Mar 31, 2018
To
The members Fluidomat Ltd.
The Directors have pleasure in presenting 42ndAnnual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2018.
FINANCIAL RESULTS:
The Summarized financial results for the year as under :
(Rs. In Lakhs)
Particulars |
Year ended on |
||
31.03.2018 |
31.03.2017 |
||
Revenue from Operations |
2405.48 |
2797.87 |
|
Other Income |
109.52 |
99.91 |
|
Total Income |
2515.00 |
2897.78 |
|
Total Expenditure except Interest and Depreciation |
2130.77 |
2415.04 |
|
Profit before Interest, Depreciation & Tax (EBIDTA) |
384.23 |
482.74 |
|
Less: Interest |
0.09 |
0.00 |
|
Less: Depreciation |
69.87 |
68.74 |
|
Profit before Tax |
314.27 |
414.00 |
|
Less: (a) Current Tax |
94.21 |
145.76 |
|
(b) Deferred Tax |
(12.62) |
(6.51) |
|
Net Profit for the Year |
232.68 |
274.75 |
|
Reserves & Surplus |
2606.01 |
2477.11 |
|
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) |
4.72 |
5.58 |
|
Paid up Equity Share Capital |
492.70 |
492.70 |
REVIEW OF OPERATIONS /STATE OF AFFAIRS:
The highlights of the Companyâs performance are as under:
For the year ended on March 31, 2018 the Company has posted a total revenue of Rs. 2471.92 lakhs (net of Excise duty) as against Rs. 2652.29 lakhs (net of Excise duty) in the previous year, representing a marginal decrease of 6.80%.
For the year ended March 31, 2018 the Company has achieved Earnings before Interest, Depreciation and Tax (EBIDTA) of Rs. 384.23 lakhs as against the EBIDTA of Rs. 482.74 lakhs during the previous year.
The Net Profit of the Company for the year 2017-18 was Rs. 232.68 lakhs compared to Rs. 274.75 lakhs during the previous year. The company holds total unexecuted orders about Rs. 1988.00 lakhs as on 31.03.2018.
Earnings per share (EPS) for the year 2017-18 stood at Rs. 4.72 compared to EPS Rs. 5.58 of previous year.
DIVIDEND:
Your Board of Directors are pleased to recommend a dividend of Rs.1.75(17.50%) on Equity Share of Rs.10/- each for the year ended March 31, 2018. (Previous year Rs.1.75 (17.50%) per Equity Share of Rs.10/- each).The above dividend would be paid subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs.103.95 Lakhs including Dividend Distribution Tax of Rs.17.72 Lakhs.
TRANSFER TO RESERVES:
During the year, your company has voluntarily transferred Rs 100.00 Lakhs to the General Reserves, Previous year Rs. 100.00 Lakhs.
SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2018 was Rs. 492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is no change in Equity share Capital of the Company during the year. Your company do not hold any instruments convertible into the equity shares of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNELS:
Executive Directors and KMPs
The Company is having adequate Key Managerial Personnelâs as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnelâs during the year under review. However, at the Annual General Meeting (AGM) held on September 26, 2017 the Members had re-appointed Shri Kunal Jain as the whole-time Director(DIN 01475424) w.e.f. May 01, 2018 for a further term of Five years.
Declaration for Independency of Independent Directors
The Company have received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
Independent Directors seeking re-appointment:
Pursuant to the provision of section 149(10) of the Companies Act, 2013 a term of five consecutive years on the Board of the Company of Shri Khushal Chandra Jain (DIN 00007916), Shri Mahendra Kumar Shah (DIN 00014556) and Shri Praful Turakhia (DIN 00366398) as Independent Directors will be completed on 31st March, 2019.
However, they are eligible for re-appointment on passing of special resolution for a second term of five consecutive years. Therefore, the Board in their meeting held on 13thAugust, 2018 upon the recommendation of the Nomination and Remuneration Committee has recommended their re-appointment w.e.f. 1st April, 2019 to 31st March, 2024. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting.
Further that Shri Khushal Chandra Jain (DIN 00007916) has attained the age of 75 years, during his tenure on 7thJanuary, 2018, therefore, the Company has proposed to pass special resolution as included in the Item No. & resolution No. 5 of the Notice. Directors liable to retire by rotation seeking re-appointment:
ShriAshok Jain, (DIN 00007813), the Chairman and Managing director is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No. 4 of the Notice.
Executive Directors seeking re-appointment:
The tenure of Shri. Ashok Jain as the Managing Director will be completed on 30th June, 2019 further he shall also attend the age of 70 years on 04/01/2019; therefore, the Board upon the recommendation of the Nomination and Remuneration Committee has re-appointed him for a further period of five years w.e.f. 1th July, 2019. Your Board of directors recommends top as special resolution as per the proviso of section 196(3)(a) of the Companies Act, 2013 to that effect as set out in the notice of the Annual General Meeting and justification for re-appointing him is being annexed in the explanatory statement.
BOARD MEETING AND THE BOARD:
A. Number of meetings of the Board:
Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings was not exceeding 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details of the meetings, please refer the Corporate Governance Report which forms part of this report.
B. Policy on Directorsâ appointment and remuneration:
The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPâs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:-http://www.fluidomat.com. The details of the same are also covered in Corporate Governance Report forming part of this annual report.
C. Board Evaluation:
The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.
The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.
COMMITTEES OF THE BOARD:
In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five(5) committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholdersâ Relationship Committee
(d) Corporate Social Responsibility Committee (CSR)
(e) Risk Management Committee (Voluntarily constituted)
Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.
DIRECTORSâ RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;
a) In the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed;
b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates havebeen made 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, 2018 and of the profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
AUDITORS AND THEIR REPORT:
A. Statutory Auditors:
In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. C.P. Rawka & Co., Chartered Accountants, (Firm RegistrationNo. 000518C) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 41stAnnual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in calendar year 2022. The Auditors have confirmed that they eligible to continuing as Auditors of the Company. Further, as per amendment made in section 139 of the Companies Act, 2013 which came in to force w.e.f. 7th May, 2018, the company is not required to ratify the their appointment.
The Auditors Report and the Notes on financial statement for the year 2017-18 referred to in the Auditorâs Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.
B. Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit under this act was not applicable to Company during the year 2017-18.
C. Secretarial Auditors:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s D.K. Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the year 2017-18. The Secretarial Auditors in their report for the year 2017-18 has confirmed the compliances by the Company as covered in their report.
The Report of the Secretarial Audit for the year 2017-18 in the F orm MR-3 is annexed herewith as âAnnexure-1
D. Disclosure of frauds against the Company:
There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2017-18.
