Mar 31, 2018
Dear Member,
The Directors have pleasure in presenting the 21st Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2018.
Financial Results
The working results of the company for the year ended 31-03-2018 stands as under:
(Rs. In Lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
Year ended 31/03/2018 |
Year ended 31/03/2017 |
Year ended 31/03/2018 |
Year ended 31/03/2017 |
|
Gross Turnover |
12458.22 |
11478.02 |
12458.22 |
11478.02 |
Profit before finance costs, Depreciation. Extraordinary items & Tax |
1629.6 |
1607.69 |
1629.6 |
1607.69 |
Less: Finance Costs |
592.32 |
635.86 |
592.32 |
635.86 |
Less: Depreciation and Amortization |
198.18 |
212.71 |
198.18 |
212.71 |
Profit Before Tax (PBT) |
839.1 |
759.12 |
839.1 |
759.12 |
Provision for Tax |
289.14 |
263.51 |
289.14 |
263.51 |
Profit after Tax |
549.95 |
495.61 |
549.95 |
495.61 |
Other Comprehensive Income (Net of Taxes) |
-21.59 |
-3.7 |
-72.94 |
-8.09 |
Total Comprehensive Income for the year |
528.36 |
491.91 |
477.01 |
487.53 |
Balance brought forward from previous year |
1762.33 |
1288.02 |
1762.33 |
1288.02 |
Provision for interim Dividend & Corporate Dividend Tax |
-24.34 |
-24.25 |
-24.34 |
-24.25 |
Profit available for appropriation |
1737.99 |
1755.68 |
1737.99 |
1755.68 |
Adjustment Relating to Applicability of Ind AS |
- |
6.65 |
- |
6.65 |
Balance Carried to Balance Sheet |
1762.33 |
1762.33 |
||
Paid-up Capital |
1007.58 |
1007.58 |
1007.58 |
1007.58 |
Reserve and Surplus (including Secutlry Premium, profit from P & I Acc & general reserve) |
2404.89 |
1900.87 |
2349.15 |
1896.48 |
Financial Highlights
During the year under review company has recorded turnover of Rs. 12458.22 lacs as against the previous year turnover of Rs. 11478.02 lacs which show 8.54 % increase in comparison with the previous year. Profits before tax arise to all most 11.29 % as compared to previous year.
Dividend
Your board of director has recommended dividend of Rs 0.20/- per share of Rs.10/- each for f.y. 2017-18 amounting to Rs. 20,15,152/- and the said dividend be and is hereby approved and paid without deduction of tax to the equity shareholders of the company. The dividend payment is subject to approval of members at the ensuing Annual General Meeting.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company. During the year under review company has added new object in its main object clause .with permission of shareholders through postal ballot.
Deposits
The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.
Management''s Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations"), is presented in a separate section, forming part of the Annual Report.
Consolidated Financial Statements
In accordance with the provisions of the Companies Act, 2013 ("the Act") and Ind AS 110 - Consolidated Financial Statement read with Ind AS - 28 Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.
Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and General Meetings'', respectively, have been duly followed by the Company.
Board of Directors and Key Managerial Personnel
Mr. Rameshbhai D. Khichadia- Chairman & managing director, Mr. Ashok Patel - Whole Time Director, Mr. Kaushik Mori-Chief Financial Officer and CS. Khyati Mehta - Company Secretary & Compliance Officer , are the Whole-time Key Managerial Personnel of the Company.
In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Ashokbhai K. Patel Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of Nomination and Remuneration Committee has recommended his re-appointment.
The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Shri Rameshbhai D. Khichadia as Managing Director of the Company for a period of 5 (five) years with effect from 17th August, 2018 subject to approval of shareholders, as his current term of office is upto 16th August. 2018 .
The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Shri Ashokbhai K. Patel as Wholetime Director of the Company for a period of 5 (five) years with effect from 16th august ,2018 subject to approval of shareholders, as his current term of office is upto 15th August, 2018 .
The term of office of Shri Harshadbhai Patel, as an Independent Director, will expire on 10th September, 2018 . The Board of Directors, on recommendation of the. Nomination and Remuneration Committee has recommended re-appointment of Shri Harshadbhai Patel, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.
The term of office of Shri Dhanjibhai Padmani as an Independent Director, will expire on 10th September, 2018 . The Board of Directors, on recommendation of the, Nomination and Remuneration Committee has recommended reappointment of Shri Dhanjibhai Padmani , as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.
