821 ||92008 |
Your Directors in order to conserve resources have not recommend any Dividend for theyear ended 31st March 2019 on the Equity Share Capital.(Previous Year : NIL).
During the year under review the Company posted a lower gross income without anysignificant fall in profits on account of focus in retail business and improvement inmargins.
The Company continues to focus on the domestic market which has a growth potential.
SUBSIDIARIES AND ASSOCIATES :
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Companys Subsidiaries and Associate (in Form AOC-1) isforming part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS :
In accordance with the Accounting Standard (AS 21) on consolidated Financial Statementsread with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries theAudited Consolidated Financial Statements are provided in the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND 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 Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureA".
RELATED PARTY TRANSACTIONS
Transactions with related parties during the year under review were in the ordinarycourse of business and on an arms length basis. During the year the Company had notentered into any contract or arrangement with a related party which would be considered asmaterial in accordance with the policy of the Company on materiality of related partytransactions. Details of Contracts or Arrangements or Transactions with Related Parties(in Form AOC-2) is forming part of this Report.
The related party transactions are disclosed under Note No. 27E of the Notes toFinancial Statements for the financial year 2018-19.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No.3 of the Notes to the FinancialStatements.
All the assets of the Company are adequately insured.
The extracts of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished inform MGT-9 in "Annexure B" of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mrs.V.B.Khakhar Director of the Company retires by rotation at the forthcoming AnnualGeneral Meeting and does not offer herself for re-appointment on account of advanced age.
Mrs.V.B.Khakhar is a Promoter Director of the company since it inception. The Board ofDirector places on record its deep appreciation for services rendered by her for aboutthree decades as Director of the company.
The tenure of Mr.K.Gopi Nair as an Independent Director shall come to an end on 30thSeptember 2019. He is eligible for reappointment and offers himself for re-appointment asDirector liable to retire by rotation.
The tenure of Ms.Ashni Parekh and Mr.Gaurav Davda both as Independent Directors shallcome to an end on 28th September 2019. It is proposed to re-appoint them asIndependent Directors for a further period of 5 (Five) years.
The tenure of Mr.Milan Khakhar Chairman and Managing Director and Mr.Prakash KhakharJoint Managing Director both as Managerial Personnel ends on 31st July 2019.It is proposed to re-appoint Mr.Milan Khakhar as Chairman and Managing Director andMr.Prakash Khakhar as Joint Managing Director for a further period of 5 (Five) yearseffective from 1st August 2019.
Key Managerial Personnel
Mr.Milan Khakhar Chairman and Managing Director Mr.Prakash Khakhar Joint ManagingDirector Mr.Manoj Dewani Chief Financial Officer and Mr.Hardik Valia Company Secretaryof the Company are Key Managerial Personnel of the Company. There was no change in the KeyManagerial Personnel during the year.
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and that of its statutory committeesviz. Audit Committee Stakeholder Relationship Committee Nomination and RemunerationCommittee and that of the individual directors. The results of evaluation are satisfactoryand adequate and meet the requirements of the company.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :
(including criteria for determining qualification positive attributes independence ofa Director policy relating to remuneration for Directors Key Managerial Personnel andother employees)
Policy on Directors Appointment
Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015. Emphasis is given to persons from diversefields or professions.
Policy on Remuneration
Guiding Policy on remuneration of Directors Key Managerial Personnel and employees ofthe Company is that -l Remuneration to workmen is as per the prevailing structurequalification experience and skills.
Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen (non Unionised) is industry driven in which it is operating taking into accountthe performance leverage and such factors so as to attract and retain quality talent.
For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made declarations confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts on a going concern basis.
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that theCompanys internal financial controls were adequate and effective during thefinancial year 2018-19.
DETAILS OF COMMITTEES OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors Stakeholders Relationship/ Grievance Committee of Directors number of meetingsheld of each Committee of Directors during the financial year 2018-19 and meetingsattended by each member of the Committee as required under the Companies Act 2013 areprovided in Corporate Governance Report and forming part of the report. Therecommendations of the Audit Committee as and when made to the Board have been acceptedby it.
