| The Directors have pleasure in presenting the 30th Board's Report of
your Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
FINANCIAL HIGHLIGHTS
2014-15 2013-14
Gross Income 26,80,79,109 29,41,22,481
Profit Before Interest and
Depreciation 82,50,413 1,08,25,880
Finance Charges (41,10,679) (40,79,352)
Depreciation (15,83,139) (33,35,137)
Exceptional items (Dep. Written
back due to change in method) 379,350 -
Net Profit Before Tax 29,35,945 34,11,391
Tax Expenses (20,22,600) (10,06,163)
Net Profit After Tax 9,13,345 24,05,228
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Net revenue from combined operations for the year ended 31st March,
2015 was Rs. 264,811,381/- representing a decrease of 8.20% over the
previous year. Profit before tax for the year was at Rs. 29,35,945/-
representing decrease of 13.94% over the previous year.
CHANGE IN NATURE OF BUSINESS, IF ANY
Your Company continues to operate in same business segment as that of
previous year and there is no change in the nature of the business
DIVIDEND
In order to conserve the resources of the Company, the Board of
directors has not recommended any dividend for current year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of Directors proposed to carry nil amounts to General Reserve
Account and an amount of Rs 9.13 Lacs has been retained in profit &
loss Account.
CHANGES IN SHARE CAPITAL, IF ANY
There is no change in share capital of the Company during the Year.
MATERIAL CHANGES AND COMMITMENTS
Material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year
of the Company and the date of the report, are nil
BOARD AND AUDIT COMMITTEE
During the Financial Year 2014-15, the Company held four meetings of
the Board of Directors as per Section 173 of Companies Act, 2013 and
four meetings of the Audit Committee.
All the recommendations made by the Audit Committee during the year
were accepted by the Board.
The details of the constitution and meetings of the Board and the Audit
Committees held during the year are provided in the Corporate
Governance Report which forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178 (1) of the Companies Act, 2013 the Company has
constituted Nomination And Remuneration Committee, details of which are
given in Corporate Governance report which forms part of annual report.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is annexed as
annexure-1.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates 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 of the profit and loss
of the company for that period;
c) The directors had taken proper and sufficient care for 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;
d) The directors had prepared the annual accounts on a going concern
basis; and
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial 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.
DIRECTORS and KMP
In accordance with the Clause 65 of the Articles of Association of the
Company and pursuant to the provisions of Section 152 of the Companies
Act, 2013, Shri Amritbhai Prajapati (DIN- 00699001) would retire by
rotation at the ensuing AGM and being eligible, offers himself for
reappointment
During the current financial year the following changes have occurred
in the constitution of directors of the company:
Sr.
No. Name Designation Date of appointment
1. Mrs. Chhayaben
Ashwinbhai Shah Non Executive Director 31/03/2015
Mrs. Chhayaben Ashwinbhai Shah holds the position till this AGM. The
Board has issued the notice for her reappointment and recommends her
resolution for the approval of the shareholders at AGM
INDEPENDENT DIRECTORS AND DECLARATION
Mr. Kanubhai S. Patel, Mr. Jayntibhai S Prajapati and Mr. Gordhanbhai
G. Patel have been appointed as the independent director of the company
as per Section 149(10) of the Companies Act, 2013 on 27/09/2014 for a
term of 5 consecutive years on the Board of the Company and it is also
proposed to appoint Ms. Chhayaben A. Shah as Independent Director of
the Company w.e.f. 31st March, 2015 for a term of five consecutive
years on the board of the Company.
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meet the criteria of independence as provided
under section 149(6) of the Companies Act, 2013.
FAMILIARIZATION PROGRAM
Since all independent directors are associated with the company for
more than 5 (Five) years, the company has not conducted familiarization
program for independent director.
AUDITORS AND REPORT THEREON
M/s USS & Associates, Chartered Accountants, Ahmedabad (FRN
122634W)retire at the ensuing Annual General Meeting and, being
eligible; offer themselves for reappointment for a period of four years
from the conclusion of this Annual General Meeting [AGM] till the
conclusion of 34thAGM
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
The Auditors' Report for the financial year ended, 31st March, 2015 is
annexed herewith for your kind perusal.
SECRETARIAL AUDIT REPORT
The Company has appointed M/s. Pinakin Shah & Co., Practicing Company
Secretary, Ahmedabad as Secretarial Auditor to conduct audit under
section 204 of the Companies Act, 2013.
There are qualifications or adverse remarks in the Secretarial Audit
Report which require clarification/ explanation.
