| Dear Members,
The Directors have pleasure in presenting the 24th Annual Report
together with the Audited Accounts of the company for the year ended
31st March, 2015.
1. Financial Highlights
2014-2015 2013-2014
( Rs. In Lacs) ( Rs In Lacs)
Particulars
Income for the Year 34477.98 32345.66
Profit before interest, depreciation
and tax (PBIDT) 1097.65 2232.26
Less:
Financial Expenses 1130.83 1357.62
Depreciation 400.45 640.71
Profit / (Loss) before tax (433.63) 233.93
Provision for taxation
(i) Current Income Tax, Wealth Tax, 0.15 46.98
(ii) Deferred Tax 59.83 3.86
(iii) MAT Credit Entitlement 0.00 (42.69)
Profit after tax (493.61) 225.78
Add / (Less): Prior Period Adjustment 1.89 4.99
Profit available for appropriation (491.72) 230.77
Appropriations
Opening Balance of Profit & Loss
Account 2479.16 2248.39
Less: Proposed Dividend on Equity
shares 0.00 0.00
Less: Tax on dividend 0.00 0.00
Less: General Reserve 0.00 0.00
Net Balance Carried forward to
Balance Sheet. 1987.44 2479.16
2. Dividend
Due to Loss, the directors therefore do not recommend dividend for the
current year.
3. Industrial Relation
Industrial relations remained cordial throughout the year. Your
Directors place on record their deep appreciation of the contribution
made by the employees at all levels. Measures have been taken for Human
Resources Development.
4. Performance
During the year under review the income has increased to Rs. 34477.98
Lacs an increase of 6.59% over previous year and Profit before
Interest, depreciation and tax (PBIDT) has reduced up to 50.83% over
the previous year. The Company had started trading of Cold Rolled
Stainless Strips/Coils in previous year in order to escalate the
revenue and to capture the local market, but due to lack of market
support and dumping of the import material because of which the company
incurred losses, it had to stop the Trading activity and divert itself
back to its core manufacturing business.
5. Corporate Social Responsibility
Section 135 of the Companies Act, 2013 and framed Rules thereunder
provides that certain Companies are required to spend 2% of its average
net profit during 3 preceding years on CSR activities. It also provides
formation of CSR committee of the Board. The Rules prescribe the
activities qualify under CSR and the manner of spending the amount.
The company is not covered under section 135 of the Companies Act, 2013
and the Rules framed thereunder for the financial year under report.
CSR Committee of the Board will be constituted at the time of
applicability, of section 135 of the Act. Hence CSR report is no
required to be annexed.
6. Disclosure under Companies Act, 2013
(i) Share Capital
The paid up equity capital as on March 31, 2015 was Rs. 598 Lacs.
During the year under review, The Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity
nor bonus share.
(ii) Number of meeting
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year Seven 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 within
the period prescribed under the Companies Act, 2013.
(iii) Independent Directors' Meeting
The Independent Director met on 30.03.2015, Without attendance of
Non-Independent Directors and members of the Management. The Director
review performance of the Non-Independent Director and the Board as
whole; the performance of the chairman of the company, taking into
account the views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
(iv) Statement on declaration given by independent director
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.
(v) Particulars of loans, guarantees or investments:
The company has neither given any loans or guarantees nor made
investments covered under the provisions of section 186 of the
Companies Act, 2013.
(vi) Composition of Audit Committee
The Board has constituted the Audit committee which comprises of two
independent Non Executive Director and One Joint Managing Director.
7. Corporate Governance
The Corporate Governance Report, which form an integral part of this
Report, are set out as separate Annexure- I, together with the
Certificate from the auditors of the Company regarding compliance with
the requirements of Corporate Governance as stipulated in Clause 49 of
the Listing Agreement.
8. Business Risk management
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
9. Internal Control System
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
10. Vigil Mechanism /Whistle Blower policy
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud and Risk Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
11. Director and key managerial personnel
(i) Cessation
(a) Mr. Arvindkumar D Sanghvi, Managing Director resigned from the
board w.e.f 13th November, 2014. Mr. Arvindkumar D Sanghvi joined the
Board in 22nd November, 1990 and on 1st June, 2014 was appointed as
Managing Director of the company.