TRANSACTIONS WITH RELATED PARTIES:
The Company has not entered into any material contracts, with the related parties during the year 2017-18 and other contracts or arrangements were in the ordinary course of business on arms length basis, which were approved by the Audit Committee and the Board from time to time. Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to disclose in the prescribed form AOC-2 and may be treated as not applicable. However, the related party transactions as covered under Indian Accounting Standards (Ind AS 24) have been disclosed in the Note No. 41 of the financial statements for the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts of law which would have impact on the going concern status of the Company and its future operations.
CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company does not have any subsidiary, associate or joint venture, therefore the requirement for consolidation of the Financial Statements are not applicable to the Company.
PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:
Your company does not have any subsidiary, associate or joint venture company at the beginning or any time during the year 2017-18 therefore, the disclosure in the Form AOC-1 is not applicable to the Company.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from the general public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.Further that the Company has not accepted any deposits in contravention of the provisions of the Chapter V of the Companies Act, 2013 and rules made thereunder.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:
The Board of Directors has devised systems,policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companyâs policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews the internal control systems to ensure they remain effective andare achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are inturn reviewed at regular intervals. Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companyâs internal financial controls during the year that have materially affected, or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not provided any loans, guarantees and not made any investments pursuant to section 186 of the Companies Act, 2013 except the investments made by the company in the quoted Mutual Funds during the year under review. Details of which are as under:-
Sr. No. |
Name of the Mutual Fund |
Investment Amount (in Rs.) |
1 |
IDFC Sterling Equity Fund (Growth option) |
20,00,000.00 |
2 |
DSP BR Small & Midcap Fund (Growth option) |
20,00,000.00 |
3 |
L&T Emerging Business Fund (Growth option) |
20,00,000.00 |
4 |
Tata India Cunsumer Fund (Growth option) |
20,00,000.00 |
TOTAL |
80,00,000.00 |
The investment made by the company are within the limit prescribed u/s 186 of the Companies Act, 2013.
The Company has given advance against salary or otherwise to employees of the Company as per the Companyâs policy. EXTRACT OF ANNUAL RETURN:
The Extract ofthe Annual Return in form MGT-9 for the year ended 31stMarch, 2018 is annexed herewith as âAnnexure-2â. The same is available at www.fluidomat.com
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In view of the requirement under section 135 ofthe Companies Act, 2013, and the rules made their under, the company is having CSR Committee and policy for CSR indicating the activities to be undertaken by the Company. Report on CSR as per Rule 8 of the Companies (CSR Policy) Rules, 2014 is enclosed as âAnnexure-3â of this Report.
CORPORATE GOVERNANCE:
Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company that effect form part of this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure-4â.
INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:
The Company has framed âAnti-Sexual Harassment Policyâ at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints with allegations of sexual harassment were reported during the year under review.
RISK MANAGEMENT:
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companyâs website at the link:(http://www.fluidomat.com/investor-relation/) and the same is being attached with this Report as âAnnexure-5
All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.
PARTICULARS OF EMPLOYEES:
The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:
A. Ratio of the remuneration of each director to the median employeeâs remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:
S. No |
Name |
Designation |
Remuneration for the year 2017-18(Rs.) |
Remuneration for the year 2016-17(Rs.) |
Increse In Remuneration (Rs.) |
Percentage of Increase In Remunera tion |
Ratio Between Directorâs Remuneration and Median Remuneration |
1 |
Shri Ashok Jain |
CMD |
44,44,389 |
44,21,784 |
22,605 |
0.51% |
21.46 |
2 |
Shri Kunal Jain |
WTD |
35,00,948 |
32,12,102 |
2,88,846 |
9.00% |
17.44 |
3 |
Radhica Sharma |
WTD |
27,36,600 |
24,02,186 |
3,34,414 |
13.92% |
13.66 |
4 |
*Shri Khushal Chandra Jain |
Independent Director |
Nil |
Nil |
NA |
NA |
NA |
5 |
*CA Mahendra Kumar Shah |
Independent Director |
Nil |
Nil |
NA |
NA |
NA |
6 |
*Shri Praful R Turakhia |
Independent Director |
Nil |
Nil |
NA |
NA |
NA |
7 |
Mrs. Monica Jain |
CFO |
11,60,364 |
10,98,250 |
62,114 |
5.66% |
5.77 |
8 |
CS Devendra Kumar Sahu |
CS |
4,34,906 |
3,57,904 |
77,002 |
21.51% |
2.26 |
*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R. Turakhia Independent Directors were paid sitting fees for attending the Meetings of the Board.
B. The percentage increase in the Median remuneration of employees in the financial year: 18.13%.
C. The number of permanent employees on the Roll of the Company as on 31stMarch, 2018: 198.
D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Based on Remuneration Policy of the Company, salary of the employees was increased at average 10% and managerial remuneration was increased at 7.81% this is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.
E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
The Company affirms that remuneration is as per the remuneration policy of the Company:
F. Name of the top 10 employees in terms of remuneration drawn in the financial year 2017-18:
A statement of top-10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as âAnnexure-6â.
G. Details of employees who received remuneration in excess of Rs. One crore and Two lakh or more per annum:
i. During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakh or more per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore there is no information is available to disclose.
ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.
TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:
Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2010-11 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement ofthe IEPF rules on due date.
The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company.
PROVISION OF VOTING BY ELECTRONIC MEANS:
Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.
INDUSTRIAL RELATIONS:
Companyâs Industrial relations continued to be healthy, cordial and harmonious during the period under review.
ACKNOWLEDGEMENTS:
Your directors place on record their appreciation of the continued support extended during the year by the companyâs customers, business associates, suppliers,bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support.
Your directors would also like to thank all the shareholders for their continued faith in the company and expect the same in future.
For and on behalf of the Board
Place: Indore Ashok Jain
Date 13thAugust, 2018 Chairman & Managing Director
DIN 00007813
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 39th Annual Report on
the business and operations of the Company together with the audited
financial statements for the financial year ended March, 31 2015.
FINANCIAL RESULTS:
The Summarized financial results for the year as
under: (Rs. In Lacs)
Particulars Year ended on
31.03.2015 31.03.2014
Revenue from Operations (Net) 2710.02 2744.50
Other Income 107.51 78.92
Total Income 2817.53 2823.42
Total Expenditure 1953.67 1923.10
Profit before Interest, Depreciation
& Tax (EBIDTA) 863.86 900.32
Less: Interest 0.12 0.28
Less: Depreciation 72.01 51.78
Profit before Tax 791.73 848.26
Less: (a) Current Tax 261.74 273.32
(b) Deferred Tax (2.55) -
Net Profit for the Year 532.54 570.14
Add: Surplus brought forward from
previous year 1355.01 1043.39
Amount available for Appropriation 1887.55 1613.53
Appropriations:
(a) Transferred to General Reserve 100.00 100.00
(b) Proposed Dividend on Equity Shares 135.49 135.49
(c) Tax on Proposed Dividend 27.58 23.03
Surplus carried to the Balance Sheet 1624.48 1355.01
Paid up Equity Share Capital 492.70 492.70
EPS (Equity Shares of Rs. 10/- each)
Basic & Diluted (in Rs.) 10.81 11.57
REVIEW OF OPERATIONS /STATE OF AFFAIRS:
The highlights of the Company's performance are as under:
Your company posted total revenue of Rs. 2817.53 lacs for the financial
year 2014-15 as against Rs. 2823.42 lacs in the corresponding period of
previous year.