Meetings of the Board of Directors
Eleven Meetings of the board of Directors were held during the year. For details of the meetings of the board, please refer to the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act. 2013. Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.
Directors'' Responsibility Statement
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-
(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;
(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;
(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
(d) Prepared the Annual Accounts on a going concern basis;
(e) 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) Devised proper systems to ensure compliance with the provisions of all applicable laws and those such systems were adequate and operating effectively;
Corporate Governance
Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. As a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure - F and forms part of this Report.
Related Party Transactions
There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on arm''s length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.
Corporate Social Responsibility (CSR)
The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure -H. Information on the composition of the Corporate Social Responsibility (CSR) Committee is provided in the Report on Corporate Governance that forms part of this Annual Report.
Auditors
M/s SVK & ASSOCIATES, Chartered Accountants, Ahmedabad (Firm Registration No 118564W) were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the 19th Annual General Meeting.. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
Auditors'' report
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Audit Report
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is applicable to our Company for the financial year 2017 -18. Hence, such audit has been carried out during the year.
Secretarial Audit Report
The Board had appointed Mr. Kishor Dudhatra Practising Company Secretary, to conduct Secretarial Audit for the FY 201718. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Extract of Annual Return
The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.
Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow
Company''s plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation.. The Company has installed the Wind Turbine and during the year total 1088.871 Mwh. was generated. Company has obtained credit of these units against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.
Personnel
None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G of this Report.
Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company''s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act. 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
Statutory Orders
No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company''s operations.
Unclaimed Dividend
There is no balance lying in unpaid equity dividend account.
Insurance
All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.
Disclosure under the Sexual Harassment of Women at the work place (Prevention, prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act. 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2017-2018.
Acknowledgement
Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.
Registered Office: For and on behalf of the Board
UL25. Royal Complex.
Bhutkhana Chowk,
Dhebar Road, Rajkot. Sd/- Sd/-
Managing Director Whole time Director
Ramesh D. Khichadia Ashok M. Patel
Date : 25.05.2018
Place : Rajkot
Mar 31, 2016
DIRECTORSâ REPORT
Dear Member,
The Directors have pleasure in presenting the 19th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2016.
Financial Results
The working results of the company for the year ended 31-03-2016 stands as under:
(Rs. In Lacs)
Particular |
Year ended 31/03/2016 |
Year ended 31/03/2015 |
Gross Turnover |
11910.69 |
8892.79 |
Profit before finance costs, Depreciation, Extraordinary items & Tax |
1490.65 |
1259.25 |
Less: Finance Costs |
657.70 |
614.22 |
Less: Depreciation and Amortization |
260.06 |
304.11 |
Profit Before Tax (PBT) |
572.88 |
340.91 |
Provision for Tax |
187.87 |
115.14 |
Profit after Tax |
385.02 |
225.77 |
Balance brought forward from previous year |
951.51 |
729.33 |
Profit available for appropriation |
1288.02 |
951.51 |
Adjustment Relating to Carrying amount of Assets |
- |
3.59 |
Balance Carried to Balance Sheet |
1288.02 |
951.51 |
Paid-up Capital |
1007.58 |
895.62 |
Reserve and Surplus |
1444.65 |
1220.09 |
Financial Highlights
During the year under review company has recorded turnover of Rs. 11910.69 lacs as against the previous year turnover of 8892.79 lacs which show 33.94 % increase in comparison with the previous year. Profit before tax rose to all most 68.04% as compare to previous year. The net profit after tax of the company increased by Rs. 159.25 lacs against the net profit of Rs. 225.77 lacs in previous year.
Dividend
Interim Dividend for the year 2015-2016 of Rs. 0.40/- on per equity share of Rs. 10/- each (4 %) was declared on 9th November, 2015 and paid on 05.12.2016.
Deposits
The Company has not accepted any fixed deposits during the year to which the provisions of Section 73 of the Companies Act, 2013 are applicable.
Board of Directors and Key Managerial Personnel
Mr. Ashokbhai K. Patel , Chairman, retires by rotation at the ensuing Annual General Meeting and being eligible,offer himself for re-appointment. The Board recommends his appointment. Mr. Ramesh Khichadia Managing Director, Mr. Kaushik Mori Chief Financial Officer and CS. Khyati Mehta Company Secretary are the Whole-time Key Managerial Personnel of the Company.
The Board has considered the declarations given by independent directors under sub-section(6) of Section 149 and the companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director. The Board has further evaluated its own performance and that of its committees and individual directors.. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.
MEETINGS OF THE BOARD OF DIRECTORS
During the current financial year, the Board of Directors of the Company duly met 12 times Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.
