BOARD'S REPORT Dear Members, The Board of Directors are pleased to present their Thirty First Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended on 31st March, 2016. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014. 2. RESERVES No transfer to reserves has been made during the year under review as the same is not mandatory. 3. PERFORMANCE AND AFFAIRS OF THE COMPANY During the year under review, despite of difficult market conditions the Net Sales has marginally increased by 0.50% from Rs. .8680.00 Lacs to Rs. 8720.00 Lacs. However, due to better operating efficiency, reduced wastage and cost control measures, the operating profit has increased by 20.90% from Rs. 1837.00 Lacs to Rs. 2221.00 Lacs. The performance and outlook of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report. 4. DIVIDEND The Company has declared and paid an Interim Dividend @150 % on 10th February, 2016 i.e Rs. 7.50 per share same as in previous year. The dividend has been paid to the shareholders whose names appeared in the Register of Members as on 29th January, 2016. The total dividend paid for the year ended 31st March, 2016 was Rs.1102.40 lacs. Your Directors recommend that the Interim Dividend be confirmed as Final Dividend. 5. CURRENT STATUS The order book position of the Company in the current financial year 2016-17 is satisfactory. The Company expects to achieve better performance during the current year. 6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT There is no change in the nature of business of the Company during the year. There is no revision made in the Board's Report and whatever submitted herewith is the final report. 7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture Company. 8. CORPORATE GOVERNANCE Pursuant to Regulation 27(2) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate Annexure to this Report. In order to obviate duplication of information some of the information required under the Board's Report has been captured in the Corporate Governance Report. 9. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and amended rules thereafter. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (I ) Directors Mr. Bhupatrai G. Gandhi (DIN NO: 00041273), Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment. There is no change in the composition of the Board of Directors. (ii) Key Managerial Personnel None of the KMP has resigned during the year under review. (iii) Declaration by an Independent Director(s) The Company has complied with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and according to the provisions of Section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013. (iv) Annual Evaluation of Board In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Company, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions. 11. BOARD AND COMMITTEES During the year, four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two meetings was within the period prescribed under the Companies, 2013, Secretarial Standard-1 on Board Meetings and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Audit Committee and CSR Committee have been given in the Report on the Corporate Governance. 12. DIRECTOR'S RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby 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 have selected such accounting policies and applied 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 as at 31st March, 2016 and of the profit of the Company for the year ended on that date; c. the directors have 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 annual accounts have been prepared on a going concern basis; and the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. e. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. NOMINATION AND REMUNERATION COMMITTEE The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. 14. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior. The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. 15. RISK MANAGEMENT POLICY The Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company. 16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure A" which forms part of this Report. 17. INTERNAL CONTROL SYSTEMS Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. 18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has an adequate system of internal financial controls commensurate with its size and nature of business. Detailed procedures are in place to ensure that all assets are safeguarded and protected against losses, all transactions authorized, recorded and appropriately reported. The internal control system is monitored and evaluated by an Internal Audit team which interacts closely with the Audit Committee. No material issues in relation to the adequacy of Company's control systems were raised during the year. 19. EXTRACT OF ANNUAL RETURN Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2016 made under the provisions of Section 92(3) of the Act is annexed as "Annexure B" which forms part of this Report. 20. AUDITORS (i) STATUTORY AUDITOR The Statutory Auditors of your Company namely, M/s. S. V. Doshi & Co., Chartered Accountants have been appointed for a period of three years at the annual general meeting held on 24th July, 2014. The appointment is required to be ratified by the shareholders at this annual general meeting to conduct the audit for the financial year 2016-2017.Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment. The Audit Report does not contain any qualification, reservation or adverse remark. (ii) SECRETARIAL AUDITOR Pursuant to provisions of section 204 of the Act and the rules framed there under, the Board has appointed M/S Dholakia & Associates LLP, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-2016. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. (iii) COST AUDITOR The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report for the year under review pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014. 21. GREEN INITIATIVES Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company will be sending Annual Report through electronic mode(email) to all the shareholders who have registered their email addresses with the Company or with the Depository to receive the Annual Report through electronic mode and initiated steps to reduce consumption of paper. 22. HUMAN RESOURCES Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. 23. ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year. 24. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATES Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report. 25. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES The Company has not taken any loan during the year. The details of Guarantees, Investments and Securities are covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes No. 10, 12 and 24 to Financial Statements form part of the Annual Report. 26. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Few transactions have been made under the approval of the Central Government obtained under the Companies Act, 1956 and valid for the year under review. Hence, the provisions of Section 188 of the Companies Act, 2013 are not applicable. Thus disclosure in form AOC-2 is not required as such Related Party Transactions are not material. However, the details have been furnished in the Notes No. 35 to the financial statement. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval at every quarterly meeting. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report. 27. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014. There were no employees except the Managing Director and Joint Managing Director of the Company drawing remuneration of Rs. 60 lacs or more per annum or Rs. 5 lacs or more per month during the year under review. Both the Managing Director and Joint Director are related to each other and they are promoters of the Company. Their appointment is contractual as approved by the Board and members of the Company. The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2016 is given in a separate Annexure to this Report. The above Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the Annual General Meeting and up to the date of the Annual General Meeting during the business hours on working days. 28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013. The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review. 29. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. 5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. 30. ACKNOWLEDGMENT Your Directors wish to express their gratitude for co-operation, valuable guidance and support received from Bankers, Government authorities, all stakeholders and business associates. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company. Your Directors convey their thanks to the Shareholders who have reposed the confidence in the management of the Company. For and On behalf of the Board of Directors Manhar G.Gandhi Chairman & Managing Director Place: Mumbai Date:16.05.2016 |