The Board placed on record its appreciation for the valuable services
rendered by Mr. Arvindkumar D Sanghvi.
(b) Mr. Ashwin A Kataria, Whole Time Director resigned from the board
w.e.f. 27th December, 2014 and noted that he will continue as a
non-executive director of the Company.
(ii) Retirement by rotation
Directors Shri Ugamraj Hundia & Shri A.K.Kataria retires by rotation
and, being eligible, offer themselves for re-appointment. The Directors
recommend Shri Ugamraj Hundia & Shri. A.K.Kataria for re-appointment.
(iii) Appointment
Ms. Nipa P. Shah was appointed as an Additional Women Director of the
Company with effect from 30th March, 2015.
(iv) Appointment of Independent Director
Shri Ashish Shah, Shri Pawankumar Murarka, Shri Jitendra Mamtora, Shri
Chandresh Shah and Shri Amol Dalal were appointed as independent
directors under section 149 of the Companies Act, 2013 and clause 49 of
the listing agreement in the last A.G.M. held on 23rd September, 2014
to hold office for 5 consecutive years i.e. for a term up to the
conclusion of 28th Annual General Meeting of the company in the
calendar year 2019.
(v) Evalution of Board Performance
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, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
(vi) Remuneration Policy
The Board has, on the recommendation of the Nomination & 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.
(vii) Appointment of Key Managerial personnel
During the period under review, Mr. Ramcharan Beriwala was appointed as
a Chief Financial Officer and Compliance Officer of the Company w.e.f.
1st June, 2014 and Mr. Ajay k Patel was appointed as a Company Secretary
of the company w.e.f 1st August, 2014.
12. Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors,
to the best of their knowledge and ability 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.
13. Fixed Deposit
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.
14. Related Party Transaction
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. Accordingly the disclosure of
related party transaction as required under section 134(3)(h) of the
companies Act, 2013 in form AOC 2 is not applicable
15. Significant material orders passed by the Regulators / Courts.
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
16. Subsidiary Company
The Company does not have any subsidiary company.
17. Auditors
(i) Statutory Auditor
M/s. Mehta Lodha & Co., (Firm Registration No 106250W), Chartered
Accountants were appointed as Statutory Auditors of your Company at the
last Annual General Meeting held on 23rd September, 2014 for a term of
Three consecutive years. As per the provisions of Section 139 of the
Companies Act, 2013, the appointment of Auditors is required to be
ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditor in their
Report.
(ii) Secretarial Auditor
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 Shri Ashwin Shah, a Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as "Annexure
A".
There has been no qualification, reservation, adverse remark or
disclaimer given by the Secretarial Auditor in their Report.
(iii) Cost Auditor
M/s N.D Birla & Co., Cost Accountants as the Cost Auditors of the
Company to conduct the audit of the cost records of the Company for the
financial year 2015-16.
18. 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".
19. Prevention Of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
20. Prevention Of Sexual Harassment At Workplace
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made
thereunder, your Company has constituted Internal Complaints Committee
(ICC) which is responsible for redressal of complaints related to
sexual harassment. During the year under review, there were no
complaints pertaining to sexual harassment.
21. Transfer to Investor education and protection fund
The Company has transferred a sum Rs. 1,14,361/- during the financial
year 2014-15 to the investor education and protection fund established
by the central government, in Compliance with Section 124(5) of the
Companies Act 2013.
22. Energy conservation, technology absorption, foreign exchange
earnings and outgo.
As required under section 134 (3) (m) of the Companies Act, 2013 and
the rules made therein, the concerned particulars related to Energy
Conservation, Technology Absorption, Foreign Exchange Earnings and
Outgo are given, in "Annexure-C", which is attached here to and forms
part of the Directors' Report.
23. 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 company secretary in
advance.
24. Acknowledgement
The directors extend their sincere thanks to the Bankers, Financial
Institutions, Central Government and State Government Authorities and
all associated with the company for the co-operation. The directors
also place on record the efforts made by the employees, workers and all
other associated with the company for making their organization
successful.
For & on behalf of the Board
Place: Ahmedabad A. K. Kataria
Date: 11th August, 2015 Chairman |