Directorsâ Responsibility Statement
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:- (a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures;
(b) 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 your Company at the end of the financial year and of the profit of the Company for that year;
(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
(d) prepared the Annual Accounts on a going concern basis;
(e) 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) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Auditors
M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company by board at its meeting held on 18.05.2016 to fill the casual vacancy caused by the resignation of P. GHANSHYAM & CO., Chartered Accountants, Rajkot up to the upcoming Annual General Meeting of the Company and that they shall conduct the Statutory Audit for the period ended 31st March, 2016.
Now board has considered M/S SVK & ASSOCIATES, Chartered Accountants, Ahmedabad for appointment as the statutory Auditors of the Company from the conclusion this Annual General Meeting till the conclusion of the Sixth Annual General Meeting held thereafter (Subject to ratification of appointment by the shareholders at every AGM held after this AGM)
Auditorsâ report
In the opinion of the directors, the notes to the accounts in auditorâs report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.
Cost Audit Report
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company for the financial year 2015-16, hence, no such audit has been carried out during the year.
Secretarial Audit Report
A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as Annexure - A. The findings of the audit have been satisfactory.
Listing and Dematerialization
The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE). The shareholder can avail the facility provided by NSDL and CDSL to demat their shares. Shareholders are requested to convert their holdings to dematerialized form to derive the benefits of holding the shares in electronic form.(Currently all the shares are in demat form)
Extract of Annual Return
The details regarding extract of Annual Return in Form No: MGT-9 pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.
Related Party Transactions
There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company. Transactions with related parties are in the ordinary course of business on armâs length and are periodically placed before the Audit Committee and Board for its approvals and the particulars of contracts entered during the year, in Form AOC-2 is enclosed as Annexure - C.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange Inflow & Outflow
Companyâs plants are running with electricity which are supplied by the Paschim Gujarat Vij Company Limited. The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation.. The Company has installed the Wind Turbine and during the year total 1241.427 Mwh. were generated. Company has obtained credit of these unites against its electricity consumption at its factory. The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption, Foreign Exchange Inflow and Outflow are given in Annexure - D to this report.
Corporate Governance
Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. As a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as Annexure - E and forms part of this Report. As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure -F and forms part of this Report.
Personnel
None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G and forms part of this Report.
Corporate Social Responsibility (CSR)
Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.
Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
Particulars of Loans, Guarantees or Investments
Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records.. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companyâs internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
Material Changes and Commitments
No material changes and commitments, affecting the financial position of the Company has been occurred between the end of the financial year 2015-16 and till the date of this report.
Statutory Orders
No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Companyâs operations.
Unclaimed Dividend
There is no balance lying in unpaid equity dividend account.
Insurance
All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.
Disclosure under The Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2015- 2016.
Acknowledgement
Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.
For and on behalf of the Board
Registered Office: By order of the Board
UL25, Royal Complex,
Bhutkhana Chowk,
Dhebar Road, Rajkot. Managing Director Whole time Director
Ramesh D. Khichadia Ashok K. Patel
Date :15.07.2016
Place : Rajkot
Mar 31, 2015
Dear Members,
The Directors of your Company have pleasure in submitting their
Eighteenth Annual Report together with the Audited Statement of
Accounts tor the year ended 31st March, 2015.
FINANCIAL RESULTS
The working results of the company for the year ended 31-33-2015 stands
as under:
(Rs. In Lacs)
Particular Year ended Year ended
31/03/2015 31/03/2014
Gross Turnover 8521.58 8147.56
Profit before finance costs. Depreciation,
Extraordinary items & Tax 1259.25 967.23
Less: Finance Costs 614,22 479.69
Less. Depreciation and Amortization 304.11 169,72
Profil Before Tax (PBT) 340,91 317.62
Provision tor Tax 115.14 106.24
Profit after Tax 225 77 211 56
Balance brought forward from
previous year 729.33 542.79
Profit available for appropriation 955.11 754.37
Appropriation: Issue of Bonus Shares - 25,04
Adjustment Relating to Carrying
amount of Assets 3,59
Balance Carried to Balance Sheet 951,11 729.33
Paid-up Capital 895.62 746.35
Reserve and Surplus 1220,09 1147.18
During the year under review company has recorded turnover of Rs,
8921.56 lacs as against the previous year turnover of 6147.68 lacs
which show 7 64 % increase in comparison with the previous year. Profit
before tax rose to all most 6 77% as compare to previous year. The net
profit after fax of the company increased to Rs.225.77 lacs against the
Rs 211.56 lacs in previous year.
