| Dear Members,
The Board of Directors have pleasure in presenting the 23ndAnnual
Report together with the Audited Accounts of the Company for the year
ended, 31st March, 2015. The working of the company during the year
under review has been highlighted below:
1. FINANCIAL RESULT
(Amount Rs.)
Current Year
31.03.2015
Gross Sales & Other Income 95,65,41,955
-before Interest,
Depreciation & Tax
Interest & Finance Charges 7,82,34,441
Operating Profit 2,87,46,159
Depreciation 3,82,50,774
Less : Depreciation for earlier
years written back & Dep. on
revalued Assets 11,82,511 3,70,68,263
Net of Adjustments:
Depreciation on revalued Assets 11,82,511
Less: Amount Transferred from
capital reserve 11,82,511
NET PROFIT BEFORE TAX 1,24,20,019
Current Year
31.03.2014
Gross Sales & Other Income 92,79,32,283
-before Interest,
Depreciation & Tax
Interest & Finance Charges 7,47,89,832
Operating Profit 2,81,09,408
Depreciation 3,65,20,815
Less : Depreciation for earlier
years written back & Dep. on
revalued Assets 13,87,410 3,51,33,405
Net of Adjustments:
Depreciation on revalued Assets 13,87,410
Less: Amount Transferred from
capital reserve 13,87,410
NET PROFIT BEFORE TAX 1,15,47,019
The Company has not transferred any amount to the reserves during the
current year except the surplus in the Statement of Profit & Loss for
the year ended on 31.03.2015, which has been carried over in the
Balance Sheet. Gross Sales and Other Income for the year was Rs.95.65
crores as against Rs. 92.79 crores in the previous year.
Corporate Overview
During the year the production was 24,188.600 M.T. as compared to
24,012.560 M.T. in the previous year .Gross Sales has increased from
92.79 crores to Rs. 95.651 crores. Net Profit before tax of the Company
has increased from Rs.115.47 Lacs to 124.20 Lacs. The Performance of
the Company was better than the last year. The situation of the global
market has improved which shows in the improvement of the performance
of your Company.
Share Capital
Authorized Share Capital of the Company is Rs. 17,50,00,000/- divided
into 17500000 Equity Shares of Rs.10/- each and Issued, Subscribed and
Paid-up Capital of the Company is Rs.14,00,00,000/- divided into
14000000 Equity Shares of Rs. 10/- each. There was no change in the
Share Capital during the year.
Dividend
The Directors do not recommend any dividend for the year under review.
Deposits
During the year, the Company has not accepted any deposits from the
public falling within the purview of section 73 of the Act, read with
the (Companies Acceptance of Deposits) Rules, 2014.
Particulars of loans, guarantees or investments
Loans, guarantees and investments covered under Section186 of the
Companies Act, 2013 forms part of the notes to the financial statements
provided in this Annual Report.
Transfer to General Reserve
The Company have not transferred any amount to the reserves during the
current year except the surplus in the statement of profit and loss for
the year ended on 31.03.2015, which has been carried over in the
Balance Sheet.
Subsidiaries, Associate Companies '
There are no subsidiaries or associate company so there is no
requirement of statement in FORM AOC-1 ,under section 129(3)
rule 5 of the Companies (Accounts) Rules, 2014
Particulars of contracts or arrangements made with related parties
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 in the prescribed Form
AOC-2 is appended as Annexure-B to the Boards report
Material changes and commitments affecting the financial position
between the end of the financial year and date of report
There have been no material changes and commitments affecting the
financial position between the end of the financial year and date of
the report.
Nomination and Remuneration Policy
As Company is covered under sub-section (1) of section 178, companies
policy on directors appointment and remuneration including criteria for
dertermining qualifications, positive attributes, independence is
formulated and annexed as "Annexure F".
Directors
Mrs Anju Jain retires from office by rotation and being eligible offers
herself for re-appointment and was re-appointed in the annual general
meeting held on 30.09.2014 During the year Independent directors Mr.
Rakesh Kansal, Mr. Devendra Shankar Vishnoi and Mrs. Rashmi Kansal
retired by rotation at the annual general meeting held on 30.09.2014.
Mr. Rachit Jain and Mr. Sanjeev Kumar Jain were appointed as
Independent directors on the Board for five years by the shareholders
in the annual general meeting held on 30.09.2014 in place of the
retiring directors.
Mrs. Shubhi Jain retires at the ensuing annual general meeting and
being eligible offer herself for re-appointment.
Mr. Sushil Kumar Tyagi retires by rotation at the ensuing annual
general meeting and being eligible offers himself for re-appointment as
Independent Director for 5 years.
