DIRECTOR'S REPORT The Members, Your Directors have pleasure in presenting their Twenty-fifth Annual Report of the Company for the year ended on 31st March, 2015. DIVIDEND : Your Directors, in order to conserve resources, have not recommend any Dividend for the year ended 31st March, 2015 on the Equity Share Capital.(Previous Year : Rs. 0.60 per share). OPERATIONS : During the year under review the Company made overall improvement in performance, posting a higher gross income as well as Profit before taxes in the scenario of sectoral imbalances, inflationary trends and decline in rupee value. However, in light of the fact that the Directors are considering expansion plans and further on general fear of economic slowdown in the current financial year, the Board has not recommended any Dividend for the year under review. The Company continues to focus on the domestic market which has a growth potential. SUBSIDIARIES AND ASSOCIATE : Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries' and Associate (in Form AOC-1) is forming part of the Consolidated Financial Statements. CONSOLIDATED FINANCIAL STATEMENTS : In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A". RELATED PARTY TRANSACTIONS The Company has formulated a policy on dealing with Related Party Transactions. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any contract/ arrangement/transactions with related parties which can be considered as material in nature. The related party transactions are disclosed under Note No. 27E of the Notes to Financial Statements for the financial year 2014-15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.12 of the Notes to the Financial Statements. INSURANCE : All the assets of the Company are adequately insured. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in form MGT-9 in "Annexure B" of this Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL : Mrs.V.B.Khakhar, Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment. Mr.K.Gopi Nair , Director of the Company is proposed to be appointed as Non-retiring Independent Director for a term of 4 consecutive years not liable to retire by rotation. Key Managerial Personnel Mr. Manoj Dewani has been appointed as Chief Financial Officer of the Company with effect from 13th February 2015. Board Evaluation : Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and that of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures; b) They have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the Annual Accounts on a going concern basis. e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. CORPORATE GOVERNANCE : Your company has always striven to incorporate appropriate standards for good corporate governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is given in "Annexure C" to this Report. A separate Report on Corporate Governance and a Certificate from the Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance are annexed to this Report as "Annexure D". PARTICULARS OF EMPLOYEES The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as "Annexure E". AUDITORS : Statutory Auditors M/s. Ashar & Co., Chartered Accountants are eligible for re-appointment and have indicated their willingness to act as such. In terms of section 141 of the Companies Act 2013, their appointment needs to be confirmed and their remuneration needs to be fixed. Secretarial Audit Pursuant to the provisions 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. Jinang Shah & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure F ". SIGNIFICANT OR MATERIAL ORDERS There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in future. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. The details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report. AUDITORS QUALIFICATIONS The remarks, if any, either by the Auditors or by the Practising Company Secretary in their respective reports have been dealt with, appropriately in this report. RISK MANAGEMENT POLICY The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report. APPRECIATION : Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from the Banks, Customers, Employees and Members of the company. By Order of the Board of Directors Milan B. Khakhar Chairman & Managing Director (DIN : 00394065) Place : Mumbai Date : 30th May, 2015 |