dividend
in view of requirement of financial resources and considering the
future requirements of funds, your Directors are unable to recommend
any Dividend for the year ended 31st March 2015
DIRECTOR S RESPONSIBILITY STATEMENT
The Directors confirm that:
In fine preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
They 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 end of the financial year and of the profits of the
Company for that period;
They have taken proper and sufficient cane for the maintenance of
adequate accounting records in accordance with the previsions of the
Companies Act, 2013.. for safeguarding the assets of the Company and
fur preventing and delecting fraud and other irregularities:
They have prepared the annual accounts on a going concern basis:
They have laid down internal hnancral controls for the Company and such
internal financial controls are adequate and operating effectively: and
They have devised proper systems to ensure compliance wilh the
provisions of all applicable taws and such systems are adequate and
operating effectively
BOARD Or DIRECTORS ACT KEY MANAGERIAL
PERSONNEL
Mr. Gopal D. Khichadia- Director will retire at the ensuing Annual
General Meeting and, being eligible, offer himself for re- election,
The Board of Directors appointed Mrs. Anjana Pagarlhar as an Additional
Director with effect from 30"' may, 2015, to hold office up to the date
of forthcoming Annual General Meeting. Being eligible, Mrs. Anjena
Pagadhar offered herself to be appointed as the Independent Director of
your Company. As per the provisions of the Companies Act, 2013.
Independent Directors are required to he appointed tor a term of five
consecutive years, but sha I be eligible for reappointment on passing
uf a special resolution by the Company and shall not be liable to
retire by rotation The Independent Directors of your Company have given
the certificate of independence to your Company stating that they meet
the criteria of independence as mentioned under Section 149 (6) of the
Companies Ad, 2013.
Ihe policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of Director, and also remuneration fur Key Managerial
Personnel and other employees forms part of Corporate Governance Report
of this Annual Report.
MEETINGS OF THE BOARD OF DIRECTORS
During the current financial year, (he Board of Directors of the
Company duly met Proper notices was given and the proceedings were
properly recorded and signed in the Minutes Book as required by the
Articles of Association of the Company and the Act.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in ihe financial statements RE LA TED PARTY TRANS AC T IONS
A detailed report on contracts and arrangements made during the year
2014-15, being arms length transactions have been reported and annexed
hereto in this report.
EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES
(APPOINTMENT & REMUNERATION! RULES. 2014
As provided under Section 62(3) of the Act, the extract of annual
return is given in Annexure III in (he prescribed Form MGT-9, which
forms part of this report.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public within
the meaning of the Companies (Acceptance of Deposits) Rules 2014 during
the year.
UNCLAIMED DIVIDEND
There is no balance lying in unpaid equity dividend account as company
has not declared any dividend .
INSURANCE
All the properties and the insurable interest of the company including
building, plants and machinery and slocks wherever necessary and to the
extent required have been adequately insured
AUDITORS
On the recommendation of Audit committee pursuant to Ihe provisions of
Section 139 & 142 and older applicable provisions, it any. of Ihe
Companies Act, 2013 and rules made there under M/s. P. Ghanshyam & Co .
(Firm Registration No 1Q3153W), Chartered Accountants, were appointed
as the Statutory Auditors of the Company in Iasi AGM to hotd office
till conclusion this Annual General Meeting have offer themselves for
re appointment on a remuneration to be deaded by the Board of Directors
of company.
AUDITORS' REPORT
In the opinion of the directors, Lite notes to the accounts in auditors
report are self-explanatory and adequacy explained the matters, which
are dealt with by the auditors.
PQLUTIONAND ENERGY CONSERVATION AND FOREIGN EXCHANGE
Company s texturing plants are running with electricity which ora
supplied by the Pasghim Gujarat Vij Company Limited The plants are
periodically checked as a measure of periodical maintenance to minimal
break down and energy conservation. However company production
facilities do not offer much scope for energy conservation The Company
has installed Lhe Wind Turbine and dunnq the year tolai 9.66 lacs units
were generated. Company has obtained credit of these unites against its
electricity consumption at its factory, The particulars regarding
technology absorption and Foreign exchange earnings and outgo pursuant
to Section 134 (m) of the Companies Ad, 2013 are as under
Conservation of Energy
Particulars 2014-15 2013-14
A. Power and Fuel Consumption
1. Electricity
(a) Purchase 21.24 17.13
Total units (in lacs kw) 21.24 17.13
Tota Amount (in lacs Rs.) 156.46 113.92
Ftale/unit (in R&.) 7.37 6.65
(b) Own Generation
Wind mill (units in lacs) 9.66 11.66
(Credit was given in Electric Bill of
RS. 71.21 lacs which amounts to
Rs. 7.37 per unit)
2. Diesel N.A N.A
3. Furance Oil N.A N.A
4. Others N.A N.A
B. Consumption per unit of production
Production of Micro Irrigation Pipes
6 Fittings (Kgs.) 3658610 8257959
Electncity Consumed per Kgs, Of
Pipes (in Units)
C. Technology absorption
The Companys Plant is running satisfactorily No other technology is
involved in companys facilities other than wind power generation.
