| Dear Members,
The directors present 24thAnnual Report on the operations and
performance together with the Audited Financial Statements for the year
ended on 31st March 2015.
FINANCIAL HIGHLIGHTS In Rs.
Particulars Current Year
31.03.15
Total Turnover and other Receipts 570,856,544
Gross Profit/Loss(Before deducting
any of the following) 36,206,236
A. Interest and Financial charges 14,928,223
B. Depreciation 6,706,639
C. Tax Liability
I. Current Tax 5,189,468
II. Deferred Tax (1,228,995)
Net Profit available for appropriation 10,610,901
Provision for Investment Allowance Reserve Nil
Net Profit.
A. Add : Brought forward from last
year's balance 44,006,924
B. Less: Transferred to General Reserve Nil
Transitional adjustment on
account of depreciation 15,326,452
Dividend NIL
Balance Carried forward 39,291,373
Particulars Previous Year
31.03.14
Total Turnover and other Receipts 580,599,062
Gross Profit/Loss(Before deducting
any of the following) 32,787,437
A. Interest and Financial charges 11,760,269
B. Depreciation 11,034,484
C. Tax Liability
I. Current Tax 5,106,000
II. Deferred Tax (2,215,624)
Net Profit available for appropriation 7,102,308
Provision for Investment Allowance Reserve Nil
Net Profit.
A. Add : Brought forward from last
year's balance 36,904,616
B. Less: Transferred to General Reserve Nil
Transitional adjustment on
account of depreciation Nil
Dividend NIL
Balance Carried forward 44,006,924
COMPANY PERFORMANCE
During the year under review net turnover of the Company has been
decreased from Rs. 580,599,062 to Rs. 570,856,544 as compared to
previous year's turnover. In spite of this, during the year company was
able to increase its net profit as compared to previous year's net
profit from Rs. 7,102,308 to 10,610,901 in the corresponding year.
DIVIDEND
No Dividend was declared for the current financial year due to
conservation of Profits for the financial year 2014-15.
BUSINESS ACTIVITY
The Company is presently engaged in the process of manufacturers,
dealers, traders, exporters, importers, consignors, consignees, agents,
factors, brokers, whole-salers, retailers of all kinds, types, sizes of
laminates whether industrial decorative or otherwise, wood and plywood
with and/or without lamination of any type and kind thereon including
other types of wood such as teak wood, flush door, plywood, figure
wood, fibrous boards, duplex boards, triplex boards, colour boards,
block boards, laminated boards, press boards, gypartition boards,
packing wood and articles/products, furniture made there from whether
for industrial, commercial and domestic purposes/uses.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
MDA, for the year under review, as stipulated under clause 49 of the
Listing Agreement, is presented in a separate section forming part of
this Annual Report.
RELATED PARTIES TRANSACTIONS
During the year under review, the Company has not entered into related
parties transactions for sale/purchase of goods or services. Other
details for inter corporate financial transactions or remuneration and
other benefits paid to directors, their relatives, key managerial
personnel etc. are given in the notes to the accounts vide note no. 26
as per requirements of AS 18.
DIRECTORS
Shri Rishi Tikmani (DIN00638644) will retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment. The Board recommends his reappointment.
Every Independent Director, at the first meeting of the Board in which
he participates as a director and thereafter at the first meeting of
the Board in every financial year, gives a declaration that he meets
the criteria of independence as provided under the Companies Act, 2013.
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 Committees. Performance
evaluation has been carried out as per the Nomination and remuneration
policy.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Act, your Directors state that:
a) in the preparation of the financial statements for the financial
year ended 31stMarch 2015,as far as possible and to the extent, if any,
accounting standards mentioned by the auditors in their report as not
complied with, all other applicable accounting standards have been
followed along with proper explanation relating to material departure;
b) such accounting policies have been selected and applied them
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit of the Company
for the year ended on that date;
c) proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for prevention and
detection of fraud and other irregularities;
d) the annual financial statements are prepared on a going concern
basis; and
e) proper internal financial controls are in place and that such
internal financial controls are adequate and were operating
effectively.
f) proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
The Board of Directors supports to maintain the highest standards of
corporate governance and adhere to the corporate governance
requirements set out by SEBI. The Report on corporate governance as
stipulated under Clause 49 of the Listing Agreement forms part of the
Annual Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of corporate
governance as stipulated under the aforesaid Clause 49 is attached to
the Report on corporate governance.
