DIRECTORS' REPORT Dear Shareholders, We have pleasure in presenting the Twenty- Second Annual Report together with the Audited Accounts of your Company for the year ended on 31st March-2015 DIVIDEND With a view to consolidate the financial position of the Company, the Board has not recommended any dividend for the year under review. BUSINESS OPERATIONS & FINANCIAL PERFORMANCE The economic and business environment in the country, during the year under review, continued to be subdued. Despite this, the company posted a growth in revenues to Rs. 770.92 lakh from Rs. 736.19 lakh in the previous year. The increase in revenues has also led to a corresponding increase in the operating profits of the company from Rs. 45.17 lakh in the previous year to Rs. 48.30 lakh during the year under review. Due to a change in the method of calculation of Depreciation as per Companies Act 2013, the depreciation for the year under review increased to Rs. 15.27 lakh compared to Rs. 11.59 in the previous year. This led to a lower Profit before Tax of Rs. 28.83 lakh in the year under review compared to Rs. 30.47 lakh in the previous year. However, due to lower tax provisioning, the net profit of the company during the year under review increased to Rs. 22.16 lakh compared to Rs. 20.42 lakh in the previous year. FUTURE OUTLOOK In the current year, there are some initial signs of a revival in the economy. The Board is hopeful that with improvement in the business sentiment, the company would be able to improve its performance in the current year, especially with regards to its exports. With a view to diversify the risks, the Company also intends to increase its merchant exports of other goods and commodities. The Company is also trying to explore other export markets. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS Review the adequacy and effectiveness of the Company's system and internal controls. Review and discuss with the Management the Company's major financial risk exposures and steps taken by the Management to monitor and control such exposure. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Your Company does not have any Subsidiary or Joint Venture or Associate Company. FIXED DEPOSIT The Company has not accepted any fixed deposit from the public during the year. (PY rNIL). STATUTORY AUDITORS The Company, in its last annual general meeting, had appointed M/s. Kishor Goyal & Co. as auditors for the year 2014-15. The remarks made in the Auditors' report are self-explanatory. M/s. Kishor Goyal & Co., Chartered Accountants, Ahmedabad, the retiring auditors, offer themselves for reappointment. SHARE CAPITAL The paid up capital of the Company is r 2,99,03,000/-. Your Company has not issue any kind of Shares during the financial Year ending on 31st March, 2015. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No.MGT - 9 shall form part of the Board's report and is set out at Annexure A to this Report. PARTICULARS OF EMPLOYEE There are no employees employed by the Company through out the financial year or for a part of the financial year who were drawing remuneration as per the limit provided in section 217 (2A) of the Companies Act, 2013 and therefore there are no details required to be given in the report. DIRECTORS (a) Mr. Niranjan Agrawal (DIN 06503361) and Dr. S. K. Agrawal (DIN 00808820) retire by rotation, and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment. (b) Declaration by an Independent Director(s) and re- appointment, if any: A declaration by an Independent Directors that they meet the criteria of independence as provided in sub-section (7) of Section 149 of the Companies Act, 2013 has been received and taken on note. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company promotes ethical behavior in all its business activities and has put in implementation of a mechanism wherein the Employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance Officer. The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC -2. However your company has not entered in any transaction attracting provision of Section 188 of Companies Act, 2013. Hence AOC-2 is not required to be attached. DISCLOSURES RELATING TO MANAGERIAL REMUNERATION The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure B to this Report . Your Company does not have any employee, who was in receipt of remuneration in excess of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. SECRETARIAL AUDIT A Secretarial Audit Report given by Ms. Meenu Maheshwari , a company secretary in practice (C.P. No. 8953 ) is set out as Annexure C to this Report.The Report contains observation about non-payment of listing fees within the prescribed time. However, your Company has protested and disputed the unprecedented abnormal increase in listing fees for the year under review and written to the concerned stock exchange. The shares of the Company continue to be actively listed and traded on the said stock exchange RISK MANAGEMENT POLICY A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. The Board of Directors has duly developed and implemented a risk management policy for the company. CODE OF CONDUCT The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company ("Code"). All the Board Members and Senior Management Personnel have affirmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report. The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and is uploaded on the website of the Company. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013 The Company has been employing about one woman employee. The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no compliant received from employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for Redressal. DIRECTOR RESPONSIBILITY STATEMENT :YOUR DIRECTORS CONFIRM i. that in the preparation of annual accounts, the applicable accounting standards have been followed; ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit of the Company for the year; iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; iv. That the Directors have prepared the annual accounts on a going concern basis. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO The statement containing the necessary information required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 [Chapter IX] is annexed herewith at Annexure D. CORPORATE GOVERNANCE Provisions of Clause 49 of the Listing Agreement relating to corporate governance are not applicable to the Company. However, with a view to increase investors' trust and transparency in its operations, the Board has decided to voluntarily adopt and follow some of the provisions of the Clause 49 of the Listing Agreement. A separate Report on Corporate Governance forms part of this Annual Report. ACKNOWLEDGMENT We wish to place on record our deep appreciation of the co-operation and assistance received by the Company from the staff and employees. We further wish to thank our bankers for their continued support to the Company. For and on behalf of the Board Sd/- Jagdish Agrawal Managing Director Place: Ahmedabad Dated: 29th May, 2015 |