DIRECTORS' REPORT Dear Members, The Directors have the pleasure of presenting the 34th Annual Report of your Company for the Financial Year 2014-15. Operational Review During the financial year 2014-15, net revenue from operation was Rs 39821.44 lac as compared to Rs 38691.80 lac during the corresponding period of previous year 2013-14 The net profit after tax of the Company is Rs 784.12 lacs as compared to Rs 1349.67 lac for the previous year. Dividend Your Directors have pleasure in recommending for approval of the members at the Annual General Meeting a dividend of Rs 1.00 per share (i.e 10%) for the financial year ended 31st March, 2015. The dividend of 10% if approved at the forthcoming Annual General Meeting will result in out flow of Rs 100.00 lacs in addition to Rs 20.47 lacs by way of dividend distribution tax. Financial Review Share Capital The paid up equity capital as on march 31, 2015 was Rs.100000000/-. During the year under review, the Company has not issued any shares during the year. Finance The Company has raised fresh Long Term Loan of Rs 6993.10 lacs for its various projects in progress during the year and focusing primarily on managing its working capital judiciously. Reserves The Company does not propose to carry any amount to any reserves. Fixed Deposit Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Particulars of Loans, Guarantees or Investments: 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. Internal Control Systems and their adequacy: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal auditor reports to the Whole Time Director and the quarterly reports are placed before the Audit Committee. Based on the report of internal audit, the audit committee recommends corrective actions, the respective department needs to undertake in their respective areas and thereby strengthen the controls. Corporate Social Responsibility Initiatives As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of promotion of education and medical aid. The Annual Report on CSR activities is annexed herewith as: Annexure:- IV Directors: In term of Section 149 and Section 152 of the Companies Act, 2013 an independent Directors are not required to retire by rotation and may be appointed on the Board of the Company for maximum of two term of upto five years each. Accordingly, it is proposed to appoint the existing independent non executive Directors namely Shri S.K.Arora and Shri I.D.Singh, for the terms of five years effective from 30.09.2015. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Board has appointed Mrs Bindu Satia and Mr Chirag Satia as Additional Director at their meeting held on 12.11.2014 and 13.02.2015 respectively and they holds office upto the date of ensuing Annual General Meeting and are eligible for appointment as Directors. The Company has received a separate notice together with the requisite amount as per the provision of Section 160 of the Companies Act, 2013 for the appointment of aforesaid Directors on the Board of the Company. Board Evaluation Pursuant to the provision of the companies Act. 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance. The directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. the manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Key Managerial Personnel The following employees were designated as whole time key Managerial personnel by the Board of Directors during the financial year:- Dr Ajay Satia: CMD & CEO Sh Ashok Kumar Khurana: CFO Sh Rakesh Kumar Dhuria: Company Secretary Remuneration Policy The Board has on the recommendation of the Remuneration Committee framed a policy for selection & appointment of Directors. Senior Management and their remuneration. The Remuneration Policy is stated in the Annexure-I. Meetings During the year four board meeting and four Audit Committee Meetings were convened and held. The detail of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Director Responsibility Statement Pursuant to requirement of Section 134 (5) of the Companies Act, 2013, your Directors confirm that : (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the Directors had 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 and of the profit or loss of the company for the period. (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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. (e) the Directors in the case of listed Company had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) the Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively. Statutory Auditors: M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar, were appointed as statutory auditors of the company to hold office till the conclusion of the 36th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013 the appointment of statutory auditor shall be placed for ratification at every Annual General Meeting . Accordingly, the appointment of M/s Rakesh Bansal & Co., Chartered Accountants, Muktsar as statutory auditor is placed for ratification by the shareholders. The Company has received letters from the Auditor to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment. The Auditors' Report on the Accounts is self explanatory and requires no comments. Secretarial Audit: Pursuant to provision of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s S. Parnami & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as '' Annexure-V The secretarial audit report for the year under review requires no comments. Internal Auditors During the year under review M/s Rakesh Doomra and Associates, Muktsar carried out the internal audit and submitted their report. Cost Audit Pursuant to the provisions of the Companies Act, 2013 M/s R.J.Goel & Co., Cost Accountants, New Delhi has conducted the cost audit of the Company. Related Party Transaction: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Subsidiary Companies The Company does not have any subsidiary. Code of Conduct A Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of conduct" The Code has been posted on the Company's website The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Extract of Annual Return: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure VI". Business Risk Management: Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has Constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards Report. At present the company has not identified any element of risk which may threaten the existence of the company. Particulars of Employees Information as required under Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure-II and forms an integrated part of this report. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The Particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Company (Accounts) Rules 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended as an Annexure-III to the Director's Report. Industrial Relations: During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. Corporate Governance The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance Management Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report. Acknowledgement: The Directors wish to place on record their sincere gratitude and appreciation for the assistance and cooperation received from the Government of India, Government of Punjab, the Financial Institutions, Punjab National Bank, Central Bank of India, Members, Customers and Business Constituents for their continued support and co - operation. We also place on record our sincere appreciation for the contribution made by the employees at all levels. Our consistent growth is made possible by their devout, sincere and unstinted services. for and on behalf of the Board of Directors ( Dr Ajay Satia) CHAIRMAN-CUM- MANAGING DIRECTOR (R. K. BHANDARI) Whole Time Director PLACE : Rupana DATE : 13.08.2015 |