The Directors have pleasure in presenting the 28lh AnnualReport of your Company together with the Audited Financial Statement for the financialyear ended 3Is* March 2018.
fRs. in lacs except per equity share data!
|Particulars || |
For the Year ended
|31.03.2018 ||31.03.2017 |
|Total Revenue ||5447.90 ||4579.24 |
|Profit / (Loss) before Interest and Depreciation ||785.32 ||713.79 |
|Less: Finance Cost ||109.14 ||126.68 |
|Profit/(Loss) Before Depreciation ||676.18 ||587.11 |
|Less: Depreciation and Amortisation Expense ||118.89 ||137.19 |
|Profit /(Loss) Before Tax ||557.29 ||449.92 |
|Provision for taxation || || |
|Less: Current Tax ||207.33 ||158.00 |
|Less: Short / (Excess) Provision of Income Tax of earlier years ||(9.10) ||(0.59) |
|Less: Deferred Tax Liability / (Assets) ||(T55) ||(5-61) |
|Net Profit /(Loss) After Tax ||360.61 ||298.12 |
|Balance of Surplus brought forward from previous year ||1831.61 ||1543.84 |
|Add/(Less): Other Comprehensive income ||1.30 ||(10.35) |
|SURPLUS CARRIED TO BALANCE SHEET ||2193.52 ||1831.61 |
|GENERAL RESERVE ||16.89 ||16.89 |
|TOTAL RESEREVES & SURPLUS ||2210.41 ||1848.50 |
|Paid up Share Capital ||318.00 ||318.00 |
|Net worth ||2528.41 ||2166.50 |
REVIEW OF OPERATIONS
During the year under review total revenue of your Company hasincreased to Rs. 5447.90 lacs as against Rs. 4579.24 lacs in the previous year and netprofit of the company for the year has increased to Rs. 360.61 lacs as compared to 298.12lacs for the previous year.
As a matter of sound accounting practice and management philosophy;your Directors are of the opinion to make sound economic base for the Company and in orderto conserve the resources; do not recommend any dividend for the year under review.
The paid up Equity Share Capital as on 31st March 2018 was'318.00 Lacs. During the year under review the Company has not issued any shares. TheCompany has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares and does not have any scheme to fund itsemployees to purchase the shares of the Company.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and theCompany has established connectivity with both the depositories i.e. National SecuritiesDepository Limited (NSDI.) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantages offered by the Depository system Members arc requested toavail the facility of dematerialization of shares with either of the Depositories asaforesaid.
AMOUNTS TRANSFER TO RESERVES
During the year under review the Company has not transferred anyamount to General Reserve of the company. The Company earned net profit of Rs. 360.61which has been transferred to surplus in the statement of profit and loss account. Thustotal reserve and surplus stood Rs. 2210.41 lacs at the end of the year.
INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs (MCA) vide its notification in theofficial Gazette dated 16h February 2015 notified the IND AS applicable tocertain class of the companies. IND AS has replaced the existing Indian GAAP prescribedunder section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. The Company adopted Indian Accounting Standards ("Ind AS") witheffect from 01st April 2017 (transition date being 01st April2016). This is the first year of implementation of die Indian Accounting Standards. Thefinancial statements for the year ended on 31st March 2018 have been preparedin accordance with the Indian Accounting Standards (Ind AS). The financial statements forthe year ended on 31st March 2017 have been rccastcd in accordance with Ind ASfor comparative information.
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels. PUBLIC DEPOSITS
During the year under review your company has not accepted or norrenewed any deposits within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.
The Company does not have any subsidiary company during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of executive and non-executive directors includingIndependent directors who have wide and varied experience in different disciplines ofcorporate functioning.
Pursuant to section 152 of the Companies Act 2013 Mr. Navinchandra M.Patel (having DIN: 00016860) Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment. The Directorsrecommend his re-appointment.
In view of SEBI Notification dated 09h May 2018 amendingSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 & introducingnew Sub Regulation 17(A) to be effective from 01st April 2019 which providesthat a listed entity shall not appoint a person or continue the directorship of any personas Non-Executive Director who has attained the age of 75 years unless a special resolutionis passed to that effect. Hence a resolution to this effect has been included in thenotice of AGM in respect of Mr. Vinodrai H. Kansagara who has already exceeded age of 75years before coming into effect of said notification.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the requirement of Section 149(7) of the Companies Act2013 the Independent Directors have submitted their declaration to the Board that theymeet the criteria of independence as stipulated in Section 149(6) of the Companies Act2013.
