Dear Members,
The Directors are pleased to present their 26th Annual Report together
with the Audited Statement of Accounts of the Company for the year
ended on 31st March, 2015.
FINANCIAL RESULTS
(Amount in Rupees)
31.03.2015 31.03.2014
Revenue from Operations (Net of Excise 330365500 316942802
Duty)
Profit before Depreciation & Amortisation 78932669 84112162
Expenses and Finance Cost
Less : Finance Cost 7653810 10695341
Depreciation & Amortisation Expenses 31343450 40497611
Profit before Tax 39935409 32919210
Tax Expenses - Current Taxation 16200000 17300000
Deferred Tax (3270000) (6600000)
Add/(Less) : MAT Credit Entitlement
(Excess)/Short Provision of tax of 133850 244809
earlier years
Profit for the year 26871559 21974401
Surplus brought forward from previous year 101931974 84125906
Profit available for Appropriation 128803533 106100307
Proposed Dividend 3562830 3562830
Tax on Proposed Dividend 712360 605503
Balance Carried to Balance Sheet 124528343 101931974
OPERATION
During the year under review, the performance of the Company has been
satisfactory despite adverse market conditions. However, your Company
continued to enjoy market reputation and sustained its growth. The
Company's sales was increased by 4.21% over the previous year's sales.
The Company also continued to explore overseas market opportunities and
received good response. The exports amounted to Rs. 1,30,34,892/- i.e.
increase of 30% over the previous year's exports. There was heavy
fluctuation in foreign exchange rates with a gain of Rs. 59,600/-. The
raw material prices, fuel charges and other overheads continued to
increase. However, the Company has sustained its earnings of Rs.
2,68,71,559/i.e. increase of about 22.29% over the previous year's
profit.
The Company has undertaken capacity expansion project with
modernization, upgradation, installation of high tech machineries and
supporting systems for total outlay of about Rs. 12.50 Crores, in view
the prospective markets. This project is under implementation and is
expected to be completed by September, 2016.
DIVIDEND
Your Directors are pleased to recommend dividend at 9% (i.e. Re.0.90
per share) out of the current profits and balance out of the surplus in
the profit and loss Account, subject to approval of the members in
their ensuing Annual General Meeting. The final dividend, if declared,
will absorb an outflow of Rs.35,62,830/- towards dividend amount and Rs
7,12,360/- towards dividend distribution tax. The requisite provision
for dividend has been made in the accounts for the year ended 31st
March, 2015.
FINANCE
The Company continued to avail financial assistance to finance its
present and expansion on hand.
PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of the
provisions of Section 2(31) and 73 to 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014. There is
no deposit outstanding as on the commencement of the said Act.
INSURANCE
All the assets of the Company including buildings, plant and
machineries and stocks are adequately insured
DIRECTORATE/KMPs
Shri Dinesh A Bilgi (DIN:00096099) has been appointed as Managing
Director cum Chief Financial Officer, Shri Neel D Bilgi (DIN:00096180)
and Shri Chirag D Bilgi (DIN:02094970) have been appointed as Managing
Directors and Shri Pragnesh K Shah (DIN:00228223) has been appointed as
Whole Time Director of the Company.
Shri Vasant R Shah (DIN:00371634) and Shri Pragnesh K Shah
(DIN:00228223) are due to retire by rotation as Directors at the
ensuing Annual General Meeting and are eligible for re-appointments.
They have also offered themselves for re-appointments.
Smt Kairavi Neel Bilgi, Company Secretary of the Company having
Membership No. A21519 has resigned with effect from 19th May, 2015.
INDEPENDENT DIRECTORS
As per the provisions of Section 149 of the Companies Act, 2013, the
Independent Directors have confirmed and declared that they are not
disqualified to act as independent directors and the Board is also of
the opinion that the Independent Directors fulfill all the conditions
specified in the Companies Act, 2013 making them eligible to act as
Independent Directors. One separate meeting of the Independent
Directors was held on 23.12.2014.
BOARD EVALUATION
Pursuant to the provisions of Section 134 of the Companies Act, 2013, a
structured questionnaire was prepared after taking into account various
aspects like- company performance, contribution of individual
directors, composition of Board and committees, performance of duties,
culture, obligations, risk management etc. for evaluation process. The
Board noted that all directors have understood the opportunities and
risks to the Company's strategy with good balance between the core
values of the Company and the interest of the stakeholders. The Board
also evaluated performance of the various committees and concluded with
satisfaction. The Board expressed their satisfaction for the above
evaluation process.
