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Directors Report of Axtel Industries Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. Financial summary or highlights/Performance of the Company

The financial results for the year are as under: [Rupees in Lacs]

PARTICULARS

YEAR ENDED 31.03.2016

YEAR ENDED 31.03.2015

Sales and other Income

6734.86

4016.02

Profit before depreciation

916.52

(400.41)

Less: Depreciation

344.58

388.61

Profit/(Loss) of the year

571.94

(789.02)

Less: Provision for tax

124.00

1.39

Provision for deferred tax

(32.18)

(36.47)

Profit/(Loss) after taxation

480.12

(753.94)

Balance brought forward from previous year

918.52

1672.46

Arrears of Depreciation

28.88

NIL

Balance carried to balance sheet

1369.76

918.52

2. Dividend

Your Board does not recommend any dividend for the financial year 2015-16.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2015-16.

4. Brief description of the Company’s working during the year/State of Company’s affair

Total turnover during the year 2015-16 increased by Rs.2719.90 lac (68.12%) compare to previous year 2014-15 and there is profit of Rs.480.12 lac (after tax) during the year 2015-16 against loss of Rs.753.94 lac (after deferred tax) in previous year 2014-15.

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2015-16.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

12. Statutory Auditors

M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.

13. Auditors’ Report

The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors’ report for the year 2015-16.

14. Share Capital

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

15. Extract of the annual return

The extract of the annual return in Form No. MGT - 9 forming part of the Board’s report is attached herewith as (Annexure-E)

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

As net worth of the Company is below rupees five hundred crore or turnover is below rupees one thousand crore or a net profit is below rupees five crore during the preceding financial year ended on 31st March, 2015, section 135 of the Companies Act, 2013 is not applicable and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2015-16.

18. Directors & Key Managerial Personnel

(A) Shri Ajit Singh Bubber, Non-Executive Director and Shri Hardip Singh Bubber, Non-Executive Director retire by rotation at the ensuing annual general meeting and being eligible offered themselves for re-appointment as Directors.

Mr. Vishal Sharma, Chief Financial Officer resigned on 15.05.2015. Your Company appointed Shri Rajendra Kantilal Bhavsar as Chief Financial Officer during the year.

B) Declaration by an Independent Director(s) and re- appointment, if any_

A declaration, by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.

Shri Ajit Singh Bubber, Non-Executive Director and Shri Hardip Singh Bubber Directors of the Company retiring by rotation and eligible for re-appointment have given their consent and declaration under form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Details of Shri Ajit Singh Bubber and Shri Hardip Singh Bubber seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is attached herewith (Annexure- F)

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Company’s business;

ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

19. Number of meetings of the Board of Directors

During the year from 1st April, 2015 to 31st March, 2016 the Board of Directors met five times on the following dates:

Sr

Date

Board Strength

No. of Directors Present

1

29-05-2015

9

6

2

12-08-2015

9

5

3

02-11-2015

9

6

4

03-02-2016

9

3

5

12-02-2016

9

7

20. Audit Committee

The members of the Audit Committee of the Company are as under:

No.

Name of Director

Designation

1

Shri Sandeep Gul Lalwani

Non-Executive Independent Director

2

Shri Nikhil Ramesh Parikh

Non-Executive Independent Director

3

Shri Ameet Nalin Parikh

Non-Executive Director

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

21. Details of establishment of vigil mechanism for directors and employees

The Board has appointed the following persons as members of vigil committee:

No.

Name of Director

Designation

1

Shri Ajay Naishad Desai

Whole-time Director

2

Shri Sandeep Gul Lalwani

Non-Executive Independent Director

3

Shri Ameet Nalin Parikh

Non-Executive Director

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company''s website.

22. Nomination and Remuneration Committee

The members of Nomination and Remuneration Committee of the Company are as under:

No.