BOARD AND COMMITTEE MEETINGS
A. Board Meetings
During the year Six(6) meetings of the Board of Directors wereconvened and held on 26th May 2017 11th August 2017 14thSeptember 2017 08th December 201712th January 2018 and 12thFebruary 2018. The intervening gap between two consecutive meetings was not more than onehundred and twenty days. Details of composition of the Board as on 31st March2018 and attendance of the directors at the meeting during the year under review are givenbelow:
|Name of Directors ||Category ||No. of meeting attended during the year |
|Mrs. Jyotsnabcn S. Vachhani (Chairperson) ||NEID ||5 |
|Mr. Vinodrai H. Kansagara ||NED ||4 |
|Mr. Bharatkumar K. Ghodasara ||ED ||5 |
|Mr. Navinchandra M. Patel ||NED ||3 |
|Mr. Rashmikant V. Bhalodia ||NED ||3 |
|Mr. Jitendra V. Shah ||NEID ||3 |
|Mr. Pradip C. Khetani ||NEID ||4 |
|Mr. Shetal D. Gor ||NED ||1 |
|Mr. Tuhina R. Bcra ||NED ||1 |
B. Audit Committee Meetings
During the Financial Year 2017-18 Five (5) meetings of the AuditCommittee were held on 25th May 2017 10h August 2017 13thSeptember 2017 07lh December 2017 and 10th February 2018.Details of composition of the Committee as on 31sl March 2018 and attendanceof the members at the meeting during the year under review are given below:
|Name of Directors ||Designation ||Category ||No. of meeting attended during the year |
|Mrs. Jyotsnaben S. Vachhani ||Chairperson ||NEID ||5 |
|Mr. Jitendra V. Shah ||Member ||NEID ||5 |
|Mr. Pradip C. Khetani ||Member ||NEID ||5 |
C. Stakeholders Relationship Committee
During the Financial Year 2017-18 Four (4) meetings of theStakeholders Relationship Committee were held on 25th May 2017 10thAugust 2017 07h December 2017 and 10th February 2018. Detailsof composition of the Committee as on 31st March 2018 and attendance of themembers at the meeting during the year under review are given below:
|Name of Directors ||Designation ||Category ||No. of meeting attended during the year |
|Mrs. Jyotsnaben S. Vachhani ||Chairperson ||NEID ||4 |
|Mr. Jitendra V. Shah ||Member ||NEID ||4 |
|Mr. Vinodrai H. Kansagara ||Member ||ED ||2 |
|Mr. Bharatkumar K. Ghodasara ||Member ||ED ||3 |
D. Nomination and Remuneration Committee
During the Financial Year 2017-18 two (2) meetings of the Nominationand Remuneration Committee were held on 25th May 2017 and 10thAugust 2017. Details of composition of the Committee as on 31st March 2018and attendance of the members at the meeting during the year under review are given below:
|Name of Directors ||Designation ||Category ||No. of meeting attended during the year |
|Mr. Jitendra V. Shah ||Chairman ||NEID ||2 |
|Mrs. Jyotsnaben S. Vachhani ||Member ||NEID ||2 |
|Mr. Pradip C. Khetani ||Member ||NEID ||2 |
E. Risk Management Committee
There was no requirement to hold Risk Management Committee meetingduring the Financial Year 2017-18. Details of composition of the Risk Management Committeeas on 31st March 2018 are given below:
|Name of Directors ||Designation ||Category |
|Mr. Bharatkumar K. Ghodasara ||Chairman ||ED |
|Mr. Navinbhai M. Patel ||Member ||NED |
|Mr. Rashmikant V. Bhalodia ||Member ||NED |
F. Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company without theattendance of Non-Independent Directors and members of management was held on 17thMarch 2018 as required under the Companies Act 2013 and Regulation 25(3) of theSecurities and Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015. At the Meeting the Independent Directors:
Reviewed the performance of Non-Independent Directors and theBoard as a whole;
Reviewed the performance of the Chairman of the Company takinginto account the views of Executive Director and Non-Executive Directors; and
Assessed the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS
The Board has carried out an Annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.The Board's functioning was evaluated on various aspects including inter alia degree offulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning. Directors were evaluated on aspects such as attendance andcontribution at Board/Committce Meetings and guidance/ support to the management outsideBoard/Committee Meetings. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Non Independent Directors was carried out by the Independent Directorswho also reviewed the performance of the Board as a whole.
