DIRECTORS' REPORT Dear Members, Your directors present 24thAnnual Report on the operations and performance together with the Audited Financial Statements for theyear ended on 31st March 2015. COMPANY PERFORMANCE During the year under review net turnover of the Company has been decreased from Rs. 580,599,062 to Rs. 570,856,544 as compared to previous year's turnover. In spite of this, during the year company was able to increase its net profit as compared to previous year's net profit from Rs. 7,102,308 to 10,610,901 in the corresponding year. DIVIDEND No Dividend was declared for the current financial year due to conservation of Profits for the financial year 2014-15. BUSINESS ACTIVITY The Company is presently engaged in the process of manufacturers, dealers, traders, exporters, importers, consignors, consignees, agents, factors, brokers, whole-salers, retailers of all kinds, types, sizes of laminates whether industrial decorative or otherwise, wood and plywood with and/or without lamination of any type and kind thereon including other types of wood such as teak wood, flush door, plywood, figure wood, fibrous boards, duplex boards, triplex boards, colour boards, block boards, laminated boards, press boards, gypartition boards, packing wood and articles/products, furniture made there from whether for industrial, commercial and domestic purposes/uses. MANAGEMENT DISCUSSION AND ANALYSIS (MDA) MDA, for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of this Annual Report. RELATED PARTIES TRANSACTIONS During the year under review, the Company has not entered into related parties transactions for sale/purchase of goods or services. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given in the notes to the accounts vide note no. 26 as per requirements of AS 18. DIRECTORS Shri Rishi Tikmani (DIN00638644) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment. Every Independent Director, at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. 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 Committees. Performance evaluation has been carried out as per the Nomination and remuneration policy. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section 134(3)(c) of the Act, your Directors state that: a) in the preparation of the financial statements for the financial year ended 31stMarch 2015,as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure; b) such accounting policies have been selected and applied them consistently and judgments and estimates made 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 profit of the Company for the year ended on that date; c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities; d) the annual financial statements are prepared on a going concern basis; and e) proper internal financial controls are in place and that such internal financial controls are adequate and were operating effectively. f) proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on corporate governance. STATUTORY AUDITORS The shareholders in their meeting held on 23rd September, 2014 approved the appointment of M/s. O.P. Bhandari& Co, Chartered Accountants,(Firm Registration No. 112633W) as Statutory Auditor of the Company to hold office till the conclusion of the 26th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members' ratification on appointment of M/s. O.P.Bhandari & Co., Chartered Accountants, as the statutory Auditors of the Company for the financial year 2015-16 is included at item No.3 of the Notice convening the Annual General Meeting. The Board has duly reviewed the Statutory Auditor's Report on the accounts. The observations and comments, appearing in the Auditor's Report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under section 134 of the Act. INTERNAL AUDITORS The Company has appointed M/s. Biren Shah & Co, Chartered Accountants to act as an Internal Auditor as per suggestion of auditors and recommendation of the audit committee in order to strengthen the internal control system for the Company. SECREATARIAL AUDITOR The Company has appointed M/s. KAMLESH M. SHAH & CO. as the secretarial auditor for the financial year 2014-15. They have given their report in the prescribed form MR-3 which is annexed to this report as an "Annexure - 1." RISK MANAGEMENT A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established vigil mechanism and framed whistle blower policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the website of the Company. EXTRACT OF ANNUAL REPORT The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 2" to this report. PARTICULARS OF THE EMPLOYEES Particulars of the employees as required under provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are attached with this report -"Annexure - 3". There was no employee who was in receipt of remuneration in excess of Rs..500000 per month during the year or Rs. 60 Lacs per annum in the aggregate if employed part of the year. 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure to Directors Report and is attached to this report. - "Annexure -4". MATERIAL CHANGES / INFORMATION No material changes have taken place after the closure of the financial year up to the date of this report which may have substantial effect on the business and financial of the Company. No significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future. LISTING The equity shares of the company are listed at the Bombay Exchange Limited and Ahmedabad Stock Exchange Limited. The trading volumes in the company's shares on the Ahmedabad Stock Exchange Limited are insignificant / NIL which does not justify the payment of considerable amounts of listing fees and other expenses which the company is incurring. Therefore, the company has delisted Company's equity shares from the Ahmedabad Stock Exchange Limited to save the recurring costs without affecting the interest of investors of the Company and without affecting the liquidity of equity shares of the Company. The Equity Shares of the Company will continue to be listed in the Bombay Stock Exchange (BSE) which has the connectivity in most of the cities across the country. GENERAL DISCLOSURE Your directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules,2014 to the extent the transactions took place on those items during the year. APPRECIATION Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers, employees and other business associates for the excellent support and co-operation extended by them. BY Order of the Board of Directors RajendraTikmani Managing Director (DIN: 00333842) Place : Ahmedabad Date : 26th May, 2015 |