DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2015. DIVIDENDS: To conserve the resources for future expansion of business your Directors do not recommend any dividend on Equity Shares for the financial year under review. REVIEW OF OPERATIONS: A detailed analysis of the performance for the year has been included in the Management Discussion and Analysis, which forms part of the Annual Report AS AN "ANNEXURE E'' DEPOSITS: The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014. DIRECTORS Mr. Shyam Sunder Toshniwal retires by rotation and being eligible offer himself for reappointment and Mr. Abhijit Periwal appointed as an additional director with effect from 09.02.2015. Except this there are no other changes in the Directors of the Company. 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 Audit, Nomination and Remuneration committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. TRAINING OF INDEPENDENT DIRECTORS: Your Company's Independent Directors are highly qualified and have been associated with corporate and business organizations. They have been associated with your Company since last several years, hence they all understand Company's business and activities very well, however, for the newly appointed non executive Director and for all other non executive Independent director, the Board has shown Company's business activities and were also introduced to Company's staff pursuant to the provisions of Clause 49 of the Listing agreement. DECLARATION BY AN INDEPENDENT DIRECTOR(S) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD MEETINGS Pursuant to Section 134(3) (b), details of Board meeting held in the year is in the Annexure III of this DIRECTOR'S Report. During the year Nine (9) Board Meetings and Four (4) Audit Committee Meetings were conveyed and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 and Clause 49 of the listing agreement was held on 13.02.2015. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. AUDITORS: STATUTORY AUDITOR & AUDIT REPORT The Board of Directors in their meeting held on 29th May, 2014, on the recommendation of the Audit Committee, in accordance with the provisions of Section 139 of the Companies Act, 2013 had appointed M/s S G C O & Co., Chartered Accountants, to act as the Auditors of your Company till the conclusion of the 24th Annual General Meeting. The Board of Directors in their meeting held on 28 May, 2015, on the recommendations of the Audit Committee, in accordance with the provisions of Section 141 of the Companies Act, 2013, recommended M/s S G C O & Co, Chartered Accountants as the Auditors of your Company till the conclusion of the next Annual General Meeting. The Company has received a certificate from the Auditors to the effect that the proposed appointment, if made, will be in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013. The Auditors Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) rules, 2014, the Company has appointed ND & Associates, a firm of Company Secretaries in Practice to undertake the secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A" The Secretarial Auditors Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation. The internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is in the process of posting the same on the website of the Company. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report as an "Annexure C". TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving. As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products. FOREIGN EXCHANGE EARNING AND OUTGO Rs. in Lacs i) CIF Value of Imports :253.52 ii) Expenditure in foreign currency :5.78 iii) Foreign Exchange earned :257.86 PARTICULARS OF EMPLOYEES The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as "Annexure B". EXTRACT OF ANNUAL RETURN Pursuant to Section 134(3)(a) , extract of Annual Return in Form MGT-9 has been annexed to this Annual Report in Annexure "D". RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The particulars of loans, guarantees and investments have been disclosed in the financial statement. SAFETY, HEALTH AND ENVIRONMENT Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact your Company's goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities. Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013 The Directors state that: - a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures; b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit for the year ended on that date; c) The proper and sufficient care has been taken 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; d) The annual accounts have been prepared on a going concern basis. e) The Directors had laid down internal financial controls to be followed by the Company and that such internal controls are adequate and were operating effectively. f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE: The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forms part of this Annual Report. A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report on Corporate Governance. CASH FLOW STATEMENT: The cash flow statement for the year 2014 - 2015 is attached to the Balance Sheet. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. APPRECIATION: Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers viz. Oriental Bank of Commerce. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review. For and on Behalf of the Board (CHAIRMAN) PLACE : MUMBAI DATE : 02.07.2015 |