Expo Gas Containers Limited DIRECTORS' REPORT To, The Members Your Directors present herewith Thirty Second Annual Report together with audited statement of accounts for the year ended 31st March 2015 CURRENT YEAR During the year under review, your Company achieved a sales turnover of Rs. 6028.16 lacs against Rs. 4543.18 lacs in the previous year. Thus the Company has been able to achieve a growth in turnover of 32.69% over the previous financial year. FUTURE OUTLOOK In such difficult time of stagnant demand in the economy, your Company has been growing consistently over the past 6 years. Your Company is fully dependent upon the capital expenditure of the Oil & Gas sector. Considering the global trend in the prices of crude oil, your Company foresees that the actual tendering process for the capital expenditure and expansion plans of oil companies in India may take a few more months to finalize. Thus the actual orders could be received only during the later half of the coming financial year. In order to bridge this gap in local market your Company plans to explore the export market for tenders/ orders. Also instead of focusing only in the Oil & Gas sector your Company plans to enter into production for the larger Constructing companies / EPC projects in Infrastructure sectors both in India and overseas. Thus in the coming financial year your Company plans to enter into new geographies, new products and new sectors. DIVIDEND In order to conserve resources, your Directors intent to plough back the profits into business and thus do not recommend any dividend for the year ended 31st March 2015. DEPOSITS The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014. DIRECTORS During the year under review Mrs. Sajeda H. Mewawala was appointed as an additional director and the said appointment will be put for confirmation at the forth coming Annual General Meeting. Mr. Hasanain Mewawala retires by rotation and being eligible offer himself for reappointment. Except for these, there are no other changes in the Directors of the Company. DECLARATION BY AN INDEPENDENT DIRECTOR(S) All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration committees. PERFORMANCE EVALUATION OF INDEPEDNET DIRETORS BY EXECUTIVE DIRECTORS The performance evaluations of Independent Directors were also carried out and the same was noted. BOARD MEETINGS Pursuant to Section 134(3)(b), details of Board meeting held in the year is reflected in the Corporate Governance Report. During the year Seven (7) Board Meetings and four (4) Audit Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 and Clause 49 was held on 13.02.2015. TRAINING OF INDEPENDENT DIRECTORS Your company's Independent Directors are associated with the Company since quite a long time, hence they all understand Company's business and activities very well. However, pursuant to the provisions of Clause 49 of the Listing agreement, the Board did brief to all the Independent Director about the Company's business activities, manufacturing process, quality standards maintained, certifications obtained, Internal controls including financial controls, meetings with the senior management of the Company and the latest changes in the laws. REMUNERATION POLICY Expo Gas Containers Limited The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. AUDITORS STATUTORY AUDITOR M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment, if made, will be in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013. INTERNAL AUDITOR As required under the new Companies Act, 2013 , the Company has appointed an Internal Auditor. SECRETARIAL AUDITOR Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed ND & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A." RISK MANAGEMENT POLICY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation. The internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is in place and the Company has uploaded the same on its website. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings / outgo is given hereto and forms a part of this report. Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is Not Applicable, as there is no technology absorption, adaptation and innovation made by your Company in the goods manufactured. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. DIRECTORS' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT 2013 The Directors state that: - a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures; b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit for the year ended on that date; c) The proper and sufficient care has been taken 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) The annual accounts have been prepared on a going concern basis. e) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively. 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. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliances forms an integral part of this Report. DISCLOSURE REQUIREMENTS As per Clause 49 of the listing agreement entered into with the stock exchange, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, and forms an integral part of this report. As per Clause 55 of the listing agreement entered into with stock exchange, a business responsibility report is attached and forms an integral part of this annual report HUMAN RESOURCES AND INDUSTRIAL RELATIONS Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. Quality/ Safety Certifications Your Company has obtained the prestigious OSHAS certification. Your Company is also ISO 9001 certified by Bureau Veritas and approved holder of "U" stamp from ASME U.S.A., R Stamp & NB Stamp. ACKNOWLEDGEMENT Your Directors express their gratitude for the continued support of Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company's employees. For and on behalf of the Board For Expo Gas Containers Limited Sd/- (S. S. Mewawala) Chairman & Managing Director Place : Mumbai Dated: 14.08.2015 |