Name of Director

Designation

1

Shri Sandeep Gul Lalwani

Non-Executive Independent Director

2

Shri Nikhil Ramesh Parikh

Non-Executive Independent Director

3

Mrs. Anjali Harshvardhan Hegde

Non-Executive Independent Director

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.

23. Particulars of loans, guarantees or investments under section 186

The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Company''s policy for employees.

24. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 except contract with Tranzmute Capital & Management Private Limited to avail professional services, which has been approved by passing resolution at the annual general meeting of the Company held on 31st August, 2015 for a period of five years with effect from 01.10.2015 to 30.09.2020. Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).

25. Managerial Remuneration

Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).

26. Secretarial Audit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure-D).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

27. Corporate Governance Certificate

The Compliance certificate from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance of conditions of corporate governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed with corporate governance report.

28. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.

29. Risk management policy

In today''s economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified the following risks:

Key Risk

Impact to Axtel Industries Ltd

Mitigation Plans

Commodity Price Risk

Risk of price fluctuation on basic raw materials like steel, components, power as well as finished goods used in the process of manufacturing.

The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.

Uncertain global economic environment - slow growth in global economy

Impact on demand and realization of exports of food processing plant and machinery.

The Company has potentiality in domestic market and the people do not compromise on food and it will not affect much.

Interest Rate Risk

Any increase in interest rate can affect the finance cost.

Dependence on debt is very minimum and we have enough funds to meet the need arises.

Foreign Exchange Risk

Any volatility in the currency market can impact the overall profitability.

The Company has potentiality in domestic market. In case of major fluctuation either upwards or downwards, the effect will be minimal.

Human Resources Risk

Your Company’s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company

By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years.

Competition Risk

Every company is always exposed to competition risk. The increase in competition can create pressure on margins, market share etc.

By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service. By introducing new product range commensurate with demands your company plans to mitigate the risks so involved.

Compliance Risk - Increasing regulatory Requirements.

Any default can attract penal provisions.

By regularly monitoring and review of changes in regulatory framework.

Industrial Safety, Employee Health and Safety Risk.

The engineering industry is exposed to accidents and injury risk due to human negligence.

By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

30. Directors'' Responsibility Statement

Your Directors state 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;

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.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has been employing about 7 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

32. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

By Order of the Board of Directors

Ajay Naishad Desai Ajay Nalin Parikh

Executive Director Executive Director

DIN: 00452821 DIN: 00453711

Dated : 01.08.2016

Registered Office:

Plot No.43/1, Village: Nurpura, P.O. Baska,

Tal. Halol - 389 350, Dist. Panchmahals, Gujarat


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the twenty second annual report together with the audited statement of accounts for the year ended 31st March, 2014,

[1] FINANCIAL RESULTS:

The financial resufts for the year are as under

[Rupees in Lacs]

Year Ended Year Ended 31.03.2014 31.03.2013

Sales and other Income 4833.64 6072.50

Profit before depreciation 695.78 632,42

Less: Depreciation 279,82 131,57

Profit of the year 415.96 500,85

Less: Provision for current tax 84.87 149.02

Provision for deferred tax 54,71 13.89

Profit after taxation 276.38 337.94

Balance brought forward from previous year 1396.08 1058,14

Balance carried to balance sheet 1672.46 1396,08

[2] DIRECTORS:

Shri Shrl Ajlt Singh Bubber and Shri Hardlp Singh Bobber Directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment.

The Company has received a notice under section 160 of the Companies Act,2013 for the appointment of Shri Sandeep Lalwani, who retires by rotation at the ensuing annual general meeting, as Independent Director of me Company. The Board recommend to appoint him.

[3] DIRECTORS' RESPONSIBILITY STATEMENT: Your Board states that:

1. in the preparation of the annual accounts for the year ended 31" March, 2014, the applicable accounting standards had been followed and there had been no material departures from the said standards except mentioned in notes to the account.

2. 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 ihe Company as at 31" March, 2014 and of the profit of the Company for the year ended on that day,

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the directors had prepared the annual account for the year ended 31" March, 2014 on a going concern basis.

