DIRECTORS’ REPORT To, The Members, Your Directors have pleasure in presenting their Twenty Fifth Annual Report with Audited Accounts of the Company for the year ended 31’st March 2015. DIVIDEND : Your Directors do not recommend a divided for the financial year ended 31'st March,2015. OPERATIONS: During the year under consideration, customer order position was not satisfactory. Sales income is at Rs. 2811.33 Lacs compared to previous years Rs. 3325.67 Lacs . Exports decreased from Rs. 3020.29 Lacs ( previous year) to Rs. 2237.53 Lacs. The Company is expecting to improve Export Sales for the year 2015-2016. The Company has earned net profit of Rs. 106.06 Lacs during the financial year 20142015. CAPACITY EXPANSION AND MODERNISATION The Company has initiated a program of modernization of heat treatment facilities and press modernization to remove constraints in production and improve turnover of the company with planned capital expenditure . CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135 relating to Corporate Social Responsibility of the Companies Act 2013 are not applicable to the Company. WHISTLE BLOWER POLICY The Company has formulated Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity ,actual or supposed fraud or violation of companies code of conduct. This mechanism also provides safeguards against victimization of employees ,who avail of the mechanism. PUBLIC DEPOSITS: During the period under review your company has not accepted any fixed deposits from the public. CLARIFICATION ON AUDIT QUALIFICATIONS: There were no audit qualifications raised by the Statutory Auditors. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your directors confirm that: 1) In the preparation of the Annual Accounts for the financial year ended March 31, 2015 , the applicable accounting standards have been followed along with proper explanations relating to material departures ,if any. 2) The Directors have selected accounting policies and have applied them consistently and have made judgments and estimates that were 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 the profit and loss of the Company for the financial year under review . 3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. 4) The Directors have prepared the annual accounts for the financial year ended March 31, 2015 on " going concern basis". 5) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls were adequate and operating effectively. 6) 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. DIRECTORS : Mr. Shantanu.R.Kothavale retires by rotation at this Meeting and being eligible, offers himself for re-appointment. Mrs. Ratnaprabha.R.Kothavale who was appointed as additional director and women director up to the 25'th Annual General Meeting and being eligible, offers herself for appointment as director. The brief resume and other details relating to the appointment of Directors form part of the Report on Corporate Governance. AUDITORS : The members of the Company have in the 24'th Annual General Meeting of the Company held on 11'th August,2014, appointed Haribhakati and Company LLP for the period of five years subject to ratification at subsequent annual general meeting. You are requested to ratify appointment of Haribhakti and Company LLP, to hold the office from the conclusion of ensuing Annual General Meeting for a period of remaining four years, as statutory auditors of the Company. PERSONNEL : There are no employees in respect of whom particulars are required to be disclosed pursuant to Companies Act ,2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO : The additional information required under the provisions of Section 134 of the Companies Act, 2013, read with the Companies Accounts Rule 2014 and forming a part to this report I is given in Annexure A to this report. SECRETARIAL AUDIT: Company is attending to the observation of secretarial auditor. ACKNOWLEDGEMENTS : Your Directors wish to express their deep sense of gratitude to the Bank Of Baroda for their continued guidance and support. The Directors would also like to place on record sincere appreciation for the commitment, dedication and hard work put in by the employees of the Company. Directors are deeply grateful for the confidence and faith reposed by shareholders of the Company. FOR AND ON BEHALF OF THE BOARD SWASTIK SIRSIKAR DIRECTOR R.S.KOTHAVALE MANAGING DIRECTOR Place : Pune Date: 9th May, 2015. |