Your Directors are pleased to present their Report on your company's businessoperations alongwith the Audited Statement of Accounts for the financial year ended March31 2017.
(Rs. In Lacs)
|Particulars ||Year Ended |
| ||31.03.2017 ||31.03.2016 |
|Revenue from operations ||18014.70 ||17817.00 |
|other income ||10.64 ||- |
|Net Sales ||18025.33 ||17817.00 |
|Profit before ||2193.89 ||2104.71 |
|Interest and Depreciation || || |
|less : interest ||438.33 ||459.43 |
|: depreciation ||285.38 ||291.41 |
|Profit/(Loss) for the year before tax ||1470.19 ||1353.87 |
|Tax expenses ||(342.20) ||(494.53) |
|Net Profit/(Loss) after tax ||1126.67 ||860.36 |
During the year under review your Company has achieved revenue from operations of Rs.18014.70 Lacs as compared to the revenue from operation of Rs. 17817 Lacs of theprevious year.
The Company has earned a Net profit after tax of Rs. 1126.67 Lacs thereby registeringan increase of 30.95% as compared to the Net Profit after tax of Rs. 860.36 Lacs of theprevious year.
Your directors are pleased to recommend a final dividend @ Rs. 3.00 per share i.e. @30% (previous Year 25%) subject to approval of the shareholders at the ensuingAnnual General Meeting. The total amount of dividend for the year shall be Rs. 234.01 Lacsas against Rs. 195.01 Lacs for the previous year. Dividend distribution tax paid/ payableby the Company for the year would amount to Rs. 47.64 Lacs
The Company proposes to transfer Rs. 85.00 Lacs to Reserves. (Previous Year Rs. 62.50Lacs)
During the year under review the Company has not accepted any deposits under theprovisions of Companies Act 2013 read with rules made thereunder and as such no amount onaccount of principal or interest on deposits was outstanding as on the date of the BalanceSheet.
Subsidiaries Associates and Joint Ventures:
The Company does not have any Subsidiary Joint venture or Associate Company.
Number of Meetings of the Board:
The Board of Directors of the Company met Four times during the previous financial yearon 25.05.2016 10.08.2016 10.11.2016 and 09.02.2017. The particulars of attendance of theDirectors at the said meetings are detailed in the Corporate Governance Report of theCompany which forms a part of this Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
Policy on Directors Appointment and Remuneration:
For the purpose of selection of any Director the Nomination & RemunerationCommittee identifies persons of integrity who possess relevant expertise experience andleadership qualities required for the position and also takes into considerationrecommendation if any received from any member of the Board.
The Committee also ensures that the incumbent fulfills such other criteria with regardto age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Individual Directors pursuant to the requirements of the Act and theListing Regulations. Further the Independent Directors at their exclusive meeting heldduring the year reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board with the Company.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they fulfill the criteria of independence specified in Section 149 (6) ofthe Companies Act 2013 and under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Terms and conditions of appointment of Independent Directors are placed on the websiteof the Company.
Nomination and Remuneration policy:
The Company has adopted a Policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178 (3) of the Companies Act 2013. Theremuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration policy of the Company. The Policy is available on the website of the Company.
Extract of Annual Return:
The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 (the Act') in prescribed Form MGT-9 is enclosed as Annexure"A" to this report.
M/s Lodha & Co. Chartered Accountants Mumbai (Firm's Regn No. 301051E) isexisiting Statutory Auditor of the Company. M/s Lodha & Co. were appointed asStatutory Auditors of the Company for the period of three years upto the conclusion ofthis ensuing AGM in accordance with Section 139 and other applicable provisions If anyof the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014(including any statutory modification(s) or re-enactment(s) therefore for the time beingin force). The Board places on records its appreciation for the Contribution of M/s Lodha& Co. Chartered Accountants during their tenure as a Statutory Auditor of theCompany.
The Auditors' Report for the year ended March 31 2017 does not contain anyqualification reservation or adverse remark.
The Board of Directors of the Company has appointed M/s. Raman S. Shah &Associates Chartered Accountants Mumbai (Firm's Regn No. 119891W) as Statutory Auditorsof the Company for the period of five years subject to approval of the members in thisensuing AGM in place of the existing Statutory Auditors M/s Lodha & Co in compliancewith mandatory rotation of Statutory Auditors as per the provisions of Section 139 of theCompanies Act 2013.
The Company has received written consent(s) and the certificate(s) of eligibility inaccordance with Section 139 141 and other applicable provisions.
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 hasappointed M/s. Arun Dash & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor isannexed herewith as "Annexure B". The Secretarial Audit Report does not containany qualification reservation or adverse remark.
