DIRECTORS' REPORT TO, THE MEMBERS, Your Directors have pleasure in presenting the 44m Annual Report of the Company together with the audited accounts for the Financial Year ended March 31, 2015. 2. Dividend The Directors are pleased to recommend for the approval of the shareholders a dividend at the rate of 35% per share of Rs. 2 (i.e. of Rs 0.70/- per share) each on the paid-up equity share capital of the Company with respect to the financial year 2014-2015. 3. Reserves The Company proposes to carry Rs.2277.22 Lac to the Reserves which is left after paying dividend of Rs 12.25 Lac from net profits of Rs. 475.15 Lac. 4. Brief description of the Company's working during the year/State of Company's affair Total Turn Over during the year is Rs.3049.51 Lac (Previous Year Rs. 2862.97 Lac) showing increase of 6.51 % over the previous year. We have made a Profit after depreciation and interest of Rs. 703.79 Lac (Previous Year Profit of Rs. 692.29 Lac). Exports during the year were Rs. 2813.03 Lac as against Rs. 2642.12 Lac during the previous year. During the current year our export sales are 92.25% of our total sales. As in the past, during the coming year more focus will be on exports with regular visits to customers and tapping new customers at trade fairs and exhibition. 5. Change in the nature of business, if any There is no change in the nature of business during the financial year 2014-15. 6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report. 8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control 9. Details of Subsidiary/Joint Ventures/Associate Companies Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year. 10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. No details are given as your Company has no Subsidiary/Joint Ventures/Associate Companies during the year. 11. Deposits Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable. 12. Statutory Auditors M/s. Kanu Doshi Associates, Chartered Accountants, bearing FRN: 104746W, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section. 13. Auditors' Report No qualification, reservation or adverse remark or disclaimer has been made by the auditors in their auditors' report for the year 2014-15. 14. Share Capital During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity. 15. Extract of the annual return The extract of the annual return in Form No. MGT - 9 forming part of the Board's report is attached herewith as (Annexure-A). 16. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-B). 17. Corporate Social Responsibility (CSR) The details on the CSR activities are enclosed as (Annexure-C). B) Declaration by an Independent Directors) and re- appointment, if any_ A declaration by Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 have been given. The Board of Directors declare that the Independent Direct6rs Mr. Ankit Jaint Mr. Rajendra Prasad and Mr. Ravikant Dhawan in the opinion of the Board are: a) persons of integrity and they possess relevant expertise and experience; b) not a promoter of the Company or its holding, subsidiary or associate company; c) not related to promoters or directors of the company, or its holding, subsidiary or associate company; d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year; e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year; f) neither they nor any of their relatives - i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year. ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm; iii. hold together with their relatives two percent or more of the total voting power of the company or iv. is a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company; g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014. Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan are eligible for r-appointment at the ensuing annual general meeting. C) Formal Annual Evaluation The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process. The policy formulated by nomination and remuneration committee: The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company. 25. Particulars of contracts or arrangements with related parties: Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-D). 26. Managerial Remuneration: Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-E). 27. Secretarial Audit Report, > The Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure- F). The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except i. Annual general meeting was conducted at Vill. : Billanwali, Baddi-173205 District: Solan (HP) before approval form INC 22 for change of registered office. ii. Form MGT-14, Form66, Form20B, Form23AC-ACA XBRL and Form DIR-12 were filed after due date with additional fee. Explanation: i. The Regional Director [NWR], in its order dated 18.06.2014 had approved shifting of Register office of the Company in the state of Himachal Pradesh from the state of Gujarat. Thereafter Form INC 22 for change of registered was also submitted on time, but on raising of query by the ROC, Gujarat, the said Form INC 22 could not be re-submitted due to technical error and the ROC office, Gujarat was also approached to resolve the matter. As per the verbal advice from the ROC, Gujarat office, the Form INC 28 was filed again to resolve the matter, but after approval of Form INC 28 second time, the Form INC 22 could not be uploaded for the reason showing invalid SRN of form INC 28. Thereafter form 22 was filed, but was not approved due to technical error by the ROC Office, Gujarat. However, with the expectation that certificate for change of registered office by ROC, Gujarat would be issued before the date of AGM, the annual general meeting was conducted at Village Billanwali, Baddi-173205 District: Soian (Himachal Pradesh). ii. The issuance of certificate for change of registered office of the Company from Gujarat to Himachal Pradesh was pending with the ROC, Gujarat. However, the Regional Director [NWR], in its order dated 18.06.2014 had already approved shifting of Register office of the Company in the state of Himachal Pradesh from the state of Gujarat, and filing of above mentioned forms could create technical error due to the pendency of issue with ROC, Gujarat and therefore Company decided to file above mentioned forms after the issuance of Certificate for change of registered office of the Company, and therefore Form MGT-14, Form66, Form20B, Form23AC-ACA XBRL and Form DIR-12 were filed afterthe due date with additional fees. 28. Corporate Governance Report (Clause 49) The paid up share capital of the Company is below Rs. 10 crore and Net worth is below Rs. 25 Crore as per the audited Balance Sheet as at 31st March 2014, and therefore, the amended clause 49 relating to Corporate Governance of the listing agreement with Bombay Stock Exchange is not applicable to Company as per the circular no. CIR/CFD/POLICY CELL/7/2014 dated 15W September, 2014 of the Securities and Exchange Board of India. 29. Risk management policy The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company. 30. Directors' Responsibility Statement Your Directors state that— (a) in the preparation of the annual accounts, the applicable accounting standards had 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 and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and (e) the directors had laid down internal financial controls 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 provisions of all applicable laws and that such systems were adequate and operating effectively. 31 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. 32. Acknowledgements The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty. By Order of the Board of Directors Vill.: Billanwali, Baddi -173205 Distt: Solan (HP) Rajiv Aggarwal Chairman & Managing Director Dated : 13.08.2015 |