Mr. Arvind Kumar Dixit was appointed as Chief Financial Officer by the
Board of Directors with effect from 21.06.2014 The Company has received
declarations from the independent directors of the Company confirming
that they meet with the criteria of independence as prescribed both
under section 149(7) of the Companies Act, 2013 and under clause 49 of
the Listing Agreement with the Stock Exchange.
Extract of Annual Return
The extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure-C.
Number of Meetings of the Board
The Board met 6 times during the financial year, the details of which
are given in the corporate governance report that forms part of this
Annual Report.
Declaration by Independent Director
The Company have received necessary declaration from each independent
director under section 149(7) of the Companies Act, 2013
Director's responsibility statement as required under Section 134(3)(c
) of the Companies Act,2013
Pursuant to the requirement under section 134(3)(c ) of the Companies
Act,2013 with respect to directors responsibility statement, it is
hereby confirmed that:
* In preparation of the annual accounts for the financial year ended
March 31,2015, the applicable accounting standards have been followed.
* The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 and loss of
the Company for the period.
* The directors have taken proper and sufficient care towards 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.
* The directors have prepared the annual accounts on- going concern
basis.
* The directors have laid down internal financial controls, which are
adequate and are operating effectively.
The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
Internal Financial Control System
Companies Internal Financial Control System is designed to help and
ensure the effectiveness and efficiency of operations, proper financial
reporting and compliance of laws and regulations. Internal Auditor is
appointed who along with the audit committee formulates the system and
ensures the effectiveness and adequacy of the system.
Evaluation of Board, Committee and Directors
Pursuant to the Provisions of the Act and Clause 49 of the Listing
Agreement, the Board have carried out the evaluation of its own,
committees and directors. The manner has been detailed in the corporate
governance report.
Auditors
Statutory Auditors Ajay Shreya & Co. (Chartered Accountants) were
appointed as statutory auditor at the annual general meeting held on
30.09.2014 to hold office till the conclusion of the 25th annual
general meeting, the auditors appointment shall be placed for
ratification at every annual general meeting. Accordingly, the
appointment of Ajay Shreya & Co. (Chartered Accountants), is placed for
ratification by the shareholders. In this regard the Company have
received a certificate from the auditors to the effect that if they are
re-appointed, it would be in accordance with the provisions of Section
141, of the Companies Act, 2013. The remarks as contained in the
auditor's report read with Notes forming part of the accounts are
self-explanatory Cost Auditors Mr. Harkesh Tara was appointed as
auditor for conducting audit for the year 2014-2015. But as per the
order and new cost audit rules of the Central Government our Company
does not come under purview of cost audit so cost audit for the year
2014-2015 is not required. So no cost auditor is appointed for
conducting cost audit for the year 2015-2016. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed P. Balodia & Co., Practicing Company Secretaries,
to undertake the secretarial audit of the Company. The Secretarial
Audit Report is annexed herewith as "Annexure H ". There is no adverse
remarks or qualification in the report.
Managerial Remuneration and Particulars of employees
The information required under section 197(12) of the Companies Act,
2013 read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure
F".
The information required under section 197(12) of the Companies Act,
2013 read with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is not applicable to our Company
as there is no employee getting remuneration as prescribed in the rule.
Risk Management
Company has implemented an integrated risk management approach through
which it review and assess significant risks on a regular basis to help
ensure that there is a robust system of risk control and mitigation.
Senior Management periodically reviews this risk management framework
to keep updated and address emerging challenges. Major risk identified
for the Company by the management is price of raw-materials and fuel,
Currency Fluctuation, Compliance, financing. The management is of the
view that none of the above risks may threaten the existence of the
Company as risk mitigation process is put in place to ensure that there
is nil or minimum impact on the Company in case any of these risk
materialize.
Vigil Mechanism
The Company has set up vigil mechanism viz. Whistle Blower Policy to
enable the employee and directors to report genuine concerns and
irregularities, is any in the Company noticed by them. The policy is
annexed as "Annexure E".
Corporate Governance Report and Management Discussion and analysis
In terms of the provisions of Clause 49 of the Listing Agreement,
Corporate Governance Report and the Management's discussion and
analysis is annexed as Annexure-I and Annexure-J.
Conservation of energy, research and development, technology
absorption, foreign exchange earnings and outgo
The particulars as prescribed under Sub-section (3) (m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014 are enclosed as Annexure-A to the Board's Report.
Acknowledgement
Your Directors would like to express their thanks to the financial
institutions and banks for their co-operation and assistance from time
to time. The directors would also like to record appreciation to the
members of staff and workers, who despite of constraints have been
working hard for the company and are maintaining cordial relations.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
SANDEEP JAIN
(CHAIRMAN)
DIN-00458048
PLACE :NEW DELHI
DATED :13/08/2015
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