Loans Guarantees & Investments:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Registered Office of the Company:
For administrative convenience Registered Office of the Company has been shifted from213 Sabari Kachigam Daman U.T. 396210 to 102 1st Floor CentrePoint Somnath Daman Road Somnath Dabhel Nani Daman Daman (U.T.) 396210.
Related Party Transactions:
All related party transactions entered into during FY 2016-17 were on an arm's lengthbasis and in the ordinary course of business and were in compliance with the applicableprovisions of the Companies Act 2013 (the Act') and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(Listing Regulations'). Further there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations. All transactionswith related parties were reviewed and approved by the Audit Committee. Prior omnibusapprovals are granted by the Audit Committee for related party transactions which are ofrepetitive nature entered in the ordinary course of business and are on arm's lengthbasis in accordance with the provisions of the Act read with the Rules issued thereunderand the Listing Regulations.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on the Company's website. The FormAOC-2 pursuant to section 134 (3) (h) of the Companies Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014 is set out as "Annexure E" to this Report.
There is No Material Changes affecting the financial position of the Company which haveoccurred between the end of the financial year of the company to which thisfinancialstatement relate on the date of this report.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureD".
The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting. Your Company follows wellestablished anddetailed risk assessment and minimisation procedures which are periodically reviewed bythe Board. The Company's Risk Management Policy has been developed to include variouscategories such as Human Resources Financial Business Processes and Systems CorporateGovernance Compliance and Information Security.
A detailed exercise has been carried out to identify evaluate manage and monitor therisks which shall help the Company to take pro-active decisions and avoid all financialimplications. The Board periodically reviews the risks and suggests steps to be taken tocontrol and mitigate the same through a properly defined framework.
Audit Committee Composition:
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms a part of this Report.
Corporate Social Responsibility:
In compliance with the requirements of section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility) Rules 2014 the Board of Directors haveconstituted a Corporate Social Responsibility Committee. The details of membership of theCommittee is mentioned in the Corporate Governance section of the Annual Report.
Details of the CSR contribution spent by the Company for the F.Y. 2016-17 is providedin the CSR report which is annexed herewith as "Annexure C".
As required under the provisions of Regulation 34(3) read with Schedule V of the SEBIListing Regulations a separate report on Corporate Governance forms part of this AnnualReport together with a Certificate from the Auditors of the Company regarding complianceof conditions of Corporate Governance.
Management discussion and analysis:
In terms of the provisions of Regulation 32 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as SEBI Listing Regulations') the management's discussion and analysisis set out in this Annual Report.
Vigil Mechanism-Whistle Blower's Policy:
The Company believes in conducting its affairs in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethicalbehavior. In order to achieve the same the Company has formulated a Whistle Blowers'Policy to provide a secure environment and to encourage all employees and Directors of theCompany shareholders customers vendors and/or third party intermediaries to reportunethical unlawful or improper practices acts or activities in the Company and toprohibit managerial personnel from taking any adverse action against those employees whoreport such practices in good faith. The Policy has been uploaded on the website of theCompany.
Significant and Material Orders Passed by the regulators or Courts or Tribunals:
No significant or material Orders were passed by the Regulators or Courts or Tribunalsduring the previous year which may impact the Going Concern Status of the Company'sOperation in the future.
Internal Financial Controls:
The Company has in place a well defined organizational structure and adequate internalcontrols for efficient operations which is cognizant of applicable laws and regulationsparticularly those related to protection of intellectual property resources and assetsand the accurate reporting of financial transactions in the financial statements.
The company continually upgrades these systems. The internal control system issupplemented by extensive internal audits conducted by independent firms of charteredaccountants
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace.Detailed disclosure required as per Section 21 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 is as follows:
|Number of complaints of Sexual harassment received in the year ||Nil |
|Number of complaints disposed off during the year ||Nil |
|Number of cases pending for more than ninety days ||Nil |
|Number of workshops or awareness programme against sexual harassment carried out ||Nil |
|Nature of action taken by the employer or district officer ||NA |
The Directors express their appreciation to all employees of the various divisions fortheir diligence and contribution to performance. The Directors also record theirappreciation for the support and co-operation received from Banks Financial InstitutionsGovernment Departments and all other stakeholders. Last but not the least the Directorswish to thank all shareholders for their continued support.
| ||For and on behalf of the Board |
|Sanjaya Kulkarni ||Mangesh Sarfare |
|Chairman ||Whole Time Director |
|DIN-00102575 ||DIN- 07793543 |
|Place : Mumbai || |
|Date : 25.05.2017 || |