During the current financial year company has booked the orders of Rs.
2970.74 lacs as against the order booking of Rs. 2868.95 lacs in the
last financial year, an increase of 3.54%.
However net sales during the financial year 2014-15 has been slightly
decreased by 1.25% to 2710.02 lacs as compared to net sales of Rs.
2744.50 lacs in the previous year due to non receipt of dispatch
clearances from the clients on account of various factor of their
project implementation status.
The profit before tax stood at Rs. 791.73 lacs as against Rs. 848.26
lacs in the previous year. The net profit for the year stood at Rs.
532.54 lacs compared to Rs. 570.14 lacs of previous year. Reasons of
decrease in profit include increase in depreciation; due to change in
depreciation method and payment of CSR expenses besides lower sales.
The EPS for the year stood at Rs. 10.81 compared to EPS Rs. 11.57 of
previous year.
DIVIDEND:
The Directors of your Company are pleased to recommend a dividend of
Rs.2.75 (27.50%) per Equity Share of Rs.10/- each for the year ended
March 31,2015. (Previous year Rs.2.75 (27.50%) per Equity Share of Rs.
10 each). The above dividend would be paid subject to approval by the
Members in the ensuing Annual General Meeting. The proposed dividend
will absorb Rs.163.08 lacs including Dividend Distribution Tax of
Rs.27.58 lacs. This dividend is tax free in the hands of the
shareholders.
TRANSFER TO RESERVES:
During the year, your company has transferred Rs 100.00 Lacs to the
General Reserves. (Previous year Rs. 100.00 Lacs).
SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2015 was Rs. 492.70
Lakhs divided into 49.27 Lakhs equity shares of Rs. 10/- each. There is
no change in Equity share Capital of the Company during the year. Your
directors or promoters do not hold any instruments convertible into the
equity shares of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Executive Directors and KMPs :
At the Annual General Meeting (AGM) of the Company held on September
26, 2014 the Members had appointed Mrs. Radhica Sharma (DIN 006811597)
as a Whole-time Director and designated her as the Dy. Managing
Director, Shri Kunal Jain (DIN 01475424) as Whole-time Director and
designated him as the executive Director and Shri Ashok Jain continuing
as the Chairman & Managing Director, these directors are considered as
the executive directors and Key Managerial Personnel's of the Company.
Independent Directors :
CA Mahendra Kumar Shah, (DIN 00014556), Shri Khushal Chandra Jain (DIN
00007916) and Shri Praful Ratilal Turakhia (00366398) were appointed as
the Independent Directors under the Companies Act, 2013 for a term of 5
years with effect from 1st April 2014.
The Company has received necessary declaration from each independent
director under Section 149(6) of the Companies Act, 2013 that they meet
the criteria of Independence and Clause 49 of the Listing Agreement.
Other Key Managerial Persons :
The Board has appointed Mrs. Monica Jain as a Chief Financial Officer
and CS Ritu Tiwari as a Company Secretary w.e.f. 01st April, 2014 on
the recommendation of the Nomination & Remuneration Committee and
designated them as the Key Managerial Personnel. Further that CS Ritu
Tiwari due to her personal reason has resigned from the post of Company
Secretary w.e.f 23rd December, 2014 and the Board has appointed CS
Devendra Kumar Sahu as a Company Secretary w.e.f. 23rd March, 2015
designated as a Key Managerial Personnel.
Directors seeking re-appointment:
Shri Ashok Jain, (DIN 00007813), director is liable to retire by
rotation at the ensuing annual general meeting and being eligible
offers himself for re-appointment. Further that the tenure of Shri
Ashok Jain as a Chairman & Managing Director is being completed on 30th
June, 2016, therefore, the Board upon the approval of the Nomination
and Remuneration Committee has re-appointed him for a further period of
three years w.e.f. 1st July, 2016. Your directors recommend to pass
necessary resolutions to that effect as set out in the notice of the
Annual General Meeting.
BOARD MEETING AND THE BOARD:
A. Number of meetings of the Board:
Four (4) meetings of the Board were held during the year. For details
of the meetings of the Board, please refer to the Corporate Governance
Report which forms part of this report. The intervening gap between any
two meetings was within the period prescribed by the Companies Act,
2013.
B. Policy on Directors' appointment and remuneration:
The Company's Policy is to have an appropriate mix of executive and
independent Directors to maintain the independence of the Board and
separate its function of governance and management.
The Policy for Directors' appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under section
178(3) is uploaded on Company's website. (Link:-
http://www.fluidomat.com/ investor-relation.html) and has been attached
to this Report as "Annexure-1"
C. Board Evaluation:
Pursuant to the Provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out an annual evaluation of
its own performance.
The performance evaluation of all the independent directors have been
done by the entire Board excluding the director being evaluated. On the
basis of performance evaluation done by the Board, determines whether
to extend or continue their terms of appointment, whenever the
respective term expires.
The directors expressed their satisfaction with the evaluation process.
COMMITTEES OF THE BOARD:
In accordance with the Companies Act, 2013 and other purposes the Board
has the following six (6) committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk Management Committee
(e) Corporate Social Responsibility Committee (CSR)
(f) Internal Complaints Committee (ICC) under the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this report. DIRECTORS'
RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) of the Companies Act, 2013, your
directors, to the best of their knowledge and belief and according to
the information and explanations obtained by them in the normal course
of their work, state that, in all material respects;
a) In the preparation of the annual financial statements for the year
ended March 31,2015, the applicable accounting standards have been
followed;
b) Appropriate accounting policies have been selected, applied
consistently and judgment and estimates have been made 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 profit of the
company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going
concern basis;
e) Proper internal financial controls were in place and the financial
controls were adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
AUDITORS AND THEIR REPORT:
A. Statutory Auditors:
The Company's Auditors M/s J.P. Saraf & Co., Chartered Accountants, who
were appointed as the statutory auditors for a term of three years at
the Annual General Meeting of the Company held on 26th Sept., 2014 are
eligible for ratification of their appointment for the year 2015-16.
They have confirmed their eligibility under section 141(3)(g) of the
Companies Act, 2013.
The Notes on financial statement for the year 2014-15 referred to in
the Auditor's Report are self-explanatory and do not call for any
further comments. The Auditor's report does not contain any
qualification, reservation or adverse remark.
B. Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, amended time to time,
The provision regarding Cost Audit under this act is not applicable to
Company during the year 2014-15. The Company has filed the Cost Audit
Report of the Company for the year 2013-14 on dated 23.09.2014.
