DIRECTORS' REPORT To the Members, Your Directors have great pleasures in presenting you the Twenty-Fifth Annual Report of the Company together with the Audited Accounts for the year ended on March 31, 2015. DIVIDEND : Your Directors recommend dividend of Rs 0.15 per share (1.5%) of face value of Rs 10 each out of the current year's profit. OPERATIONS : During the year, the company has achieved sales of Rs. 6797.43 lacs as compared to the last year figure of Rs. 6691.56 lacs. The net profit for the year was Rs 34.38 lacs compared to last year of Rs 71.38 lacs. STATUTORY DISCLOSURES : The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made herein after paragraphs. MANAGEMENT DISCUSSION AND ANALYSIS REPORT : The year under review was under several constraints like low realisation and increase in cost of production. In spite of the constraints the profit before depreciation and tax was near last year one but this year higher rate and quantum of depreciation amount the net profit was lower than last year. This will be stream line during current year as company is planning increase export, where margins are more, and also planning Solar Power Plant to reduce fuel cost. The current year performance will be better ahead. DIRECTORS' RESPONSIBILITY STATEMENT : As required under Section 134(3)(c) of the Companies Act, 2013 your Directors' confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. The Directors had 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 as on March 31, 2015 and of the profit of the Company for that period. iii. The Directors 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 fraud and other irregularities. iv. The Annual Accounts have been prepared on a going concern basis. v. Internal financial control have been laid down and followed by the company and that such controls are adequate and are operating effectively. vi. Proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS : The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS : The Company has not given loans or guarantee nor made investments u/s 186 of the Companies Act, 2013. CORPORATE GOVERNANCE : The detailed report on Corporate Governance for the financial year from 1.4.2014 to 31.3.2015 on the line of requirements of Listing Agreement and SEBI appears in the Annexure I to the Directors Report and forms a part of this Annual Report. EXTRACT OF ANNUAL RETURN : An extract of the Annual Return as prescribed under sub-Section (3) of Section 92 of the Companies Act, 2013 in Format MGT-9 is annexed to the Report-Annexure II. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES : The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in below: Non Executive Directors have waived meeting sitting fees or any other receipt. Managing Director, Executive Director, Other Key Managerial personnel and Senior Management will involve a balanced between fixed and incentive pay reflecting short and long term performance objectives appropriate to working of the company and its goals. DIRECTORS : Mrs Chetanaben S Shah (DIN 00237410) and Mr Ankit S Shah (DIN 00237217) , Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment AUDITORS AND AUDIT REPORT : M/s R. R. Mandali & Co. Chartered Accountants, (ICAI Registration No 114223W), the Auditors of the Company were appointed as Auditors of the Company from the conclusion of 24th Annual General Meeting held on 30.09.2014 untill the conclusion of 27th Annual General Meeting to be held in Calander year 2017. The appointment is subject to ratification by the members at each Annual General Meeting. M/s R.R Mandali & Co. are eligible for re-appointment for financial year 2015-16. AUDITORS REPORT : The observations made by the Auditors' in their report are self-explanatory and therefore, do not call for any comments. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information under section 134(3)(m) of the Companies Act, 2013 read ith Rule-8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-III DEPOSITS : The Company has not accepted any deposits coming under the provisions of the Companies Act, 2013 and Rules framed there under. INSURANCE : All the properties of the Company have been adequately insured. ACKNOWLEDGEMENT : Your Directors take this opportunity to express their deep sense of gratitude for the valuable assistance and cooperation extended by the Government Authorities, Bankers, vendors, customers, advisors, the general public and for the valued contribution, efforts and dedication shown by the Company employees, officers, and the executives at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company. For and on behalf of the Board Satish K Shah Chairman & Managing Director Date : 29.05.2015 Place : Mahiyal |