DIRECTORS' REPORT To The Members, Your Directors are pleased to present their 26th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2015. OPERATION During the year under review, the performance of the Company has been satisfactory despite adverse market conditions. However, your Company continued to enjoy market reputation and sustained its growth. The Company's sales was increased by 4.21% over the previous year's sales. The Company also continued to explore overseas market opportunities and received good response. The exports amounted to Rs. 1,30,34,892/- i.e. increase of 30% over the previous year's exports. There was heavy fluctuation in foreign exchange rates with a gain of Rs. 59,600/-. The raw material prices, fuel charges and other overheads continued to increase. However, the Company has sustained its earnings of Rs. 2,68,71,559/-i.e. increase of about 22.29% over the previous year's profit. The Company has undertaken capacity expansion project with modernization, upgradation, installation of high tech machineries and supporting systems for total outlay of about Rs. 12.50 Crores, in view of the prospective markets. This project is under implementation and is expected to be completed by September, 2016. DIVIDEND Your Directors are pleased to recommend dividend at 9% (i.e. Re.0.90 per share) out of the current profits and balance out of the surplus in the profit and loss Account, subject to approval of the members in their ensuing Annual General Meeting. The final dividend, if declared, will absorb an outflow of Rs. 35,62,830/- towards dividend amount and Rs. 7,12,360/- towards dividend distribution tax. The requisite provision for dividend has been made in the accounts for the year ended 31st March, 2015. FINANCE The Company continued to avail financial assistance to finance its present and expansion on hand. PUBLIC DEPOSITS The Company has not accepted any deposit within the meaning of the provisions of Section 2(31) and 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There is no deposit outstanding as on the commencement of the said Act. INSURANCE All the assets of the Company including buildings, plant and machineries and stocks are adequately insured. DIRECTORATE/KMPs Shri Dinesh A Bilgi (DIN:00096099) has been appointed as Managing Director cum Chief Financial Officer, Shri Neel D Bilgi (DIN:00096180) and Shri Chirag D Bilgi (DIN:02094970) have been appointed as Managing Directors and Shri Pragnesh K Shah (DIN:00228223) has been appointed as Whole Time Director of the Company. Shri Vasant R Shah (DIN:00371634) and Shri Pragnesh K Shah (DIN:00228223) are due to retire by rotation as Directors at the ensuing Annual General Meeting and are eligible for re-appointments. They have also offered themselves for re-appointments. Smt Kairavi Neel Bilgi, Company Secretary of the Company having Membership No. A21519 has resigned with effect from 19th May, 2015. INDEPENDENT DIRECTORS As per the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have confirmed and declared that they are not disqualified to act as independent directors and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors. One separate meeting of the Independent Directors was held on 23.12.2014. BOARD EVALUATION Pursuant to the provisions of Section 134 of the Companies Act, 2013, a structured questionnaire was prepared after taking into account various aspects like- company performance, contribution of individual directors, composition of Board and committees, performance of duties, culture, obligations, risk management etc. for evaluation process. The Board noted that all directors have understood the opportunities and risks to the Company's strategy with good balance between the core values of the Company and the interest of the stakeholders. The Board also evaluated performance of the various committees and concluded with satisfaction. The Board expressed their satisfaction for the above evaluation process. PARTICULARS OF EMPLOYEES There was no employee covered under the purview of Section 134(3)(q) of the Companies Act, 2013 read with the Companies (Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, except Managerial Personnel. Information required under the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given by way of an Annexure to this Report. CHANGES IN NATURE OF BUSINESS There is no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby state that: i) in the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) the directors have selected such accounting policies and applied them 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 at the 31st March, 2015 and of the profits of the Company for the year ended on that date; iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the directors have prepared the annual accounts on a going concern basis. v) the directors had laid down internal controls to be followed and such internal controls are adequate and were operating effectively. vi) 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. ORDERS BY REGULATORS, COURTS OR TRIBUNALS No significant and/or material orders were passed by any Regulator, Court or Tribunal impacting the going concern status and the Company's operations in future. COMPANY'S POLICIES Code of Conduct All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the code of conduct applicable to the Directors and employees of the Company. The Directors have confirmed compliance with the provisions of Section 164 of the Companies Act, 2013. Other Policies Company's Policy on Remuneration, Whistle Blower, Risk Management, Corporate Social Responsibility (CSR) are finalized in accordance with applicable laws. The Company has voluntarily donated Rs. 1,00,000/- to Hare Krishna Movement, Ahmedabad (Charitable Trust) and Rs. 30,000/ - for miscellaneous charitable activities. BOARD MEETINGS The details regarding Board Meetings are given in the Report on Corporate Governance forming part of this Report. INTERNAL FINANCIAL CONTROLS The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. EXTRACT OF ANNUAL RETURN As required under the provisions of Section 92 (3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 is given by way of an Annexure forming part of this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION The Company has been taking steps for optimum utilisation of power and fuel. The information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is given by way of Annexure forming part of this Report. MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE The Company focuses on good Corporate Governance. The Company has implemented a combination of mandatory & voluntary conditions of Clause 49 of the Listing Agreement of the BSE Ltd, Mumbai pertaining to Corporate Governance. A detailed note on Corporate Governance and Auditor's Certificate confirming compliance of the Corporate Governance requirements by the Company are given by way of an annexure forming part of this Report. RELATED PARTY TRANSACTIONS All the transactions entered with related party during the year under review were on arm's length basis and in the ordinary course of business. Hence these transactions were outside the purview of the provisions of Section 188 of the Companies Act, 2013. However, details of such transactions i.e. purchases, lease, services, etc. are given in the Notes to the Financial Statements for the year ended on 31st March, 2015. LOANS, GUARANTEES AND INVESTMENT The Company has not granted any inter-corporate loan, given guarantee or provided any security for availing loan by other Company. However, the Company has made investments in other Companies aggregating to Rs. 2,60,600/- as per the Note No.10 to the Financial Statement for the year ended on 31st March, 2015. ENVIRONMENT AND SAFETY The Company is conscious of importance of clean and safe mode of operations. Further, as required under the provisions of Sexual Harassment (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace. There is no such complaint lodged during the year. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, a Secretarial Audit Report is given by way of an annexure forming part of this Report. AUDITORS M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as the Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have indicated their willingness to act as Auditors, if appointed. The Company has obtained written consent and certificate as required under the provisions of Section 139 of the Companies Act, 2013. You are requested to consider their re-appointment. The Auditors observations read with the notes to the Accounts are self-explanatory. ACKNOWLEDGEMENTS The Board of Directors of the Company appreciates the continuous & comprehensive support and cooperation by the Company's bankers, shareholders, customers, suppliers and other business associates. Your Directors place on record their deep appreciation for contribution and devoted services of the employees at all levels. For and on behalf of the Board Dinesh A Bilgi Mg Director/CFO DIN:00096099 Regd Office: 612, GIDC Estate Chahtral, Tal : Kalol Dist : Gandhinagar-382 729 Date : 10th August, 2015 |