BOARD'S REPORT TO THE MEMBERS, Your Directors have pleasure in presenting the 30th Annual Report together with the Audited financial statements of the Company for the Financial Year ended 31st March 2015. COMPANY'S PERFORMANCE & AFFAIRS Performance highlights of the Company: ¦ Operational revenue of the Company is decreased by 22.79 percent as compared to previous financial year; ¦ Similarly, aggregate expenditure of the Company also decreased by 22.54 percent compared to previous financial yean ¦ PBDIT considerably reduced by 36.34 percent as against the previous financial year; PAT also reduced by 61% against the previous financial year During the FY 2014-15 the Company has performed reasonably wen against ine overall inausmes perrormance. me Company has taken all remedial measures for cost cutting and taken steps to increase better sales realization and the company has taken all steps to improve its sales which will be in the benefit of the company. Company has upgraded its machinery by installing Autoclave Machinery resultant enhancement of production capacity from 50 M.T. to 70 M.T. per month. No Material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company. The Company was exclusively listed on OTC Exchange of India ('the Stock Exchange'), however, pursuant to letter no. 00207LSTG/14-15/0421 of the Stock Exchange dated January 13, 2015 the Company was migrated to Dissemination Board of BSE. According to reference made in the stated letter with respect to Clause 3.2 of SEBI Circular dated 30th May, 2012 "Companies failing to list on other stock exchange, will cease to be a listed company and shall be moved to the Dissemination Board by the existing Stock Exchange" hence virtually status of the company considered as Company ceased to Listed considering the terminology used in the stated letter. DIVIDEND & TRANSFER TO RESERVE During the FY 2013-14, the Board had declared interim Dividend 25% (Rs. 2.50 per equity share). Considering the reduction of sales, profit etc. your Directors have recommended 10% (Re. 1.00 per equity share) as final Dividend for the financial year ended 31st March, 2015 subject to approval of members at forthcoming 30th Annual General Meeting The Company has paid Rs. 5,52,338/- as Dividend distribution Tax on the interim Dividend declared during the FY 2013-14 and made provision of Rs. 2,64,649/- to mitigate taxes on the proposed Divided, if declared, for the financial year ended on 31st March, 2015 During the FY 2014-15, the Company has transferred Rs. 16,00,000/- into General Reserves of the Company. DIRECTORS' RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state that: (i) In the preparation of the Annual Accounts of the Company for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are no material departures for the same; (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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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; and (v) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS & KEY MANAGERIAL PERSONNEL: a) Mr. N. C. Vadgama, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. b) Mr. J. S. Thanki, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. c) Mr. P. S. Thanki, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. d) Your Company has appointed Mr. Ashok Shekhat, as Chief Financial Officer of the Company during the year under review. AUDITORS AND THEIR REPORT: SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. We recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013. The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - I. INTERNAL FINANCIAL CONTROL: The Company has devised proper system of internal financial control, Even, the Board has appointed Mr. J. M. Upadhyay being employee of the Company as an Internal Auditor of the Company pursuant to provisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control. INDUSTRIAL RELATIONS: The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year. CONTRACTS AND ARRANGEMENT WITH RELATED PARITIES: All Contracts / Arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis. During the financial year the company was not entered into Contracts / Arrangements / transactions with related parties except remuneration paid to relatives of Directors. Particulars of related party transactions described in Form AOC-2 are annexed herewith as Annexure - II. RISK MANAGEMENT: Your Company has not set-up separate risk management Committee or policy thereon, however, your Management, from time-to-time, identify, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business. MEETING OF THE BOARD: 6 (Six) meetings of the Board were held during the financial year on 5th April, 2014, 29th May, 2014, 24th June, 2014, 30th July, 2014, 21* October, 2014 and, 29th January, 2015. EXTRACT OF ANNUAL RETURN: Extract of Annual Return of the Company is annexed herewith as Annexure - III CERTIFICATES The Company possessed the following certificates. (1) ISO 9001:2008 , (2) ISO 14001 , (3) BS OHSAS 18001, (4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified (5) IBR Awarded 'Well Known Foundry' OTHER INFORMATION: Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. There is no need to appoint independent Director/s on the Board, hence, need not required to give any statement on declaration received from independent Director/s u/s. 149(6) of the Companies Act, 2013; 2. The Company has not formulated any policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under subsection (3) of section 178; 3. Pursuant to vide letter no. 0020/LSTG/14-15/0421 of the Stock Exchange dated January 13, 2015, your company ceased to Listed, hence, no need to appoint Secretarial Auditor to get secretarial records audited and obtain Secretarial Audit report pursuant to Section 204 of the Companies Act, 2013; 4. Company has not provided Loans, Guarantees or made Investment pursuant to Sec.186 of the Companies Act, 2013; 5. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon; 6. The sub-clause (p) of sub-section (3) of Section 134 is not applicable to Company, hence, no need to address statement on performance evolution of Board and Committees of the Company; 7. The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same; 8. The Company has not accepted deposits covered under Chapter V of the Act; 9. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 10. Since, the Company having paid-up capital less than the threshold provided under Clause 49 of the Listing Agreement, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion and Analysis Report. INSURANCE : All moveable and fixed Assets are adequately insured. HUMAN RESOURCES The high level of motivation of the employees and their identification with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Company's corporate culture based on fairness and learn spirit. APPRECIATION: Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Company's Bankers, Insurance Company, Employees, Customers & Suppliers during the year under review. BY ORDER OF THE BOARD For Creative Castings Ltd (Dhirubhai H. Dand) Chairman DIN : 00416724 DATE : 30/05/2015 PLACE : JUNAGADH |