DIRECTORS' REPORT To The Members, Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of your Company and the Audited Accounts for the year ended 31st March, 2015 OPERATIONAL REVIEW The Company has recorded sales of Rs 3646.75 lacs for the current year 2014-15 as compared to Rs 3582.61 lacs in the previous year 2013-14. The Net Profit for the year under review amounted to Rs 8,62,533 in the current year as compared to Rs 13,21,163 in the previous year. DIVIDEND The Board of Directors does not recommend any dividend for the year. TRANSFER TO RESERVES The Company has not transferred any amount to reserves. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPARTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. SUBSIDIARY COMPANY As on March 31, 2015, the Company does not have any subsidiary. DEPOSITS The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015. CORPORATE SOCIAL RESPONSIBILTY The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement for constitution of Corporate Social Responsibility Committee DIRECTORS 1.Shri Shyam Sunder Mukhija, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Details of the Director seeking re-appointment are provided in the Corporate Governance Report forming part of this report. 2. Statement on Declaration given by Independent Director All Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 213 and Clause 49 of the Listing Agreements. 3. Board Evaluation In Compliance with the Companies Act, 2013 and Clause 49 of Listing Agreement , the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Audit , Nomination & Remuneration Committee and other committees. More details on the same is given in the Corporate Governance Report. AUDITORS M/s O.P. Dad & Co., Chartered Accountants and Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your Directors recommend for their re-appointment. SECRETARIAL AUDIT REPORT The Board of Directors has appointed M/s R K Jain & Associates, Company Secretaries in Whole-Time Practice to conduct Secretarial Audit under the provisions of section 204 of the Companies Act, 2013. The details forming part of Secretarial Audit Report for Financial Year 2014-15 in form MR-3 is enclosed herewith as per Annexure-I. The report does not contain any qualification. The Board of Directors has re-appointed M/s R K Jain & Associates, Company Secretaries in Whole-Time Practice, being eligible, to conduct Secretarial Audit for the Financial Year 2015-16 under the provisions of section 204 of the Companies Act, 2013 CORPORATE GOVERNANCE The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere to the requirements set out in Companies Act, 2013 and the listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance and Management Discussions & Analysis have been incorporated in the Annual Report and forms an integral part of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to sub-section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: (i) in the preparation of Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanation relating to material departures have been given; (ii) they 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 end of the financial year and of the profit or loss of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, (iv) they have prepared the Annual Accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. HUMAN RESOURCE DEVELOPMENT Industrial relations continued to be cordial during the period under review. Your Company firmly believes that a dedicated work force constitutes the primary source of sustainable competitive advantage. Accordingly, human resource development received focused attention. Your Directors wish to place on record their appreciation for the dedicated services rendered by the work force during the year under review. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - II and forms integral part of this Report. OTHER DISCLOSURES UNDER COMPANIES ACT, 2013 i) Number of Board Meetings : The Board of Directors met Nine (9) times in the year 2014-15. The details of the Board Meeting and the attendance of the Directors are provided in the Corporate Governance Report. ii) Composition of Audit Committee : The Board constituted the Audit Committee which comprises of Sh.Manish Mandhana, Chairman, Shri Anil Laddha, Shri Anil Dasot & Sh. Shyam Sunder Mukhijaas members. All the recommendations of Audit Committee have been accepted by the Board. More details on the committee are given in the Corporate Governance Report. iii) Related Party Transactions : All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement. There is no materially significant related party transaction with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under the section 188 of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties are Nil and Form AOC-2 is enclosed as Annexure - III iv) Loans Guarantees or Investments: The Company has not given any Loan, Guarantee and also not made any Investments under the section 186 of the Companies Act, 2013. v) Vigil Mechanism/Whistle Blower Policy: In pursuance of section 177 (9) of the Companies Act, 2013 and the listing agreement, the Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concern. More details pertaining to the same are given in the Corporate Governance Report. vi) Nomination, Remuneration & Evaluation Policy : In pursuant to provisions of section 178 of the Companies Act, 2013 and Listing Agreement, the Board of Directors approved Nomination, Remuneration & Evaluation Policy for appointment, remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. The details of the Nomination and Remuneration committee, Nomination, Remuneration & Evaluation Policy and Annual Evaluation carried out by the Board of Directors are given in the Corporate Governance Report. vii) Particulars of Employees & Analysis of Remuneration: Particulars of employees and analysis of remuneration as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - IV. Director State that during the year review, there were no cases filed pursuant to Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. viii) Extract of Annual Return : The details forming part of the extract of the Annual Return is enclosed as Annexure- V ACKNOWLEDGEMENTS Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments of Central & State Governments and Banks during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates, vendors of the Company. For and on Behalf of the Board of Directors Sd/- (RAJEEV MUKHIJA) Managing Director DIN No. 00507367 Sd/- (SHYAM SUNDER MUKHIJA) Director DIN:01552629 Place: Jaipur Date: 27 th May, 2015 |