Pursuant to the provisions contained in Section 134(3) (c) of theCompanies Act 2013 your Directors confirm that:
a) In preparation of the annual accounts for the financial year ended31st March 2018 the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures if any;
b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that arc reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively;
f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHAN GEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure - V.
PARTICULARS OF EMPLOYEES
The particulars of employees in accordance with the provisions ofSection 197 of the Companies Act 2013 read with Rule 5(1) of die Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended from time to time isannexed herewith as Annexure - 2'.
The particulars of employees falling under the purview of Section 197read with Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are NIL.
STATUTOR Y AUDITORS
M/s. Samir M. Shah & Associates (Firm Reg. No. 122377W) CharteredAccountants were appointed as Statutory Auditors of the company at the 27thAnnual General Meeting to hold office for a period of 5 years viz. from the conclusion of27th AGM of Company up to conclusion of 32nd AGM.
The Auditors' Report for the year ended 31st March 2018 andthe notes forming part of the accounts referred to in the Auditor's Report areself-explanatory and give complete information. The Auditors' Report does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Jignesh Kotadiya & Co. Practising Company Secretaries toundertake the Secretarial Audit of the Company.
Secretarial Audit Report for the year ended 31st March 2018as per Section 204 of Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed herewith as Annexure - 3'. It does notcontain any qualification reservation or adverse remark except for Non-appointment ofCompany Secretary. The Company is seeking eligible candidate to appoint as a CompanySecretary.
EXTRACTS OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT - 9 as per Section 92(3)and 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of Companies (Management andAdministration) Rules 2014 is annexed herewith as Annexure - 4'.
NOMINATION AND REMUNERATION POLICY
The policy of the Company on Nomination and Remuneration of DirectorsKey Managerial Personnel Senior Management Personnel and other employees under Subsection (3) of Section 178 of the Companies Act 2013 is annexed herewith as Annexure -5'.
VIGIL MECHANISM/WHISTLEBLOWER POLICY
The company has established a Vigil Mechanism (Whistle Blower Policy)for Directors and Employees to report about unethical behavior actual or suspected fraud.The mechanism provides for adequate safeguards against victimization of Directors andemployees who avail of the mechanism. In exceptional cases Directors and employees havedirect access to the Chairman of the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an anti sexual harassment policy in line withthe requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Rcdressal) Act 2013. During the year under review no complaints were received by theCompany related to sexual harassment.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION& ANALYSIS REPORT
As per regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 various regulations related to Corporate Governance underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 not applicableto the company for the financial year 2017-18. The Management Discussion and Analysis ismade a part of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BYCOMPANY
During the year under review the company has not given any loans orguarantees or provided security(ies) and has not made any investments covered under theprovisions of section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
During the year the Company did not enter into anycontract/arrangement/transaction with related parties.
RISK MANAGEMENT POLICY
The Board reviews the risks associated with the Company every yearwhile considering the business plan. Considering the size of the Company and itsactivities it is felt that the development and implementation of a risk management policyis not relevant to the Company and in the opinion of the Board there are no risks whichmay threaten the existence of the Company
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not applicable to the company for the financial year 2017-18.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control system to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The internal auditor of thecompany checks and verifies the internal control and monitors them in accordance withpolicy adopted by the company.
LISTINGS OF SHARES
The Equity shares of the Company are presently listed with the BSEi.e. The Bombay Stock Exchange Ltd. The Company has paid annual listing fees for the year2018-19 to BSE.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant/material orders passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsoperations in future.
No material Changes have taken place since the closure of the financialaccounts up to the date of the report which may substantially affect the financialperformance or the statement of the Company.
Your Directors wish to thank all the employees of the Company for theirdedicated service during the year. They would also like to place on record theirappreciation for the continued co-operation and support received by the Company during theyear from Shareholders Investors Dealers Suppliers Customers Corporation Governmentauthorities Bankers and other stakeholders.
| || |
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|Date: 13th August 2018 ||Mr. Bharatkumar K. Ghodasara ||Mr. Vinodrai H. Kansagara |
|Place: Ahmedahad ||[Whole-time Director) ||(Director) |
| ||DIN:00032054 ||DIN:00015696 |