| Dear Members,
The Directors have pleasure in presenting their 29th Annual Report on
the businesses and
operations of your company together with audited statement of accounts
for the year ended on 31st March, 2015.
1. FINANCIAL
RESULTS:
For the For the
year ended year ended
on on
31.3.2015 31.3.2014
(Rs.in (Rs.in
Lacs) Lacs)
Total Sales & Other Income 9234.30 10383.44
Profit Before Interest & Depreciation 41.10 306.71
Interest 244.94 247.20
Profit/(Loss)Before Depreciation (203.84) 59.52
Depreciation 25.15 28.59
Profit/ (Net Loss) before Taxation (228.99) 30.93
Provision for Taxation - 11.00
Deferred Tax (Net) (2.55) (2.78)
Profit/ (Net Loss) after Taxation (226.44) 22.71
Bal brought forward from previous year 455.41 432.70
Profit available for appropriation 228.97 455.41
Adjustment related to Fixed Asset 1.42 -
Balance carried to Balance Sheet 227.55 455.41
2 . DIVIDEND:
Your Directors are unable to recommend any dividend during the year
under review in view of losses.
3. RESERVES:
In view of the losses, your Board of Directors does not appropriate any
amount to be transferred to General Reserves during the year under
review.
4. STATE OF COMPANY'S AFFAIR:
During the year under review, the sales and other income during the
year decreased to Rs.9234.30 Lacs as compared to Rs. 10383.44 Lacs in
the previous year. The Loss after tax during the year was Rs. 226.44
lacs as compared to a profit of Rs.22.71 lacs in the previous year. The
company has incurred Losses in this year due to decreasing trend in the
prices of steel and slows down in the economy.
5. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business in the year under review.
6. MATERIAL CHANGES & COMMITMENTS:
No material changes and commitments have occurred after the close of
the year till the date of this report, which affect the financial
position of the company.
7. ORDERS:
No significant or material orders were passed by the Regulators or
courts or tribunals which impact the going concern status and company's
operation in future.
8. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an Internal Control System commensurate with the size,
scale complexity of its operations. The company has formulated Internal
Financial Control policy according to Sec 134(5)(e) of the Companies
Act, 2013.
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
9. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:
The company does not have any subsidiary/ associate or Joint Venture.
10. FINANCIAL POSITION OF SUBSIDIARY/JV/ASSOCIATE COMPANY:
As there is no subsidiary, joint venture or Associate Company, our
company is not required to furnish any information regarding this.
11. DEPOSITS:
The Company has not accepted any fixed deposit under Chapter V of the
Companies Act, 2013 during the year under report.
12 . STATUTORY AUDITORS:
M/s Pramod & Associates, Chartered Accountants, Jaipur retire and being
eligible, offer themselves for reappointment. They have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act and that they are not
disqualified for reappointment.
The Board has appointed M/s G.K. Gupta & Co., Cost accountants as the
cost auditors for conducting the audit of cost records of the Company
for various segments for the financial year 2014-15.
13 . AUDITORS' REPORT:
The observations of the Auditors have been suitably dealt within the
notes on accounts. The Auditor's Report does not contain any
qualification, reservation or adverse remark.
14 . SHARE CAPITAL:
The paid up equity share capital as on 31st March 2015 was 45078000.
During the year under review, the company has neither issued shares with
differential voting rights, nor granted stock options and sweat equity.
As on March 31, 2015, none of the Directors of the company hold any
convertible instruments of the company.
15. EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company as required by Companies Act,
2013 is annexed herewith as Annexure II to this Report.
16. PARTICULARS OF ENERGY CONSUMPTION ETC:
a) CONSERVATION OF ENERGY: The information pursuant to sub-section 3(m)
of section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is either nil or not applicable. However, the
company is conscious about its responsibility to conserve energy, power
and other energy resources wherever applicable.
b) TECHNOLOGY ABSORPTION:
Your Company has not imported any technology in the year under review.
c) FOREIGN EXCHANGE EARNING & OUTGO: There was no inflow and outflow of
Foreign Exchange during the year.
17. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of CSR are not applicable to the company for the
Financial Year 2014-2015 as the company does not fall under the
provisions of Section 135 of the Companies Act, 2013.
18. DIRECTORS:
a) In accordance with the provisions of the Act and the Articles of
Association of the Company, Smt Rajshree Patni, Director of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible has offer herself for re-appointment. During the year
under review the members approved the appointments of Smt. Rajshree
Patni as an executive Non-Independent Director who is liable to retire
by rotation and of Shri Sunil Kumar Jain, Shri Deepesh Jain, and Shri
Mahendra Kumar Jain as Independent Directors who are not liable to
retire by rotation. The members have also re-appointed Shri Harish
Chand Jain as the Managing Director.
b) The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
c) The board of directors has carried out an annual evaluation of its
own performance, Board committees and individual directors pursuant to
the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49") .
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and nonexecutive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
19. NO. OF BOARD MEETINGS:
Seven meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance.
20. AUDIT COMMITTEE:
The Audit Committee comprises Independent Directors namely Shri Sunil
Kumar Jain (Chairman), Shri Deepesh Jain and Shri Mahendra Kumar Jain
as other members. All the recommendations made by the Audit Committee
were accepted by the Board.
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The company has a vigil mechanism policy to deal with instance of fraud
and mismanagement, if any. The detail of the policy is posted on the
website of the company.
22. NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee comprises Independent Directors
namely Shri Deepesh Jain (Chairman), Shri Sunil Kumar Jain and Shri
Mahendra Kumar Jain as other members. The policy of the committee is
stated in the Report on Corporate Governance.
23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
There is no outstanding loan & guarantee at the year end as prescribed
under section 186 of the Companies Act, 2013. The company has not made
any investment during the year as prescribed under section 186 of the
Companies Act, 2013.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the period under review, the Company had not entered into any
material transaction with any of its related parties. None of the
transactions with any of related parties were in conflict with the
Company's interest. Attention of members is drawn to the disclosure of
transactions with related parties set out in Note No. 36 of Financial
Statements, forming part of the Annual Report. The related party
transactions are entered into based on considerations of various
business exigencies, such as synergy in operations, sectoral
specialization and the Company's long-term strategy for sectoral
investments, optimization of market share, profitability, legal
requirements, liquidity and capital resources of subsidiaries and
associates.
All related party transactions are negotiated on an arm's length basis,
and are intended to further the Company's interests.
25. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
NON EXECUTIVE DIRECTOR RATIO TO MEDIAN
REMUNERATION
Mr. Sunil Kumar Jain 0.035
Mr. Deepesh Jain 0.035
Mr. Mahendra Kumar Jain 0.035
EXECUTIVE DIRECTORS RATIO TO MEDIAN
REMUNERATION
Mr. Harish Chand Jain 4.79
Mrs. Rajshree Patni* -
*Since this information is for part of the year, the same is not
comparable.
b. The remuneration of any of the directors did not increase in the
relevant financial year.CFO and CS is appointed in the relevant
financial year, therefore, the same is not comparable.
c. The percentage increase in the median remuneration of employees in
the Financial Year:
Median Remuneration Median % increase in
at the end of F.Y. Remuneration at the median
2013-2014 the end of F.Y. remuneration
2014-2015 of employees
150400 160000 6.38%
d. The number of permanent employees on the roll of the company at the
end of the relevant financial year: 33
e. The average increase in the remuneration has been commensurate with
the industry.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of Key Managerial 1380800
personnel in FY 15 (Rs)
Revenue (Rs) 922271315
Remuneration of KMP (as % of revenue) 0.15
g. 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
Particulars March 31, 2015 March 31,2014 % change
Market 80238840.00 166337820.00 (51.76)
capitalization (Rs)
Price Earning - 73.8 -
Ratio
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Particulars March 31, 2015 March 06, 1995 % change
Market Price 17.80 15 18.67
(BSE)
i. The percentile increase in the remuneration of the employees is 51%
and there is no increase in the remuneration of managerial personnel,
hence comparison is not made.
j. Comparison of the each remuneration of the key managerial personnel
against the performance of the Company:
Name Harish Pradeep Komal Behl
Chand Jain Jain (Company
(Managing (Chief Secretary)
Director) Financial *
Officer)
Remuneration of FY 720000 480000
Revenue 922271315~ 922271315~
Remuneration as % of 0.078 0.052
revenue
*Appointed in the mid of the year therefore comparison not possible.
k. There is no variable component of remuneration availed by directors
in the relevant financial year.
l. There was no employee in the relevant financial year who received
remuneration in excess of the highest paid director.
m. The company affirms the remuneration is as per the remuneration
policy of the company.
n. There is no such employee who comes under the ambit of the
provisions of Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
26. SECRETARIAL AUDIT REPORT:
As per the requirement of Section 204 (1) of the Companies Act, 2013
and Rule 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014,
the Company has obtained a Certificate from Ms. Sneha Agarwal, Company
Secretary in Whole time Practice, Confirming that the Company has
complied with the provisions of the Companies Act, 2013 in the
Financial Year 2014-2015 and a copy of the Secretarial Audit Report is
annexed to this Report as Annexure- III.
27 . CORPORATE GOVERNANCE:
The company is committed to maintain the highest standard of Corporate
Governance and adhere to the Corporate Governance requirement set out
by the SEBI. Corporate Governance Report as stipulated under Clause 49
of the Listing Agreement is set out as a separate Annexure-1 which
forms part of this report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to
the report on Corporate Governance.
28. RISK MANAGEMENT POLICY:
Pursuant to the requirement of Clause 49 of the listing agreement, the
company has a robust Enterprise Risk Management framework to identify,
evaluate business risk & opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objectives and
enhance the Company's competitive advantage. The business risk
framework defines the risk management approach across the enterprise at
various levels including documentation and reporting. The framework has
different risk models which help in identifying risks trend, exposure
and potential impact analysis at a Company level.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of section 134 (3) (c) of the
Companies Act, 2013 your Directors confirm that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same;
b) the Directors have 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 as at March 31, 2015 and of the losses of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
31. ACKNOWLEDGEMENTS:
Your Directors are grateful to the Government authorities, financial
institutions, bankers, business constituents for their continued
co-operation and timely support to the company.
Your Directors also express their deep appreciation for the devoted
services by workers, staff and executives at all levels of operations
in achieving the results for the year.
Industrial relations continued to remain happy and cordial.
Registered office: For and on Behalf of the Board
404, Shekhawati Complex,
Station Road, JAIPUR (HARISH CHAND JAIN)
Dated: 30th July, 2015 CHAIRMAN & MANAGING DIRECTOR
DIN NO.: 01504391
(RAJSHREE PATNI)
(DIRECTOR)
DIN NO.:06934858
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