[4] REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance as required under clause 49 of the listing agreemen: with the stock exchange has been included separately in the annual report.

[5] AUDITORS:

M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing General Meeting and

are eligible for reappointment.

The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the I T is crescmoec - me said section.

[6] AUDITORS' REPORT:

The observations ot the Auditors are explained, wherever necessary - a- apporopriate to the Audited Stalement of Accounts.

[7] PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 [2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules, 1975 is Nil,

[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION S FOREIGN EXCHANGE INCOME AND OUTGO:

Information in accordance with the provision of Section 217 [1] [e] of the Companies Act, 1956 read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 regarding conservation of energy, technology absorption, loreign exchange income and outgo is given in Annexure-A attached herewith.

[9] ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for fhelr trust and confidence shown in the Company,

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

On behalf of Ihe Board ot Directors

Date : 11.08.2014

Registered Office :

Plot No.43/1, Village: Nurpura, [Ajsy Desai] R.O. Baska, Tal. Halol - 389 350 Executive Director Dist. Panchmahals, Gujarat [Ajay Parlkh] Executive Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the tweny first annual report together with the audited statement of accounts for the year ended 31st March, 2013.

[1] FINANCIAL RESULTS:

The financial results for the year are as under:

[Rupees in Lacs]

Year Ended Year Ended 31.03.2013 31.03.2012

Sales and other Income 6087.56 5948.28

Profit before depreciation 633.05 533.66

Less: Depreciation 131.57 86.64

Profit of the year 500.85 447.02

Less: Provision for taxation 162.91 145.44

Profit after taxation 337.94 301.58

Balance brought forward from previous year 1058.14 756.56

Balance carried to Balance Sheet 1396.08 1058.14

[2] DIRECTORS:

Shri Ameet Nalin Parikh and Shri Kirit Kumar Pathak, Directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment.

[3] DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Board states that:

1. in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed and there had been no material departures from the said standards except mentioned in notes to the account.

2 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that day.

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the directors had prepared the annual account for the year ended 31st March, 2013 on a going concern basis.

[4] REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance as required under clause 49 of the listing agreement with the stock exchange has been included separately in the annual report.

[5] AUDITORS:

M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

The Company has obtained a certificate under section 224 [1B] of the Companies Act, 1956 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.

[6] AUDITORS''REPORT:

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts.

[7] PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 [2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules, 1975 is Nil.

[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INCOME AND OUTGO:

Information in accordance with the provision of Section 217 [1] [e] Of the Companies Act, 1956 read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange income and outgo is given in Annexure-A attached herewith.

[9] ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty. On behalf of the Board of Directors

Date: 23.05. 2013

Registered Office : sd.

Plot No.43/1, Village: Nurpura, [Ajay Desai]

P.O. Baska, Tal. Halol - 389 350 Executive Director

Dist. Panchmahals, Gujarat sd.

[Ajay Parikh]

Executive Director


Mar 31, 2012

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

[1] FINANCIAL RESULTS:

The financial results for the year are as under:

[Rupees in Lacs]

Year Ended Year Ended

31.03.2012 31.03.2011

Sales and other Income 5948.28 5410.95

Profit before depreciation 533.66 498.34

Less: Depreciation 86.64 66.77

Profit of the year 447.02 431.57

Less: Provision for taxation 145.44 189.22

Profit after taxation 301.58 242.35

Balance Brought forward from previous year 756.56 514.21

Balance carried to Balance Sheet 1058.14 756.56

[2] DIRECTORS:

Shri Hardip Singh Bubber and Shri Ajit Singh Bubber, Directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment.

Shri Sandeep Lalwani was appointed as Additional Director with effect from 8th November,2011. He is chartered accountant having experience of about 22 years. The Company has received a notice under section 257 of the Companies Act, 1956 to appoint him as director of the Company.