C. Secretarial Auditors:
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s D.K. Jain & Co.,
Company Secretaries to undertake the Secretarial Audit of the Company.
The Secretarial Auditors in their report for the year 2014-15 has
confirmed the compliances by the Company as covered in their report.
In the matter of their observations, for late filing of certain forms
like Form DIR-12, MGT-10, etc, were due to procedural requirement, and
the same were filed with the additional filing fee as well as approved
by the Registrar/MCA also. The Report of the Secretarial Audit for the
year 2014-15 in the Form MR-3 is annexed herewith as "Annexure-2".
D. Disclosure of frauds against the Company:
In terms of the provisions of section 134(3)(ca) of the Companies Act,
2013, there were no fraud committed against the Company by any person
under section 143(12) during the year 2014-15. Further that there were
no frauds which needs to be reported by the Auditors of the Company to
the Central Government.
TRANSACTIONS WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 in the prescribed form
AOC-2 is Nil is appended as "Annexure-3" to the Board's report. The
Company has not entered into any material contracts, with the related
parties during the year 2014-15 and other contracts or arrangement is
in the ordinary course of business on arms length basis, which were
approved by the Audit Committee and the Board from time to time.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company does not have any subsidiary, associate or joint
venture, therefore the requirement for consolidation of the Financial
Statements are not applicable to the Company.
PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:
Your company does not have any subsidiary, associate or joint venture
company at the beginning or any time during the year 2014-
15 therefore, the disclosure in the Form AOC-1 is not applicable to the
Company.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from the general public and
as such, no amount on account of principal or interest on deposits from
public was outstanding as on the date of the balance sheet. Further
that the Company has not accepted any deposits in contravention of the
provisions of the Chapter V of the Companies Act, 2013 and rules made
thereunder.
MATERIAL CHANGES AND COMMITMENTS 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
this financial statements relate and the date of report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not provided any loans, guarantees and not made any
investments pursuant to Section 186 of the Companies Act, 2013. The
Company has given advance against salary or otherwise to employees of
the Company as per the terms of appointment and the Company's policy on
which no interest was charged.
EXTRACTOFANNUAL RETURN:
The Extract of the Annual Return in form MGT-9 for the year ended 31st
March, 2015 is annexed herewith as "Annexure-4". CORPORATE SOCIAL
RESPONSIBILITY (CSR):
In view of the requirement under the Companies Act, 2013, the Board
have constituted Corporate Social Responsibility Committee (CSR) and
adopted policy for CSR. The CSR indicating the activities to be
undertaken by the Company was adopted by the Board on the
recommendation of CSR Committee. Report on CSR as per Rule 8 of the
Companies (CSR Policy) Rules, 2014 is prepared and the same is enclosed
as "Annexure-5" of this Report.
CORPORATE GOVERNANCE
In terms of the SEBI Circulars No. CIR/CFD/POLICY CELL/7/2014 dated
September 15, 2014, the compliance of clause 49 is not mandatory to the
Company after 1st Oct., 2014. However, your Company firmly believes and
adopts the highest standard of practice under Corporate Governance. A
separate section on Corporate Governance and a certificate from
Auditors of the Company regarding compliance of the conditions of
Corporate Governance as stipulated under clause 49 of the listing
agreement with the Stock exchange form part of this Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure-6".
INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:
The Company has framed 'Anti-Sexual Harassment Policy' at workplace
and has constituted Internal Complaints Committee (ICC) as per the
requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules made thereunder. No
complaints with allegations of sexual harassment were reported during
the year under review.
RISK MANAGEMENT:
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the risk management plan for
the Company. The Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your company has a Vigil Mechanism in place which also includes a
whistle blower policy in terms of the listing agreement for Directors
and employees of the Company to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimization
on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial
statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy
of the Company can be accessed on the Company's website at the link:
(http://www.fluidomat.com/investor-relation.html) and the same is being
attached with this Report as "Annexure-7".
All the employees have the right/option to report their
concern/grievance to the Chairman of the Audit Committee. During the
year under review no protected disclosure from any Whistle Blower was
received by the designated officer under the Vigil Mechanism.
PARTICULARS OF EMPLOYEES:
The information required under section 197(12) of the Companies Act,
2013 read with Rule 5(1) and 5(2) of the Companies (Appointment &
remuneration of Management Personnel) Rules, 2014 are given below:
A. Ratio of the remuneration of each director to the median employee's
remuneration and the percentage increase in remuneration of each
Director & Key Managerial Personnel:
S. No Name Designation Remuneration Remuneration
for the year for the year
2014-15 2013-14
(Rs.) (Rs.)
1 Shri Ashok Jain CMD 41,68,560 29,35,940
2 Shri Kunal Jain WTD 23,43,200 21,44,424
3 Radhica Sharma WTD 19,78,418 10,51,701
4 *Shri Khushal Independent Nil Nil
Chandra Jain Director
5 *CA Mahendra Independent Nil Nil
Kumar Shah Director
6 *Shri Praful Independent Nil Nil
R Turakhia Director
7 Mrs. Monica Jain CFO 10,05,400 Nil
8 **CS Ritu Tiwari CS 1,34,268 Nil
9 **CS Devendra CS 6,376 Nil
Kumar Sahu
**CS Ritu Tiwari **CS Devendra Kumar Sahu
Name Increase In Percentage Ratio
Remuneration of Increase Between
In Remuneration Director or
KMP and Median
Employee
Shri Ashok Jain 12,32,620 41.98% 33.21
Shri Kunal Jain 1,98,776 9.27% 18.67
Radhica Sharma 9,26,717 88.11% 15.76
*Shri Khushal Chandra Jain NA NA NA
*CA Mahendra Kumar Shah NA NA NA
*Shri Praful R Turakhia NA NA NA
Mrs. Monica Jain NA NA NA
**CS Ritu Tiwari NA NA NA
**CS Devendra Kumar Sahu NA NA NA
Note:
*Shri Khushal Chandra Jain, CA Mahendra Kumar Shah and Shri Praful R.
Turakhia Independent Directors were paid sitting fees for attending the
Meetings of the Board.
** Since this information is for part of the year, the same is not
comparable
B. The percentage increase in the Median employees remuneration in the
financial year: 9.12%
C. The number of permanent employees on the Roll of the Company as on
31st March, 2015: 200
D. The Explanation on the Relationship between average increase in
remuneration and Company performance:
On an average, employee received an annual increase of 10% in India.
The individual increments varied from 4% to 15% based on individual
performance.