PARTICULARS OF EMPLOYEES
There was no employee covered under the purview of Section 134(3)(q) of
the Companies Act, 2013 read with the Companies (Companies Appointment
and Remuneration of Managerial Personnel) Rules, 2014, except
Managerial Personnel. Information required under the provisions of
Section 197(12) of the Companies Act, 2013 read with the Companies
(Companies Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given by way of an Annexure to this Report.
CHANGES IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act,
2013, the Directors hereby state that:
i) in the preparation of annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii) 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 at the 31st March, 2015 and of the profits of the
Company for the year ended on that date;
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 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 controls to be followed and
such internal controls are adequate and were operating effectively.
vi) 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.
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any Regulator,
Court or Tribunal impacting the going concern status and the Company's
operations in future.
COMPANY'S POLICIES
Code of Conduct
All Directors, Key Managerial Personnel and Senior Management of the
Company have confirmed compliance with the code of conduct applicable
to the Directors and employees of the Company. The Directors have
confirmed compliance with the provisions of Section 164 of the
Companies Act, 2013.
Other Policies
Company's Policy on Remuneration, Whistle Blower, Risk Management,
Corporate Social Responsibility (CSR) are finalized in accordance with
applicable laws. The Company has voluntarily donated Rs. 1,00,000/- to
Hare Krishna Movement, Ahmedabad (Charitable Trust) and Rs. 30,000/ -
for miscellaneous charitable activities
BOARD MEETINGS
The details regarding Board Meetings are given in the Report on
Corporate Governance forming part of this Report.
INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate internal control system to ensure
that all assets are safeguarded and protected against loss from
unauthorized use or disposition and those transactions are authorized,
recorded and reported correctly.
EXTRACT OF ANNUAL RETURN
As required under the provisions of Section 92 (3) of the Companies
Act, 2013, an extract of Annual Return in Form MGT-9 is given by way of
an Annexure forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION
The Company has been taking steps for optimum utilisation of power and
fuel. The information as required under Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is
given by way of Annexure forming part of this Report.
MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE
The Company focuses on good Corporate Governance. The Company has
implemented a combination of mandatory & voluntary conditions of Clause
49 of the Listing Agreement of the BSE Ltd, Mumbai pertaining to
Corporate Governance. A detailed note on Corporate Governance and
Auditor's Certificate confirming compliance of the Corporate Governance
requirements by the Company are given by way of an annexure forming
part of this Report.
RELATED PARTY TRANSACTIONS
All the transactions entered with related party during the year under
review were on arm's length basis and in the ordinary course of
business. Hence these transactions were outside the purview of the
provisions of Section 188 of the Companies Act, 2013. However, details
of such transactions i.e. purchases, lease, services, etc. are given in
the Notes to the Financial Statements for the year ended on 31st March,
2015.
LOANS, GUARANTEES AND INVESTMENT
The Company has not granted any inter-corporate loan, given guarantee
or provided any security for availing loan by other Company. However,
the Company has made investments in other Companies aggregating to Rs.
2,60,600/- as per the Note No.10 to the Financial Statement for the
year ended on 31st March, 2015.
ENVIRONMENT AND SAFETY
The Company is conscious of importance of clean and safe mode of
operations. Further, as required under the provisions of Sexual
Harassment (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formulated and implemented a policy on prevention of sexual
harassment at workplace. There is no such complaint lodged during the
year.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder, a Secretarial Audit Report is given by
way of an annexure forming part of this Report.
AUDITORS
M/s C R Sharedalal & Co., Chartered Accountants, Ahmedabad retires as
the Statutory Auditors at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment and have indicated their
willingness to act as Auditors, if appointed. The Company has obtained
written consent and certificate as required under the provisions of
Section 139 of the Companies Act, 2013. You are requested to consider
their re-appointment.
The Auditors observations read with the notes to the Accounts are
self-explanatory.
ACKNOWLEDGEMENTS
The Board of Directors of the Company appreciates the continuous &
comprehensive support and cooperation by the Company's bankers,
shareholders, customers, suppliers and other business associates.
Your Directors place on record their deep appreciation for contribution
and devoted services of the employees at all levels.
Regd Office: For and on behalf of the Board
612, GIDC Estate Chahtral,
Tal : Kalol Dinesh A Bilgi
Dist : Gandhinagar-382 729 Mg Director/CFO
Date : 10th August, 2015 DIN:00096099
|