[3] DIRECTORS' RESPONSIBILITY STATEMENT: Your Board states that:

1. in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed and there had been no material departures from the said standards except mentioned in notes to the account.

2 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 as at 31st March, 2012 and of the profit of the Company for the year ended on that day.

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the directors had prepared the annual account for the year ended 31st March, 2012 on a going concern basis.

[4] REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance as required under clause 49 of the Listing Agreement with the Stock Exchange has been included separately in the Annual Report.

[5] AUDITORS:

M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

The Company has obtained a certificate under section 224 [1B] of the Companies Act, 1956 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.

[6] AUDITORS REPORT:

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts.

[7] PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 [2A] of the Companies' Act, 1956 read with the Companies [Particulars of Employees] Rules, 1975 is Nil.

[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INCOME AND OUTGO:

Information in accordance with the provision of Section 217 [1] [e] of the Companies Act, 1956 read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange income and outgo is given in Annexure-A attached herewith.

[9] ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

On behalf of the Board of Directors

Date: 25th May, 2012

Registered Office : sd.

Plot No.43/1, Village: Nurpura, [Ajay Desai]

P.O. Baska, Tal. Halol - 389 350 Executive Director

Dist. Panchmahals, Gujarat sd.

[Ajay Parikh]

Executive Director


Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March. 2010.

[1] FINANCIAL RESULTS:

The financial results for the year are as under:

[Rupees in Lacs]

Year Ended Year Ended 31.03.2010 31.03,2009

Sales and other Income 2707.88 3356.57

Profit before depreciation 172.14 345,07

Less: Depreciation 65.23 55.95

Profit of the year 106.91 289.12

Less: Provision (or taxation & FBT 40.56 97.51

Profit after taxation 66.35 191.61

Balance Brought forward from previous year 447.86 256.25

Balance carried to Balance Sheet 514.21 447.86

[2] DIRECTORS:

Your Board regrets to inform you that Shri Natin Parikh, Director of your Company passed away on 19th September, 2009. He had shared his wide technical knowledge with the company during his tenure as Director of the Company.

Shri Ameet Parikh was appointed as additional director of the Company on 01st December, 2009. The Com- pany has received a notice u/s 257 of the Companies Act, 1956. for his appointment as Director of the Com- pany at the ensuing annual general meeting. Your Board recommends his appointment as Director.

Shri Kiritkumar Pathak and Shri Hardip Singh Bubber, Directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for reappointment.

[3] DIRECTORS RESPONSIBILITY STATEMENT: Your Board states that:

1. in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards had been followed and there had been no material departures from the said standards except mentioned in notes to the account.

2 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 as at 31 st March, 2010 and of the profit of the Company for tha year ended on that day.

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting statement in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the director had prepared the annual account for the year ended 31ST March, 2010 on a going concern basis.

[4] REPORT ON CORPORATE GOVERNANCE:

A detailed report on Corporate Governance as required under clause 49 of the Listing Agreement with the Stock Exchange has been included separately in the Annual Report.

[5] AUDITORS:

M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment,

The Company has obtained a certificate under section 224 [1B] of the Companies Act. 1956 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.

[6] AUDITORS REPORT:

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts.

[7] PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217 [2A] of the Companies Act, 1956 read with the Companies [Particulars of Employees] Rules, 1975 is given in Annexure -Aattached herewith.

[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INCOME AND OUTGO:

Information in accordance with the provision of Section 217 [i] [e] of the Companies Act, 1956 read with the Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange income and outgo is given in Annexure-B attached here- with.

[9] ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyaity.

On behalf of the Board of Directors

Date: 29.05.2010

Registered Office : sd.

Plot No.43/1, Village: Nurpura, [Ajay Desai]

P.O Baska, Tal. Halol - 389 350 Executive Director

Dist. Panchmahals, Gujarat sd.

[Ajay Parikh]

Executive Director

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