| Dear Members,
The Directors have pleasure in presenting the 23nd Annual Report and
Audited Accounts for the year ended on 31st March, 2015.
I. FINANCIAL PERFORMANCE:
(Rs. in Lakhs) (Rs. In Lakhs)
2014-15 2013-14
Turn Over & Other Income 6527.12 5558.90
Profit before Interest & Depreciation 454.05 369.71
Interest & Finance Charges 208.72 191.04
Cash Profit 245.33 178.68
Depreciation 100.30 99.59
Profit for the year before Tax 145.03 79.09
Deferred Tax Charges 0.27 (2.57)
MAT 46.35 24.17
Tax adjustment for earlier years - 0.12
Profit after Tax for the year 98.41 57.37
Add: Surplus Opening 368.51 311.14
Less : Depreciation on a/c of adoption of
Schedule II of the Companies Act, 2013 (2.83 ) -
Amount available for appropriation 464.09 368.51
Dividend Re.0.10 per share of face value
Re.1/- 50 00 -
Tax on Dividend 10.18 -
Transfer to General Reserve 5.00 -
Surplus to be carried Over 398.91 368.51
DIVIDEND:
Your Directors are pleased to recommend Dividend @10% ( Re.0.10 per
share of Face Value of Re. 1/-) on the Paid up Share Capital of the
Company for the year ended on 31st March, 2015.
OPERATIONS:
During the year under review turnover and other income of the Company
was Rs. 6527.12 lacs as compared to Rs. 5558.90 lacs during the
previous year showing an increase of 17.29% . However, in view of
continued disturbances in Bangladesh the exports during the year under
review gone down to Rs.434.81 lacs as compared to Rs. 1126.60 lacs
during the previous year. Profit margins during the year under review
have also shown improvement. The Net Profit for the year under review
was Rs. 145 lacs as compared to Rs. 79 lacs during the previous year.
The Company's products are well accepted in the local and international
market and accordingly, getting good response from the existing and new
customers. Your Director's are optimistic towards improvement in the
Sales Turnover and the Profitability in the years ahead.
Your directors are taking steps to further improve the turnover
including the export turnover and the profit margins by modernization
of plant through technological up gradation i.e. by replacing of old
machineries with the latest machineries and enhancing production
capacities where ever required. This will reduce costs and improve the
quality of products to be more competitive in the international market.
FINANCE:
Jammu & Kashmir Bank Limited sanctioned Term Loan of Rs. 100 lacs
towards purchase of Machines under TUFS. Out of which the Company could
avail Term Loan of Rs. 55 lacs only as the sanction was conveyed in the
last quarter of the year under review. Remaining Term Loan amount of
Rs. 45 lacs shall be availed in the ensuing Financial Year 2015-16.
In view of increase in the Turnover during the year under review and
the expected increase in the Turnover in the years ahead, more capital
expenditure towards purchase of machineries and additional working
capital would be required. Appropriate steps are being taken for
timely arrangement of funds.
II. MANAGEMENT DISCUSSIONS AND ANALYSIS:
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
III. DISCLOSURE UNDER THE COMPANIES ACT, 2013 :
1. EXTRACT OF ANNUAL RETURN U/S 92(3) :
The details forming part of the extract of the Annual Return in Form
MGT-9 is enclosed as Annexure-"A"
2. NUMBER OF BOARD MEETINGS :
The Board of Directors met 6(Six) times in the Financial Year ended
31st March, 2015. The details of the Board Meeting and the attendance
of the Directors is provided in the Corporate Governance Report.
3. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 in respect of Director's Responsibility Statement, your Directors
state that:
a) That in the preparation of the Annual Accounts for the Financial
Year ended on 31st March, 2015, the applicable accounting standards
have been followed along with proper explanation relating to material
departures, if any.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
responsible 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.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act of safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual Accounts for the year
ended on 31st March, 2015 on going concern basis.
e) Proper internal financial controls were laid down and such internal
financial controls were adequate and were operating effectively; and
f) Proper system to ensure compliance with the provisions of all
applicable laws were in place and such systems were adequate and
operating effectively.
4. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECION
149(7) :
The Independent Directors have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of independence as
provided in Sub Section (6) of Section 149 of the Companies Act, 2013
and clause 49 of the Listing Agreement.