E. Comparison of the remuneration of the Key Managerial Personnel (KMP)
against the performance of the Company:
Aggregate remuneration of KMP in Financial
Year 2014-15 (In Rs.) 96,36,515
Revenue (In Rs.) 28,17,53,063
Remuneration of KMPs (as % of revenue) 3.42%
Profit before tax (PBT) (InRs.) 7,91,72,933
Remuneration of KMPs (as % of PBT) 12.17%
F. Variation in the Market Capitalization of the Company and Price
earning ratio:
Paticulars March 31,2015 March 31,2014 Change in %
Market Capitalization
(Rs. in crores) 126.72 42.69 196.83%
P/E Ratio 23.79 9.63 147.04%
G. Comparison between Share quotation and last public offer:
Price quotation on 31st Last public offer Change in % (Increase
March 2015 (31.03.2015) in the year 1994 or Decrease)
Rs.257.20 Rs. 10.00 2472% (Increased)
H. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
This is based on Remuneration Policy of the Company that rewards people
based on their contribution to the success of the company and also
ensures that external market competitiveness and internal relativities
are taken care of.
I. The key parameters for any variable component of remuneration
availed by the Directors:
The key parameters for variable component of remuneration availed by
the directors are as per the Remuneration Policy of the Company.
J. Ratio of the remuneration of the highest paid director and employees
who are not directors but receive remuneration excess of Highest paid
director during the year: None.
K. Affirmation that the remuneration is as per the Remuneration Policy
of the Company:
The Company affirms that remuneration is as per the remuneration policy
of the Company:
L. Details of employees who received remuneration in excess of Rs. 60
Lakhs or more per annum:
During the year, none of the employees received remuneration in excess
of Rs. 60 Lakhs or more per annum. In accordance with the provisions of
Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Therefore there is no information to disclose in terms of the
provisions of the Companies Act, 2013.
PROVISION OF VOTING BY ELECTRONIC MEANS:
Your Company is providing E-voting facility under section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015. The details regarding e-voting
facility is being given with the notice of the Meeting.
INDUSTRIAL RELATIONS:
Company's Industrial relations continued to be healthy, cordial and
harmonious during the period under review.
ACKNOWLEDGEMENTS:
Your directors place on record their appreciation of the continued
support extended during the year by the company's customers, business
associates, suppliers, bankers, investors and government authorities.
They also place on record their appreciation of the dedication and
contributions made by all the employees for their commitment, hard work
and support.
Your directors would also like to thank all their shareholders for
their continued faith in the company and its future.
For and on behalf of the Board
Place : Indore Ashok Jain
Date: 14th August, 2015 Chairman & Managing Director
DIN 00007813
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 38th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2014.
FINANCIAL RESULTS:
The summarised financial results for the year are as under::
(Rs. In Lacs)
Particulars 31.03.2014 31.03.2013
Revenue from operation 2744.50 3020.02
Other Income 78.92 37.41
Total Income 2823.42 3057.43
Total Expenses 1923.10 2241.38
Profit before Interest,
Depreciation &Tax (EBIDTA) 900.32 816.05
Less: Interest 0.28 1.71
Less: Depreciation 51.78 46.48
Profit before Tax 848.26 767.86
Less: (a) Current Tax 273.32 250.64
(b) Deferred Tax 4.80 4.50
Net Profit for the year 570.14 512.72
Add: Surplus brought forward from
previous year 1043.39 774.78
Amount available for appropriation 1613.53 1287.50
Appropriations:
(a) Transferred to General Reserve 100.00 100.00
(b) Proposed Dividend on Equity Shares 135.49 123.18
(c) Tax on Proposed Dividend 23.03 20.93
Surplus Carried to Balance Sheet 1355.01 1043.39
Paid up Equity Share Capital 492.70 492.70
Earning per share (Rs.10/- each)
Basic & Diluted (in Rs.) 11.57 10.41
DIVIDEND:
The Directors of your company are pleased to recommend a dividend @
27.50% i.e. Rs. 2.75 per Equity Share of Rs. 10 each for the year
ended 31st March, 2014 (previous year 25% i.e. Rs. 2.50 per Equity
Share of Rs. 10 each). Above dividend would be paid subject to
approval by the members in the ensuing Annual General Meeting. The
proposed dividend will absorb Rs. 158.52 lacs including Dividend
Distribution Tax of Rs. 23.03 lacs. This dividend is tax free in the
hands of the share holders.
OPERATING REVIEW:
The financial year 2013-2014 faced difficult economic situation with
delays in decision making at Government and industry level and delays
in project execution with liquidity crunch. This resulted in fall in
sales by approximate 9%. The Company increased its focus on spare
sales and replacement business and thus was able to improve the
profitability even with lower sales. Profit after tax for the year
under review increased by 11% as compared to previous year. During the
year EPS has increased to Rs. 11.57 as against EPS of Rs. 10.41 in the
corresponding previous year.
DIRECTORS:
The Board in its meeting held on 10th February, 2014 has appointed Smt.
Radhica Sharma as the Additional Director as well as Women Director of
the Company, liable to retire by rotation and further as Whole-time
Director and designated her as the Deputy Managing Director of the
Company w.e.f. 10.02.2014 for a period of three years.
Mr. Kunal Jain has been re-appointed as the Whole-time Director of the
Company w.e.f. 01/05/2015 for a further period of three years.
Further CA Mahendra Kumar Shah, Mr. Khushal Chandra Jain and Mr. Praful
Ratilal Turakhia the existing independent directors are further
proposed to be appointed as Independent Directors for a term of 5 years
as per requirement of section 149 of the Companies Act, 2013 as well as
Clause 49 of the Listing Agreement to hold the office till 31st March,
2019.
The Company also proposes to increase the remuneration payable to Shri
Ashok Jain, the Chairman & Managing Director w.e.f. 1st June, 2014 for
the remaining part of his tenure.
The Company has received notice in writing from the members as required
under section 160 of the Act for proposal for appointment of Smt.
Radhica Sharma as a Director and all the Independent Directors of the
Company at the ensuing Annual General Meeting.
The Independent Directors have submitted a declaration confirming that
they meet the criteria for independence as provided in section 149(6)
of the Act and are eligible for appointment as Independent Directors of
the Company.
In the opinion of the Board the above said three directors fulfill the
conditions specified in the Act and the Rules made there under as per
the Clause 49 of the Listing Agreement for their appointment as
Independent Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, and based on the representation received from the operating
management, the Directors hereby confirm that:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there is no material
departure;
b. they have selected such accounting policies and applied them
consistently and made judgments and estimates that have been 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 of
the company for the year under review;
c. they have taken proper and sufficient care to the best of their
Knowledge and ability for the maintenance of adequate accounting
records in accordance with the provision of this Act. They confirm that
there are adequate systems and controls for safeguarding the assets of
the company and for preventing and detecting frauds and other
irregularities;
d. they have prepared the annual accounts for the financial year ended
31st March, 2014 on a going concern basis;
AUDITORS:
M/s J.P.Saraf & Co., Chartered Accountants, Indore, Statutory Auditors
of the Company, hold the office until the ensuing Annual General
Meeting. The said Auditors have furnished the Certificate of their
eligibility for re- appointment.