Remarks Explanation
Non-compliance of section 203 of the Companies Act, 2013 No Company
Secretary like to join midsize Company.
The Secretarial Audit Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal.
DEPOSITS
The company has not accepted any deposits during the year. Information
relating to deposits, covered under Chapter V of the Act is nil. There
are no deposits which are not in compliance with the requirements of
Chapter V of the Act
LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
RELATED PARTY TRANSACTIONS
The Company has entered into various Related Parties Transactions as
defined under Section 188 of the Companies Act, 2013 with related
parties as defined under Section 2 (76) of the said Act. All related
party transactions that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business and approval of the Board of Directors was obtained wherever
required. Transactions entered with the related parties are attached in
form AOC-2 as Annexure-2.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
A. Conservation of energy:
The company has not made any investment and taken any specific measure
to reduce energy cost per unit. However, it intends to conserve energy
for future generation.
B. Technology absorption:
There is no research and development activity carried out by the
company.
C. Foreign exchange earnings and Outgo
Particulars Current Year Previous year
Earnings 10,10,396 10,32,820
Outgo - -
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The risks are classified
as financial risks, operational risks and market risks. The risks are
taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and
the actions taken to manage them. The Company has formulated a policy
for Risk management with the following objectives:
- Provide an overview of the principles of risk management
- Explain approach adopted by the Company for risk management
- Define the organizational structure for effective risk management
- Develop a "risk" culture that encourages all employees to identify
risks and associated opportunities and to respond to them with
effective actions.
- Identify access and manage existing and new risks in a planned and
coordinated manner with minimum disruption and cost, to protect and
preserve Company's human, physical and financial assets.
INTERNAL CONTROL SYSTEM
The Company has in place, adequate systems of Internal Control to
ensure compliance with policies and procedures. It is being constantly
assessed and strengthened with new / revised standard operating
procedures and tighter Information Technology controls. Internal audits
of the Company are regularly carried out to review the Internal Control
Systems. Internal Audit Department has verified the key Internal
Financial Control by reviewing key controls impacting financial
reporting and overall risk management procedures of the Company and
found the same satisfactory. It was placed before the Audit Committee
of the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial control is in place commensurate with the size of
the Company
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, 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 & Remuneration Committees.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the Certificate of the
Auditors, M/s. Pinakin Shah & Co., confirming compliance of conditions
of Corporate Governance as stipulated in the Listing Agreement with the
Stock Exchanges forms part of the Board Report.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has established
Vigil Mechanism for directors and employees to report genuine concerns
and made provisions for direct access to the chairperson of the Audit
Committee. Company has formulated the present policy for establishing
the vigil mechanism/ Whistle Blower Policy to safeguard the interest of
its stakeholders, Directors and employees, to freely communicate and
address to the Company their genuine concerns in relation to any
illegal or unethical practice being carried out in the Company.
SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
SHARES IN SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year: Nil
ii. Number of shareholders who approached issuer for transfer of
shares from suspense account during the year: Not Applicable
iii. Number of shareholders to whom shares were transferred from
suspense account during the year: Not Applicable
iv. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year: Nil
v. That the voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
i. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the beginning of the year Nil
ii. Number of shareholders who approached the issuer for transfer of
shares from the Unclaimed Suspense Account during the year: Not
Applicable
iii. Number of shareholders to whom shares were transferred from the
Unclaimed Suspense Account during the year: Not Applicable
iv. Aggregate number of shareholders and the outstanding shares lying
in the Unclaimed Suspense Account at the end of the year: Nil
MATERIAL VARIATIONS
The material variations between the projections and the actual
utilization/profitability are as follows: Nil
CODE OF CONDUCT
The Code of Conduct for all Board members and Senior Management of the
Company have been laid down and are being complied in words and spirit.
The compliance on declaration of code of Conduct signed by Chairman and
Managing Director of the Company is included as a part of this Annual
Report.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed as annexure-3
herewith for your kind perusal and information.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report forms part of
this Annual Report.
ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS
No orders were passed by the regulators or courts or Tribunals
impacting the going concern status and company's operation in future.
ACKNOWLEDGEMENT
The Board places on record their appreciation of the support of all
stakeholders.
By order of the Board
Shri Natwarbhai Prajapati
Date : 14/08/2015 Chairman & Managing Director
Place: Ahmedabad DIN:00031187
Registered office:
122/2 Ravi Estate, Bileshwarpura,
Chhatral
Gandhinagar-382729
|