STATUTORY AUDITORS
The shareholders in their meeting held on 23rd September, 2014 approved
the appointment of M/s. O.P. Bhandari& Co, Chartered Accountants,(Firm
Registration No. 112633W) as Statutory Auditor of the Company to hold
office till the conclusion of the 26th Annual General Meeting subject
to ratification of shareholders in every Annual General Meeting.
Accordingly, a resolution seeking Members' ratification on appointment
of M/s. O.P.Bhandari & Co., Chartered Accountants, as the statutory
Auditors of the Company for the financial year 2015-16 is included at
item No.3 of the Notice convening the Annual General Meeting.
The Board has duly reviewed the Statutory Auditor's Report on the
accounts. The observations and comments, appearing in the Auditor's
Report are self-explanatory and do not call for any further
explanation/clarification by the Board of Directors as provided under
section 134 of the Act.
INTERNAL AUDITORS
The Company has appointed M/s. Biren Shah & Co, Chartered Accountants
to act as an Internal Auditor as per suggestion of auditors and
recommendation of the audit committee in order to strengthen the
internal control system for the Company.
SECREATARIAL AUDITOR
The Company has appointed M/s. KAMLESH M. SHAH & CO. as the secretarial
auditor for the financial year 2014-15. They have given their report in
the prescribed form MR-3 which is annexed to this report as an
"Annexure - 1."
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation
process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it.
The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to
identify, evaluate, monitor and manage both business and non-business
risks.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism and framed whistle blower
policy for directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Company's Code of
Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the
website of the Company.
EXTRACT OF ANNUAL REPORT
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure 2" to this report. PARTICULARS
OF THE EMPLOYEES
Particulars of the employees as required under provisions of Section
197 (12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time
to time, are attached with this report -"Annexure - 3". There was no
employee who was in receipt of remuneration in excess of Rs. 500000 per
month during the year or Rs. 60 Lacs per annum in the aggregate if
employed part of the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is furnished in Annexure to Directors
Report and is attached to this report. - "Annexure -4".
MATERIAL CHANGES / INFORMATION
No material changes have taken place after the closure of the financial
year up to the date of this report which may have substantial effect on
the business and financial of the Company.
No significant and material orders have been passed by any of the
regulators or courts or tribunals impacting the going concern status
and companies operations in future.
LISTING
The equity shares of the company are listed at the Bombay Exchange
Limited and Ahmedabad Stock Exchange Limited. The trading volumes in
the company's shares on the Ahmedabad Stock Exchange Limited are
insignificant / NIL which does not justify the payment of considerable
amounts of listing fees and other expenses which the company is
incurring. Therefore, the company has delisted Company's equity shares
from the Ahmedabad Stock Exchange Limited to save the recurring costs
without affecting the interest of investors of the Company and without
affecting the liquidity of equity shares of the Company. The Equity
Shares of the Company will continue to be listed in the Bombay Stock
Exchange (BSE) which has the connectivity in most of the cities across
the country.
GENERAL DISCLOSURE
Your directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act and Rule 8
of the Companies (Accounts) Rules,2014 to the extent the transactions
took place on those items during the year.
APPRECIATION
Your directors take this opportunity to express their sincere
appreciation to the shareholders, customers, bankers, suppliers,
employees and other business associates for the excellent support and
co-operation extended by them.
BY Order of the Board of Directors
Rajendra Tikmani
Place : Ahmedabad Managing Director
Date :26th May, 2015 (DIN: 00333842)
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