5. NOMINATION AND REMUNERATION POLICY :
The Board has, on the recommendations of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
KMPs and Senior Management Personnel and their remuneration. The Policy
is stated in the Corporate Governance Report.
6. EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT
REPORT :
There are no qualifications, reservations or adverse remarks or
disclaimer made by the Statutory Auditors in their Audit Report or by
the Practicing Company Secretary in the Secretarial Audit Report.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Particulars of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 form part of the notes to the financial
statement provided in this Annual Report. These loans / guarantees are
primarily granted for the furtherance of business of the Company.
8. RELATED PARTY TRANSACTIONS :
All contracts or arrangements entered into by the Company with Related
Parties have been done at arm's length and are in the ordinary course
of business. Pursuant to Section 134 of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars
of such transactions are provided in Form AOC-2 which is annexed
herewith as Annexure-"B" to this report.
9. STATE OF COMPANY'S AFFAIRS :
Discussion on state of Company's affairs has been covered as part of
the Management Discussions and Analysis.
10. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES :
Particulars of the amounts proposed to be carried to reserves have been
covered as part of the financial performance of the Company.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL
POSITION OF THE COMPANY:
There are no adverse material changes or commitments occurring after
31st March, 2015 which may affect the financial position of the Company
or may require disclosure.
12. CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNING AND
OUT GO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rule, 2014 are annexed herewith
as Annexure-"C" to this report.
13. RISK MANAGEMENT POLICY:
The Company has laid down well defined risk management mechanism
covering the risk exposure, potential impact and risk mitigation
process. The Board periodically reviews the risk and suggests steps to
be taken to control and mitigate the same through a properly defined
frame work.
14. CORPORATE SOCIAL RESPONSIBILITY :
The provisions of Section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility are not applicable to the Company.
15. ANNUAL EVALUATION:
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board and that of its
Committees and individual directors was carried out during the year
under review. The Directors expressed their satisfaction with the
evaluation process.
16. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of
business of the Company.
17. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY
MANAGEMENT
PERSONNEL;
Shri. R.N.Maheshwari, Executive Director of the Company retires by
rotation at the forthcoming Annual General Meeting and being eligible,
offers himself for reappointment.
At the 22nd Annual General Meeting of the Company held on 29th
September, 2014, the Company had appointed Mr. Satya Narayan
Maheshwari, Mr. Padam Chand Gupta and Mr. Mohan Prasad Rungta as
Independent Directors under the provisions of Section 149 and all other
applicable provisions of the Companies Act, 2013 for 5 consecutive
years for a term up to the conclusion of the 27th Annual General
Meeting and will not be liable to retire by rotation during their term
of 5 years.
Ms. Swati Maheshwari, who was appointed as Additional Director by the
Board of Directors in its meeting held on 31st March, 2015 resigned
from the Directorship of the Company on 29th May, 2015.
Mrs. Anubha Aggarwal has been inducted as Additional Independent Woman
Director by the Board in its meeting held on 29th May, 2015 to hold
office up to the forth coming Annual General Meeting. Her appointment
requires Shareholder's approval. A notice has been received from a
member under section 160 of the Companies Act, 2013 signifying his
intention to move the resolution for the appointment of Mrs. Anubha
Aggarwal as an Independent Woman Director of the Company for 5
consecutive years for a term up to the conclusion of the 28thAnnual
General Meeting and will not be liable to retire by rotation during her
term of 5 years.
Key Managerial Personnel (KMP) appointed during the F.Y. 2014-15:
Ms. Sneha Gera, Company Secretary.
Key Managerial Personnel (KMP) resigned during the F.Y. 2014-15:
Mr. Siddharth Agarwal, Company Secretary.
18. NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR :
The company did not have any subsidiaries or joint ventures and there
was no change in the associate company during the year.
19. DEPOSITS :
The company has not accepted deposits under Chapter V of the Companies
Act, 2013.
20. SIGNIFICANT AND MATERIAL ORDERS :
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
21. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to the financial statement. During the year, such controls
were tested and no reportable material weaknesses in the design or
operation were observed.
22. VIGIL MECHANISM:
- In pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and Employees to
Report genuine concerns has been established. In order to ensure that
the activities of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behavior, the Company
has adopted a Vigil Mechanism Policy. This Policy is explained in
Corporate Governance Report.
23. LISTING:
The shares of your Company are listed at the BSE, DSE, JSE & ASE. The
applicable annual listing fees for the year 2015-16 have been paid to
the stock exchanges before the due date.
24. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:
(i) the ratio of the remuneration of each di- rector to the median
remuneration of the em- ployees of the company for the financial year;
Mr. N.P Jhanwar, Mg. Director 7.65
Mr. R.N. Maheshwari, Ex. Director 7.65
. (ii) the percentage increase in remunera- tion of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year;
Mr. Aditya Maheshwari, CFO 17.65
(iii) the percentage increase in the median remuneration of employees
in the financial year; 12.57%
(iv) the number of permanent employees on the rolls of company; 142
(v) the explanation on the relationship be- tween average increase in
remuneration and company performance;
The increase in remuneration is not solely based on Company perfor-
mance but also includes various factors like individual Key Performance
Indicators, Industry trends, economic situation, future growth
prospects etc. The Board believes that the increase is in line with
industry.
(vi) comparison of the remuneration of the Key Managerial Personnel
against the per- formance of the company;
The remuneration paid to all Key Management Personnel was in ac-
cordance with remuneration Policy adopted by the Company.
(vii) variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quota- tions of the shares of the company in com- parison to the
rate at which the company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the company as at the close of the current
financial year and previous financial year;
31/03/2015 31/03/2014
Market Capitalisation Rs.lacs 1685 550
P.E.Ratio 16.85 10
Vide resolution passed in the Annual General Meeting held on
22/08/2002, the share capital of the company is 5,00,00,000 (Five
Crores) Equity Shares of Rs. 1/-each. In comparison, the market price
increase as at 31st March, 2015 is 337 percent.
(viii) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
Average percentile increase in salaries of Managerial Personnel: 5.88
Average percentile increase in salaries of Non Managerial Personnel:
10.10
The increase in remuneration is not solely based on Company perfor-
mance but also includes various factors like individual Key Performance
Indicators, Industry trends, economic situation, future growth
prospects etc. The Board believes that the increase is in line with
industry.
(ix) comparison of the each remuneration of the Key Managerial
Personnel against the performance of the company
The individual remuneration of the Key Managerial Personnel is not
directly comparable against the performance of the Company. As stated
in (viii above), The salary increases are a function of various factors
like individual performance vis-a-vis individual Key Performance
Indicators, Industry trends, economic situation, future growth
prospects etc. besides Company performance. There are no exceptional
circumstances for increase in the managerial remuneration.
(x) the key parameters for any variable component of remuneration
availed by the directors; N.A.
(xi) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year;
There are no such cases.
(xii) Affirmation that the remuneration is as per the remuneration
policy of the company.
The remuneration paid to the Directors is as per the Remuneration
policy of the Company.
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of the Compa- nies (Appointment
and Remuneration of Management Personnel) Rules, 2014 are
a) Employed throughout the year: Nil
b) Employed for part of the year : Nil
Note: Median is computed on the-basis of permanent employees on the
rolls of the Company.
IV. COMPOSITION OF AUDIT COMMITTEE ;
The composition of the Audit Committee has been mentioned in the
Corporate Governance Report annexed to this report.
V. AUDITORS :
1. Statutory Auditors:
At the 22nd Annual General Meeting of the Company held on 29th
September, 2014, the Company had appointed M/s Doogar & Associates,
Chartered Accountants, Auditors of the Company to hold office until the
conclusion of Twenty fifth Annual General Meeting as per the provisions
of Section 139 of the Companies Act, 2013. Certificate from the
Auditors have been received to the effect that their reappointment, if
made, would be within the prescribed limit under Section 141(3)(g) of
The Companies Act, 2013.The observation in the Auditor's Report are
dealt within the notes to account at appropriate places and being
self-explanatory need no other explanations.
2. Secretarial Audit:
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 M/s N.G. &
Associates, the practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as Annexure-"D".
VI. CORPORATE GOVERNANCE:
A report on the Corporate Governance code along with Auditor's
Certificate regarding Compliance of the conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement is
annexed to this report.
VII. APPRECIATION
Your Directors would like to express their gratitude for the assistance
and co-operation received from the the Bank, Financial Institutions and
Government Agencies during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for the
devoted services of executives, staff and workers of the Company.
For and on Behalf of the Board of Directors
N.P.Jhanwar R.N.Maheshwari
Place: Faridabad Managing Director ExecutiveDirector
Date: 29.05.2015 DIN 00401788 DIN 00401993
| 