CORPORATE GOVERNANCE :
Your Company reaffirms its commitment to Corporate Governance and is fully compliantwith the conditions of Corporate Governance stipulated in Clause C of ScheduleV on Annual Report pursuant to Regulation 34(3) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
A separate section of disclosure on Corporate Governance and a Certificate from theStatutory Auditors dated 28th May 2019 in this regard are annexed hereto andform part of the Report.
ANALYSIS OF REMUNERATION
The Information as per Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report as "Annexure E".
AUDITORS AND AUDITORS REPORT :
The members in the 25th Annual General Meeting have appointed M/s. Ashar& Co. Chartered Accountants (Registration No. 129159W) as Statutory Auditors of theCompany to hold office until the conclusion of this Annual General Meeting. The Auditorshave confirmed their eligibility to be re-appointed and their appointment if made wouldbe within the prescribed limits of the Companies Act 2013 and that they are notdisqualified for such appointment. It is proposed to re-appoint them as statutory auditorsfrom the conclusion of this Annual General Meeting till the conclusion of the ensuingAnnual General Meeting.
During the year under review the Audit Report does not contain any qualificationreservations adverse remarks or disclaimer and no frauds were reported by the Auditors ofthe company under Section 143(12) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Jinang Shah & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor is annexedherewith as "Annexure F".
INTERNAL FINANCIAL CONTROLS
The Company is having in place internal financial controls system. The internalfinancial controls with reference to financial statements were adequate and operatingeffectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil / whistle blower mechanism which provides a channelto any employer / director to report to the Management concerns about unethical behavioractual or suspected fraud or violation of code of conduct or policy. The mechanismprovides for adequate safeguards against victimisation of the whistle blower and alsoprovides for direct access to the Chairman & Managing Director /Chairperson of theAudit Committee in exceptional cases.
The remarks if any either by the Statutory Auditors or by the Practising CompanySecretary in their respective reports are self explanatory. There are no qualifications oradverse remarks in the aforesaid reports.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment & Management Policy. The details ofthe Risk Management are covered in the Corporate Governance Report.
MEETINGS OF THE BOARD
Nine meetings of the Board of Directors were held during the year. For further detailsplease refer to the report on corporate governance in this annual report.
PARTICULARS OF EMPLOYEES
Information pursuant to the provisions of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the names and other particulars of employees is notprovided as there are no employees drawing remuneration above the prescribed limits.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure-B).
No disclosure or reporting is required of the following items as there were notransactions on these items during the year under review.
(i) Issue of equity shares with differential rights as to dividend voting or otherwise
(ii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
(iii) No significant or material order were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal Act 2013) during the year under review.
Your Directors wish to place on record their sincere appreciation for their continuedsupport and co-operation received from the Banks Customers Suppliers Employees andShareholders of the Company.
| ||By Order of the Board of Directors |
| ||Milan B. Khakhar |
|Place : Mumbai ||Chairman & Managing Director |
|Date : 28th May 2019 ||( DIN : 00394065) |
ANNEXURE A to Directors Report :
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive industry and henceconsumption of power is not significant. However the management gives due importance toconservation of energy wherever feasible and also reviews from time to time the measurestaken / to be taken for reduction of consumption of energy.
|Power Consumption (Electricity) ||Current Year ||Previous Year |
|Units ||41641 ||47388 |
|Total Cost ||Rs. 575580 ||Rs. 527060 |
|Rate per unit ||Rs.13.82 ||Rs.11.12 |
B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT
i. Research & Development (R & D)
The Company undertakes from time to time studies for process improvement and plantdesign development to improve quality and performance of its products to substituteimported material and components and to economise the production costs. Based on thesestudies appropriate actions are taken to achieve these goals. In absence of a separateresearch & development department it is difficult to quantify the amount spent onresearch & development.
ii. Technology Absorption Adaptation and Innovation
Efforts are made to absorb the advances in technology with suitable modifications tocater to local needs. The Company keeps itself updated with the latest technologicalinnovations by way of constant communication personal discussions etc.
C. FOREIGN EXCHANGE USED & EARNED
|Foreign exchange used: ||Rs. 571.18 Lakhs |
|Foreign exchange earned: ||Rs. 30.29 Lakhs |