DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2015. 2. OPERATIONS The Company has registered a record performance over previous year, despite challenging macro economic conditions, high inflation, depreciation of the Indian Rupee against the US Dollar and Euro coupled with negative business sentiments prevailing throughout the year and across the Industry. Thanks to the sustained drive and team work of the entire organization, performance remained as top priority on the agenda. This resulted into sales growth and Increase in profitability which should be considered satisfactory. Your Company has maintained the growth this year as well. Our Revenue from operations increased by 1.83 % i.e. from Rs.33.69 crores in previous year to Rs.34.30 crores in current year. Profit before tax decreased by 6 % i.e. from Rs.229.32 lacs in previous year to Rs.215.56 lacs in current year. 3. DIVIDEND The Board of Directors is pleased to recommend the final dividend of f0.80 per share (on the face value of f10 each) for the financial year ended 31st March, 2015. 4. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, and Nomination and Remuneration Committee. A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board, the Non-Independent Directors and the Chairman. 5. RISK MANAGEMENT POLICY The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible. 6. DEPOSITS The Company has not accepted any deposits from the public during the year under review. As on 31st March, 2015, no unclaimed deposits are lying with the Company. 7. STATUTORY AUDITORS M/s. Manish Patel and Company, Chartered Accountants, Mumbai, (Registration No. 126272W), the Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and they are eligible for appointment. They have furnished a certificate to the effect that their appointment, if made, will be in accordance with the provisions of Section 139 (1) and other applicable provisions of the Companies Act, 2013 read with the Companies' (Audit and Auditors) Rules, 2014, to hold office from conclusion of ensuing Annual general meeting until the conclusion of 27th Annual General Meeting of the Company to be held in the financial year 2020. Your Directors recommend their appointment as Statutory Auditors of the Company. 8. EXTRACTOFTHEANNUALRETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A" 9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts) Rules, 2014 the relevant information is given below. Conservation of Energy And Technology Absorption Your Company has installed a wet scrubber on boiler which will reduce the consumption of coal and more importantly protect the environment. This will minimize the carbon particles being released in the atmosphere. A tertiary treatment plant on line to reduce the water pollution load has also been installed. The electrical instruments have been connected on line which has reduced the power consumption. Our Japanese collaborators have guided us on regular basis and there by conserve energy and reduce our waste water load. A sum of Rs.6.50 lacs has been spent during the year to conserve the energy and reduce other operating costs. Foreign Exchange Earnings and Outgo 10. DIRECTORS During the year under review the composition of Board of Directors was reconstituted as per the provision 149 of the Companies Act 2013 and the rules made there under and as per the revised Clause 49 of Listing Agreement. The following changes in the Board took place during the year. A) Changes in Directors and Key Managerial Personnel Dr. Giuseppe Secommandi was appointed as Independent Director in last Annual General Meeting through oversight, however the Board has reappointed him as a Non executive Director other than Independent Director in its meeting held on 8th November 2014. Mr. Sishir Amin retired from the position of Managing Director of the Company with effect from January, 1st, 2015. The Board places on record their appreciation of the valuable advice and guidance given by him while he was a Managing Director. Mr. Amit Patel resigned as Chairman w.e.f. January 1st, 2015 and however continued as a Director. He was appointed as a Managing Director by the Board w.e.f. January 1st, 2015. An ordinary resolution is proposed for appointment of Mr. Amit Patel as Managing Director at this Annual General Meeting. Mr. Sudhir Patel was appointed as a Chairman w.e.f from January, 1st 2015. Mr. Rajiv Gandhi was appointed as an Alternate Director in place of Dr. Giuseppe Secommandi, Non Executive Director w.e.f. 13th February 2015. Mr. Sunil Merchant was appointed as an Alternate Director in place of Mr. Hiroshige Tanaka, Independent Director w.e.f. 13th February 2015. The Board of Directors had appointed Mrs. Maithili Siswawala as Additional Director in the category of Woman Director with effect from 17th March 2015. Her terms of office expire at this Annual General Meeting pursuant to the provision of section 161(1) of Companies Act 2013. An Ordinary Resolution is proposed to appoint her as a Director at this Annual General Meeting Dr. Giuseppe Secommandi, retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. B) Declaration by an Independent Director(s) and re- appointment, if any The Company has received declarations from all Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section (6) of section 149 of the Companies' Act 2013. 11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE During the financial year under review the Board met 6 (Six) times and Audit Committee met 5 (Five) times. 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. 12. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has a vigil mechanism for Directors, employees any other individual or organization to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Law or any other concerns/grievances. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is available on Company's website. 13. NOMINATION AND REMUNERATION COMMITTEE During the financial year under review 4 (four) meeting of the Committee were held. 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. The policy on Nomination & Remuneration is annexed herewith as "Annexure B". 14. SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, (Membership No. FCS 5683, COP No. 4119) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in Form MR - 3 is annexed herewith as "Annexure C" 15. CORPORATE GOVERNANCE The Corporate Governance are set out as separate "Annexure D" together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 16. MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Management Discussion & Analysis Report, which form an integral part of this Report, is annexed herewith as "Annexure E" 17. DIRECTORS' RESPONSIBILITY STATEMENT Your directors make the Directors' Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013 and confirm that— i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The Directors have selected such accounting policies and applied them consistently and 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 of the profit or loss of the Company for the year under review. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 18. PARTICULARS OF EMPLOYEES The information required under Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed herewith as "Annexure F" The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. 19. PERSONNEL Industrial relations at the Company's factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees towards achieving improved productivity and flexibility in operation. 20. ACKNOWLEDGEMENT The Directors wish to place on record their appreciation for the continued support and co-operation by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude. For and on behalf of the Board, AMIT PATEL Managing Director (DIN : 00005232) ADITYA PATEL Jt. Managing Director (DIN : 00005276) Place : Mumbai, date : May 29, 2015 |