DIRECTOR'S REPORT TO, THE MEMBERS, The Board of Directors present their 27th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2016. 2. PERFORMANCE Your Company has managed to achieve reasonable good performance during the year in spite of difficult market conditions. Sales have declined mainly due to reduction in finished goods prices. The company has produced 3292.73 tons against 3795.44 tons during the previous year resulting in sales turnover of Rs. 3096.77 lacs as against Rs. 4102.60 lacs during the previous year. 3. DIVIDEND Directors do not recommend any dividend due to the accumulated losses suffered by the company. 4. DIRECTORS & KEY MANAGERIAL PERSONNEL A) Changes in Directors and Key Managerial Personnel Mr. Kamlesh C Sanghavi, Independent Director of the Company expired on 3rd March 2016. He was associated with the company since 2006. Board put on record valuable contribution made by him to the affairs of the company. Mrs. Varsha Jitendra Vakharia (DIN: 00052361), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013 The present term of appointment of Shri Jitendra K. Vakharia as Managing Director is valid upto 30th September 2016, subject to approval of members at the ensuing Annual General Meeting. The Board has reappointed him as Managing Director for a period of 3 years from 1st October 2016. Mr. Nitin Ishwarlal Parekh (DIN 00087248), Additional Director, appointed in the Board Meeting held on 29th March 2016, is proposed to be appointed as an Independent Director of the Company who shall not be liable to retire by rotation, and in respect of whom the Company has received notice proposing his candidature under Section 160 of the Companies Act, 2013 along with requisite deposit for a tenure of 5 years. The Board recommends his appointment as an Independent Director to the members Shri Subodh L More Secretary of the Company resigned on 23rd May 2015 and Shri Sandeep S.Gupta was appointed on 6th August 2015 as Secretary of the Company. B) Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees. C) Declaration by an Independent Director(s) All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6). 5. AUDITORS M/s. Poladia & Company, Chartered Accountants, Mumbai retiring Auditors, have expressed their unwillingness for re-appointment. Further the audit committee and Board have recommended appointment of M/s. K.S. Maheshwari & Co. Chartered Accountants as Statutory Auditors of the Company. They have given their consent to act as Statutory Auditors and are eligible for appointment . Members are requested to appoint the auditors and to fix their remuneration. 6. FIXED DEPOSITS : 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. 7. 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 the company is given in the notes to the financial statements. 8. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that :- a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards, have been followed and there are no material departures from the same. b) the Directors 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 affairs of the Company as at March 31, 2016 and of the profit of the company for the year ended on that date. c) the Directors have taken proper and sufficient care fo r 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) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 9. AUDITORS REPORT Auditors notes are self-explanatory and do not call for any further comments. There are no qualifications in Auditors Report. There are no frauds reported by Auditors u/s.143(12) of the Companies Act 2013. 10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure A to this report. 11. DETAILS OF COMMITTEE OF THE BOARD Currently the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and Listing Agreement/ Regulations, are as follows A. Audit Committee: Mr. Kamlesh Sanghvi, member of the Audit Committee expired on 3rd March 2016. On 29th March 2016, Board appointed Mr. Nitin I. Parekh as a member of the committee. The Audit Committee comprising of Mr. Dinesh Turakhia, Independent Director as the Chairman of the Committee, and Mr. Nitin Parekh, Independent Director and Mr. Jitendra Vakharia, Director as the members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. Details of establishment of vigil mechanism for directors and employees: The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Dinesh P. Turakhia, Chairperson of the Audit Committee. B. Nomination and remuneration committee: Shri Kamlesh C. Sanghvi member of the committee expired on 3rd March 2016. Board has appointed Mr. Nitin I. Parekh as member w.e.f. 29th March 2016. The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. Mr. Dinesh P.Turakhia, Independent Director is the Chairman of the said Committee and Mr. Nitin I. Parekh, Independent Director and Mrs. Varsha J.Vakharia, Director are the members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees. C. Stakeholder's Relationship Committee: The Stakeholder's Relationship Committee comprises of Mr. Dinesh P. Turakhia, ndependent Director as the Chairman of the Committee and Mr. Jitendra K. Vakharia, Director and Mrs. Varsha J. Vakharia, Director as the members of the Committee. The role of the Committee is to consider and resolve securities holders' complaints. The complaints are responded resolved within the time frame provided. 12. SECRETARIAL AUDITOR The Board has appointed A. M. Sheth & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16, as required u/s.204 of the Companies Act.2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure B to this Report, The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 13. MEETING OF THE BOARD OF DIRECTORS The Board of Directors duly met 8 times during the financial year from 1st April, 2015 to 31st March 2016. The dates on which the meetings were held are as follows:- 30th May 2015, 29th July 2015, 11th August 2015, 15th September 2015, 3rd November 2015, 6th November 2015, 3rd February 2016 and 29th March 2016. 14. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure C to this Report. 15. RISK MANAGEMENT PLAN There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. There are no risks which threaten the existence of the company. 16. CORPORATE SOCIAL RESPONSIBILITY Provisions of section 135 of the Companies Act, 2013 are not applicable to the company. 17. CORPORATE GOVERNANCE The Company is adhering to good corporate governance practices in every sphere of its operations. The corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company as company's paid up capital is less than Rs. 10 crores and net worth is less than Rs. 25 crores. Management Discussions and Analysis Report is attached herewith as Annexure D 18. DEPOSITS The Company has not accepted any Deposits from the Public. 19. CONTRACTS U/S. 188 All contract/arrangements / transactions entered by the company during the financial year with related parties were in ordinary course of business and on an arm's length basis. Form AOC2 giving details of contract is attached herewith as Annexure E . 20. INTERNAL FINANCIAL CONTROL Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. 21. DIRECTORS REMUNERATION Remuneration policy for Directors, Key Managerial Persons and other employees is attached herewith as Annexure F. Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are attached herewith as Annexure G. 22. RIGHTS ISSUE In term of letter of offer, company issued and allotted 2,59,48,800 equity shares of Re.1/- each a premium of Rs.0.30 per equity share, on 6th November 2015. The funds were fully utlised for the purpose of repayment of unsecured loan and to meet the issue expenses. 23. CODE OF CONDUCT Declaration by Managing Director under Para D of Schedule V of Listing Regulations 2015. "I hereby declare that all the Board members and Senior Management Personnel of the Company have affirmed compliance with the code of conduct of Board of Directors and Senior Management." 24. UNCLAIMED SHARES SUSPENSE ACCOUNT The company has dematerialized 733800 equity shares of Rs. 1/- each and transferred to Unclaimed Suspense Account on 16/04/ 2016 . 25. GENERAL DISCLOSURE No disclosure is required in respect of following matters:- a) Subsidiary Associate or Joint Venture Company. b) Material orders passed by the Regulators, or Courts or Tribunals. c) Equity shares with differential rights. d) Sweat equity shares. e) Employee Stock Options Scheme. f) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 60 lacs p.a. or Rs. 5.00 lac p.m.) g) Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. (No cases filed). 26. ACKNOWLEDGEMENT The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company. They are thankful to Company's Bankers for the support extended to the company. For and on behalf of the Board of Director Sd -J. K. Vakharia Managing Director (DIN 00047777) Sd -V. J. Vakharia Director (DIN 00052361) Place :- Mumbai Date :- 30th May 2016 |