Dear Members,
The Directors have pleasure in presenting the 27th Annual Report
together with the Audited Accounts for the year ended 31st March 2015.
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year under review along
with previous years figures are given hereunder:
Particulars 31/03/2015 31/03/2014
(Rs. In lacs) (Rs. In lacs)
Net Sales /Income from
Business Operations 5,215.56 5,031.21
Other Income 11.16 15.29
Total Income 5,226.72 5,046.50
Gross Profit Before Interest &
Depreciation 370.72 357.39
Less Interest 110.12 86.17
Profit before Depreciation 260.60 271.22
Less Depreciation 120.21 75.80
Profit after depreciation
and Interest 140.39 195.42
Less Current Income Tax 28.56 40.01
Less Previous year adjustment
of Income Tax , 0.00 -40.25
Less Deferred Tax 17.39 23.95
Net Profit after Tax 94.44 171.71
Dividend (including Interim
if any and final) 0.00 0.00
Net Profit after dividend
and Tax 94.44 171.71
Amount transferred to
General Reserve 94.44 171.71
Balance carried to Balance
Sheet 663.51 569.07
Earning per share (Basic) 8.80 16.00
Earning per Share(Diluted) 8.80 16.00
DIVIDEND :
With a view to conserve the liquid resources of the Company, your
Director regret being unable to recommend payment of any Divided to the
Shareholders for the year ended under report.
OPERATIONAL REVIEW:
Your Directors are glad to report that this is the sixth year in
succession when the company has been making profits year after year and
it is hoped that this trend will continue in future year's subject
however to Unforeseen circumstances.
Net sales for the year ended 31st march 2015 amounted to Rs 47.40 Lacs
as against Rs. 45.61 Lacs of the previous year recording a rise of 3.92
%. The Export Sales during the year under report amounted to Rs. 104.34
lacs as against Rs. 20.16 lacs for the previous year.
It is very likely that the increase in export sales will change the
great scenario in the life of the company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure- A and is
attached to this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The discussions and information in this report have been provided with
a view to enable shareholders to analyze the results for the year with
additional information. In certain areas the discussions may cover
strategic decisions and management expectations from the same. Such
forecasts should not be construed as a guarantee of performance and
actual results may differ significantly depending upon the operational
conditions and external environment.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
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 the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualifications, reservations or adverse remarks made by
the either by the Auditors or by the Practicing Company Secretary in
their respective reports.
DIRECTORS:
Directors Shri Daxesh Patel and Shri Darshkkumar Sheth retire by
rotation and, being eligible, offer themselves for re appointment. The
Directors recommend Shri Daxesh Patel and Shri Darshkkumar Sheth for
re-appointment.
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 Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Appointment & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year four Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was with in
the period prescribed under the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure B".
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 or
loss of the Company for the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts. The code laid down by the Board is known as
"code of business conduct" which forms an Appendix to the Code. The
Code has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Devesh R Desai, Secretaries in
practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit report is annexed herewith as "Annexure C"
AUDITORS:
M/s. Shah, Mehta & Bakshi, Chartered Accountants, Vadodara, the
Statutory Auditors, retire at the ensuing Annual General Meeting and
have made themselves available for re-appointment. The Company has
received a letter from Statutory Auditors to the effect that in case
their appointment is made it would be within the specified limit under
Section 224 (1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Compliance Officer in
advance
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.
CORPORATE GOVERNANCE:
The report on corporate governance along with the Auditors' Certificate
regarding compliance of the conditions of corporate governance pursuant
to clause 49 of the Listing Agreement is annexed hereto.
INSURANCE:
All the properties of the Company have been adequately and
appropriately insured.
INDUSTRIAL RELATIONS:
Industrial Relations remained cordial at the factory throughout the
year.
CEO/CFO CERTIFICATE:
In terms of the requirements of Clause 49 of the Listing Agreement, the
CEO and CFO have submitted necessary Certificate to the Board at its
Meeting held on 25.08 2015 stating therein the particulars specified
under the said Clause.
ACKNOWLEDGEMENT:
The Board appreciates and is thankful for continued support of
Company's Bankers and its valued Customers, Suppliers and Shareholders.
The Board appreciates the hard work and efforts put in by all Workers,
Staff and Officers of the Company.
For and on behalf of the Board of Directors
Anil Patel
Chairman & Managing Director
VANSETI: 25.08.2015
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