Pursuant to the provisions of section 139 and other applicable
provisions, if any, of Companies Act, 2013 read with Rule 3 of
Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint
M/s J.P.Saraf & Co., Chartered Accountants (ICAI Firm Registration No.
006430C), the retiring Auditors of the Company as Statutory Auditors of
the Company from the conclusion of this Annual General Meeting (AGM)
till the conclusion of the Forty First AGM of the Company to be held in
the year 2017 (subject to ratification of their appointment at every
AGM) on such remuneration as may be decided & fixed by the board on the
recommendations of the Audit Committee.
AUDITORS'' REPORT:
The report of the auditors of the Company and notes to the accounts are
self explanatory and therefore do not call for any further comments and
may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956. COST AUDITORS:
Pursuant to the directives of the Central Government under the
provisions of section 148 and all other applicable provisions of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules
2014, the Company is not required to appoint the Cost Auditors for the
year 2014-15. The Cost Audit Report for the year 2013-14 would be filed
to the Central Government within the stipulated time.
SECRETARIAL COMPLIANCE CERTIFICATE:
Compliance Certificate has been obtained from M/s D.K. Jain & Co. in
terms of the provisions of section 383A(1) of the Companies Act, 1956
which is being annexed to the Directors'' Report, which is
self-explanatory and needs no comments.
Annexure B
FIXED DEPOSITS:
Your company has not accepted any fixed deposit within the meaning of
Section 58A and 58AA of the Companies Act, 1956, and as such no amount
of principal or interest was outstanding as on the Balance Sheet date.
INSURANCE:
The Company has taken adequate insurance cover for all movable &
immovable assets for various types of risks.
INDUSTRIAL RELATIONS:
Company''s Industrial relations continued to be healthy, cordial and
harmonious during the period under review.
HEALTH AND SAFETY:
The safety and security of the workers are important things for
building healthy work environment. The Company has taken effective
measures in the field of health care and safety. Your Company has
conducted following activities for building healthy work culture:
1. Regular medical check-up.
2. Medical aid facility for the workers and placement of first aid
boxes at several places.
3. Ensuring safety of the workers by displaying signs, cautionary
board, emergency phone calling system.
4. Vaccination facilities for contagious diseases.
5. Conducting training programs on the job and after job.
6. Conducting lectures for awareness of hygiene and cleanness.
7. Training to fire marshals and display their contact numbers at
various locations.
Your Company believes that healthy and happy working environment is the
fundamental right of every employee and to provide the same as a duty
of the Company. Your Company is committed towards providing a healthy
working environment in every possible way.
ENVIRONMENTAL PROTECTION:
Your company believes that clean surrounding and healthy environment
adds to the efficiency of the workers. Your Company believes that it is
responsibility of the Company to maintain the ecological balance for
sustainable development. Your company aims towards maintaining the
harmony and rhythm of the eco system. The eco friendly initiatives
adopted by your Company includes:
1. Optimum use of natural resources
2. Implementing the 3R system, reduce, re-use and recycle.
3. Tree plantation campaigns.
4. Regular internal environmental checks.
5. Reduction in process waste.
6. Storage and disposal of hazardous wastes as per statutory
requirements.
7. Certification of ISO 14001.
CORPORATE SOCIAL RESPONSIBILITY:
Your directors have constituted the Corporate Social Responsibility
Committee (CSR Committee), comprising of CA Mahendra Kumar Shah, as the
Chairman and Shri Khushal Chandra Jain, Smt. Radhica Sharma and Shri
Praful Ratilal Turakhia, members of the Committee as per requirement of
the section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a CSR Policy indicating the
activities to be undertaken by the Company, monitoring the
implementation of the frame work of the CSR Policy and recommending the
amount to be spent on CSR activities.
CORPORATE GOVERNANCE:
Your Company firmly believes and adopts the highest standard of
practice under Corporate Governance. A separate section on corporate
governance and a certificate from Auditors of the Company regarding
compliance of the conditions of corporate governance as stipulated
under clause 49 of the listing agreement with the stock exchanges form
part of this annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules 1988 have been annexed herewith as
Annexure
G. ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the Central
Government, State Governments and Company''s Bankers, for the assistance
and co-operation and encouragement they extended to the Company. Your
Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of
Investors, Customers, Vendors and Employees in ensuring an excellent
all around operational performance.
FOR & ON BEHALF OF THE BOARD
Place : INDORE ASHOK JAIN
Dated :14th August, 2014 CHAIRMAN & MANAGING DIRECTOR
DIN-00007813
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 37th Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March, 2013.
FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March
31,2013 is summarized below:
(Rs. In Lacs)
Particulars 31.03.2013 31.03.2012
Revenue from operation 3020.02 2684.65
Other Income 37.41 26.92
Total Income 3057.43 2711.57
Total Expenses 2242.31 2138.62
Profit before Interest,
Depreciation &Tax (EBIDTA) 815.12 572.95
Less: Interest 1.71 0.34
Less: Depreciation 46.48 40.57
Profit before Tax 766.93 532.04
Less:(a) Current Tax 249.71 176.24
(b) Deferred Tax 4.50 (2.07)
Net Profit for the year 512.72 357.87
Add: Surplus brought forward
from previous year 774.78 497.49
Amount available for appropriation 1287.50 855.36
Appropriations:
(a) Transferred to General Reserve 100.00 9.00
(b) Proposed Dividend on Equity Shares 123.18 61.59
(c) Tax on Proposed Dividend 20.93 9.99
Surplus Carried to Balance Sheet 1043.39 774.78
Paid up Equity Share Capital 492.70 492.70
Earning per share (Rs.10/- each)
Basic & Diluted (in Rs.) 10.41 7.26
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 2.50 per
share i.e. 25% (previous year 12.50%) for the financial year ended
March 31, 2013. Above dividend would be paid subject to approval by the
Members in the ensuing Annual General Meeting (AGM). The proposed
dividend will absorb Rs. 144.11 lacs including Dividend Distribution
Tax of Rs. 20.93 lacs.
OPERATIONAL REVIEW:
In the financial year 2012-13, the company continued its strong growth
with consistent performance. Total revenue (including other income)
increased by 12.75% to Rs. 3057.43 lacs as against Rs. 2711.57 lacs for
the previous year. Profit after tax for the year under review
increased by 43.27% as compared to previous year. The company has
generated cash profits of Rs. 563.70 Lacs as against Rs. 396.37 Lacs in
the corresponding previous year. During the year EPS has increased by
43% to Rs. 10.41 as against EPS of Rs. 7.26 in the corresponding
previous year.
FIXED DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of
principal or interest was outstanding as of the balance sheet date.
CORPORATE GOVERNANCE:
Your Company firmly believes and adopts the highest standard of
practice under Corporate Governance. A separate section on corporate
governance and a certificate from Auditors of the Company regarding
compliance of the conditions of corporate governance as stipulated
under clause 49 of the listing agreement with the stock exchanges form
part of this annual report.