D. Foreign exchange i nflow/outf low
Foreign Exchange innow (Rs. In lacs} 0 0
Foreign Exchange Outflow (Rs. In lacs) 12 469.99
CORPORA TE GO VERNA NQE
As per clause 52 of the Listing Agreement with the Stock Exchange, the
report of the Corporate Governance and the Certificate of the Auditors
of the Company in respect of compliance thereof are appended hereto and
forming part of this report.
EMPLOYEE STOCK OPTION PLAN (ESOP)
pursuant to the provisions of Section 62(T)(bj and all other provisions
if any. of the Companies Act 291 including any modification or
re-enactment thereof for the time being in force) and the rules made
there under, and in accordance with (he provisions of (he Memorandum
and Articles of Association of the Company, the Listing Agreement with
the Stock Exchangers}, the provisions contained the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations
2014 (hereinafter referred to as "SEBl Regulations) (and any other
prescribed rules, ifcgulations/guidelines of Securities and Exchange
Board of India "SEBJ'lor any other relevant authority, from time to
lime to the extent applicable and subject to such other approvals,
permissions and sanctions as may ho necessary, the approval and consent
of Members in EGM date 5th FEBRUARY .2015 be and is hereby granted to
Board of Directors of the Company (herein referred to as the "Board
which term shall be deemed to mctude any Committee{s) constituted or to
be constituted by the Board to exercise its powers including the powers
conferred by this Resolution) to Introduce and Implement Captain
Polyplast Limited Employee Stock Option Plan 2CH4(CPL ESOP 2914" or
"PJan') to create, grant, offer issue and aSlol el any time or to the
benefit of such person(s) who are in the permanent employment of the
Company including Directors (other than Promoters of (he Company,
Independent Directors and Directors lidding directly or indirectly more
than 10% of the outstanding Equity Shares of the Company) whether whole
(ime or otherwise, hereinafter collectively referred to as "Eligible
Employee) not more than 4,45,Q0D(Four Lac Forty Five Thousand} employee
stock oplions(ESOPs) exercisable into not more than 4,45,000 (Four Lac
Forty Five Thousand) Equity Shares of the company underCPL ESOP 2014"
in one or more tranches, and on such terms and conditions as may be
fixed or determined by (he Board in accuidance with the provisions of
law or regulations issued by the relevant authority and each option
shall be exercisable tor one Equity Share of face value of Rs 10/- each
fully paid up,
BONUS
In accordance with (he provisions of Section 63 of the Companies Act,
2013 read with Rule 14 of the Companies (Share Capital and Debentures),
Rules 2014 the Company has issued 14,92,705 equity shares of Rs.1G/-
each as Bonus Shares to Ihy exiting shareholders of the Company in the
proportion one (1) new fully Paid-up Equity Shane of Rs. 10- each for
every Five (5) Equity Share of Rs. 10/- each held on the record date
26/07/2914 . Allotment of bonus shares were done on 28/07/2014.
APPREC1A TiONS AND ACKNOWLEDGMENTS
Your Directors express their sincere gratitude for the assistance and
co-operation extended by customers, various Government, Semi-Government
and Local Authorities, Suppliers, Shareholders, business associates.
Your Directors also wish to place on record their deep appreciation for
the dedication and hard work put by the employees at all levels towards
the growlh of the Company. Last but not the least, the Board of
Directors wish to (hank the Investor/ Shareholders tor their support,
co-operation and faith in the Company
For and on behalf of the Board
Registered Office: By order of the Board
UL25, Royal Complex,
Bhulkhana Chowk,
Dhebar Road, Rajkot. Sd/- Sd/-
Ramesh D. Khichadia Ashok K. Patel
Managing Director Whole time
Director
Date -30.05.2015
Place : Rajkot
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