DIRECTORS:
The Board consists of executive and non-executive Directors including
independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company CA M.K. Shah, Shri
K.C. Jain and Shri Kunal Jain liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible offers themselves
for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section of 217(2AA) of the
Companies Act, 1956, your Directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31, 2013 and the profit of the Company for the year ended on that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the Company have been prepared on a going
concern basis. AUDITORS:
M/s J. P. Saraf & Co., Chartered Accountants, Indore, the statutory
Auditors of the Company retires at the close of this Annual General
Meeting and is eligible for re-appointment. The Company has received
confirmation from the Auditors that their re-appointment will be within
the limits prescribed under section 224(1B) of the Companies Act, 1956.
The Audit Committee of the Board has recommended their re-appointment.
The necessary resolution is being placed before the shareholders for
approval.
AUDITORS'' REPORT:
The report of the auditors of the Company and notes to the accounts are
self explanatory and therefore do not call for any further comments and
may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956.
COST AUDITORS:
M/s G.K.Gupta & Co., Cost Accountants in whole-time practice, are
re-appointed as the cost auditors of the Company for the financial year
2013-14 to conduct cost audit of the accounts maintained by the
company, in respect of the company''s products prescribed under Cost
Audit Rules,2011.
Pursuant to the provisions of section 209(1)(d) of the Companies Act,
1956, Company was subjected to maintain Cost Accounting Record and was
required to file compliance Report to the MCA for the financial year
2011-12. Accordingly Compliance Report for the period 01.04.2011 to
31.03.2012 issued by M/s GK. Gupta & Company, Cost Auditors was filed
with the Ministry of Corporate Affairs (M.C.A.) on December 13, 2012.
The due date for filing the said report with MCA was February 28, 2013.
The Cost Audit Report for the financial year 2012-13, in respect of the
Company''s Products prescribed under Cost Audit Rules 2011, is due to be
filed with MCA on or before September 27, 2013 (being within 180 days
from the end of reporting year). The cost audit report will be filed
with the Central Government as per the timelines.
SECRETARIAL COMPLIANCE CERTIFICATE:
Compliance Certificate has been obtained from M/s D. K. Jain & Co. in
terms of the provisions of section 383A(1) of the Companies Act, 1956
which is being annexed to the Directors'' Report, which is
self-explanatory and needs no comments. Annexure B
INSURANCE:
The Company has taken adequate insurance cover for all movable &
immovable assets for various types of risks.
INDUSTRIAL RELATIONS:
Company''s Industrial relations continued to be healthy, cordial and
harmonious during the period under review.
HEALTH AND SAFETY:
The safety and security of the workers are important things for
building healthy work environment. The Company has taken effective
measures in the field of health care and safety. Your company has
conducted following activities for building healthy work culture:
1. Regular medical check-up
2. Medical aid facility for the workers and placement of first aid
boxes at several places
3. Ensuring safety of the workers by displaying signs, cautionary
board, emergency phone calling system.
4. Conducting training programs on the job and after job.
5. Conducting lectures for awareness of hygiene and cleanness.
6. Training to fire marshals and display their contact numbers at
various locations.
Your Company belief that healthy and happy working environment is the
fundamental rights of every employee and to provide the same as a duty
of the company. Your company is committed towards providing a healthy
working environment in every possible way.
ENVIRONMENTAL PROTECTION:
Your company believes that clean surrounding and healthy environment
adds to the efficiency of the workers. Your company believes that it is
responsibility of the company to maintain the ecological balance for
sustainable development. Your company aims towards maintaining the
harmony and rhythm of the eco system. The eco friendly initiatives
adopted by your company includes:
1. Optimum use of natural resources
2. Implementing the 3R system, reduce, re-use and recycle.
3. Tree plantation campaigns.
4. Regular internal environmental checks.
5. Reduction in process waste.
6. Storage and disposal of hazardous wastes as per statutory
requirements.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) is not a new Concept in India.
The only new is that the focus has been shifted from making profits to
meeting societal challenges.
Corporate Social Responsibility is the continuing commitment by
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
Your company is dedicated to serve the society at large. Commitment
towards health, safety and environment protection are the core values
of the company. The company is continuously making efforts to preserve
the environment by undertaking various measures such as plantation of
trees, encouraging paperless transactions, optimum use of natural
resources, etc.
Your company shall continue to undertake more activities and
initiatives to improve the quality of life and society at large.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules 1988 have been annexed herewith as
Annexure A.
G. ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the Central
Government, State Governments and Company''s Bankers, for the assistance
and co-operation and encouragement they extended to the Company. Your
Directors also wish to place on record their sincere thanks and
appreciation for the continuing support and unstinting efforts of
Investors, Customer, Vendors and Employees in ensuring an excellent all
around operational performance.
BY ORDER OF THE BOARD
Place: INDORE ASHOK JAIN
Dated: 13th August, 2013 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2012
The Directors have pleasure in presenting the 36th Annual Report
together with the Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS:
The financial performance of the Company, for the year ended March 31,
2012 is summarized below :
(Rupees in Lacs)
Particulars 2011-12 2010-11
Revenue from operation 2684.65 2021.94
Other Income 26.92 18.14
Total Income 2711.57 2040.08
Total Expenses 2138.62 1652.14
Profit before Interest, Depreciation
&Tax (EBIDTA) 572.95 387.94
Less: Interest 0.34 6.71
Less: Depreciation 40.57 35.97
Profit before Tax 532.04 345.26
Less: (a) Current Tax 176.24 119.22
(b) Deferred Tax (2.07) (4.62)
Net Profit for the year 357.87 230.66
Add: Surplus brought forward from previous year 497.49 291.94
Amount available for appropriation 855.36 522.60
Appropriations:
(a) Transferred from Debenture Redemption Reserve - (32.15)
(b) Transferred to General Reserve 9.00 -
(c) Proposed Dividend on Equity Shares 61.59 49.27
(d) Tax on Proposed Dividend 9.99 7.99
Surplus Carried to Balance Sheet 774.78 497.49
Paid up Equity Share Capital 492.70 492.70
Earning per share (Rs.10/- each) Basic &
Diluted (in Rs.) 7.26 4.68
DIVIDEND: Your Directors are pleased to recommend a dividend of Rs.
1.25 per share i.e. 12.50% (previous year 10%) for the financial year
ended March 31, 2012. Above dividend would be paid subject to approval
by the Members in the ensuing Annual General Meeting (AGM). The
proposed dividend will absorb Rs. 71.58 lacs including Dividend
Distribution Tax of Rs. 9.99 lacs. The dividend payment is recommended
in accordance with company policy to pay sustainable dividend linked to
long term growth objectives of the company to be met by internal cash
accruals. OPERATIONAL REVIEW: In the financial year 2011-12, the
company continued its strong growth with consistent performance. Total
Revenue (including other Income) increased by 33% to Rs. 2711.57 lacs
as against Rs. 2040.08 lacs for the previous year. Profit before tax
for the year under review increased by 54% as compared to previous
year. During the year EPS have increased by 55% to Rs. 7.26 as against
EPS of Rs. 4.68 in the corresponding previous year.
FIXED DEPOSITS: Your Company has not accepted any public deposit within
the meaning of provisions of section 58A of the Companies Act, 1956
read with the Companies (Acceptance of Deposit) Rules, 1975 and as such
no amount of principal or interest was outstanding as of the balance
sheet date.
CORPORATE GOVERNANCE: Your Company firmly believes and adopts the
highest standard of practice under Corporate Governance. A separate
section on corporate governance and a certificate from Auditors of the
Company regarding compliance of the conditions of corporate governance
as stipulated under clause 49 of the listing agreement with the stock
exchanges form part of this annual report.
DIRECTORS: The Board consists of executive and non-executive Directors
including independent Directors who have wide and varied experience in
different disciplines of corporate functioning.
Shri Deepak Kemkar did not offer himself for re-appointment at the
Annual General Meeting held on 26th Sept., 2011, therefore ceased to be
the Director on the Board of the Company. The Board places its sincere
appreciation for the valuable guidance and contribution made by Shri
Deepak Kemkar through his long time association with the Company.
In terms of Articles of Association of the Company Shri Praful R.
Turakhia and Shri Ashok Jain retire by rotation at the forthcoming
Annual General Meeting and being eligible offers themselves for
re-appointment.
The tenure of the Managing Director, Shri Ashok Jain is ending on 30th
June, 2013, therefore, your Directors proposes for his re-appointment
for a further period of three years w.e.f. 1st July, 2013. Your
Directors proposes for approval of the members at the forthcoming
Annual General meeting and recommends to pass necessary resolutions to
that effect as set out in the notice of the annual general meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section of 217(2AA) of the
Companies Act, 1956, your Directors state that:
In the preparation of accounts, the applicable accounting standards
have been followed.
Accounting policies selected were applied consistently. Reasonable and
prudent judgments and estimates were made so as to give a true and fair
view of the state of affairs of the Company as at the end of March 31,
2012 and the profit of the Company for the year ended on that date.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
The annual accounts of the Company have been prepared on a going
concern basis.
AUDITOR: M/s J. P. Saraf & Co., Chartered Accountants, Indore, the
statutory Auditors of the Company retires at the close of this Annual
General Meeting and is eligible for re-appointment. The Company has
received confirmation from the Auditors that their re-appointment will
be within the limits prescribed under section 224(1B) of the Companies
Act, 1956. The Audit Committee of the Board has recommended their
re-appointment. The necessary resolution is being placed before the
shareholders for approval.
AUDITORS' REPORT: The report of the auditors of the Company and notes
to the accounts are self explanatory and therefore do not call for any
further comments and may be treated as adequate compliance of section
217(3) of the Companies Act, 1956.
COST AUDITOR: M/s G.K.Gupta & Co., Cost Accountant in whole-time
practice, has been appointed as the cost auditor of the Company for
conducting the cost audit of Company's product i.e. Fluid Couplings for
the financial year 2012-13.
Pursuant to the provisions of section 209(1)(d) of the Companies Act,
1956, Company is subject to maintenance of Cost Accounting Record and
is required to file Compliance Report to the MCA for the financial year
2011-12 . Accordingly Company has maintained the prescribed cost
records and the compliance certificate shall be filed to the MCA within
the stipulated time by the Company.
SECRETARIAL COMPLIANCE CERTIFICATE: Compliance Certificate has been
obtained from M/s D. K. Jain & Co. in terms of the provisions of
section 383A(1) of the Companies Act, 1956 which is being annexed to
the Directors' Report, which is self-explanatory and needs no comments.
Annexure B
INSURANCE: The Company has taken adequate insurance cover for all
movable & immovable assets for various types of risks.
INDUSTRIAL RELATIONS: Company's Industrial relations continued to be
healthy, cordial and harmonious during the period under review. HEALTH
AND SAFETY: The safety and security of the workers are important things
for building healthy work environment. The Company has taken effective
measures in the field of health care and safety. Your Company has
conducted following activities for building healthy work culture:
1. Regular medical check-up
2. Medical aid facility for the workers and placement of first aid
boxes at several places
3. Ensuring safety of the workers by displaying signs, cautionary
board, emergency phone calling system.
4. Conducting training programs on the job and after job.
5. Conducting lectures for awareness of hygiene and cleanness.
6. Training to fire marshals and display their contact numbers at
various locations.
Your Company belief that healthy and happy working environment is the
fundamental rights of every employee and to provide the same as a duty
of the Company. Your Company is committed towards providing a healthy
working environment in every possible way.
ENVIRONMENTAL PROTECTION: Your Company believes that clean surrounding
and health environment adds to the efficiency of the workers. Your
Company believes that it is responsibility of the Company to maintain
the ecological balance for sustainable development. Your Company aims
towards maintaining the harmony and rhythm of the eco system. The eco
friendly initiatives adopted by your Company includes:
1. Optimum use of natural resources
2. Implementing the 3R system, reduce, re-use and recycle.
3. Tree plantation campaigns.
4. Regular internal environmental checks.
5. Reduction in process waste.
6. Storage and disposal of hazardous wastes as per statutory
requirements.
CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility (CSR)
is not a new Concept in India. The only new is that the focus has been
shifted from making profits to meeting societal challenges.
Corporate Social Responsibility is the continuing commitment by
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
Your Company is dedicated to serve the society at large. Commitment
towards health, safety and environment protection are the core values
of the Company. The Company is continuously making efforts to preserve
the environment by undertaking various measures such as plantation of
trees, encouraging paperless transactions, optimum use of natural
resources etc.
Your Company shall continue to undertake more activities and
initiatives to improve the quality of life and society at large.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rules 1988 have been annexed herewith.
G. ACKNOWLEDGEMENTS: Your Directors place on record their gratitude to
the Central Government, State Governments and Company's Bankers for the
assistance, co-operation and encouragement they extended to the
Company. Your Directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting
efforts of Investors, Customer, Vendors and Employees in ensuring an
excellent all around operational performance.
BY ORDER OF THE BOARD
Place: Indore ASHOK JAIN
Date: 13th August, 2012 CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2010
The Directors are pleased to present the 34th Annual Report of the
company alongwith the Audited Accounts for the year ended 31 st March,
2010.
FINANCIAL RESULTS (Rupees in Lacs)
Particulars 2009-10 2008-09
Net Sales 1812.77 1431.77
Other income 11.86 7.48
Total income 1824.63 1439.25
Total Expenses 1481.81 1167.17
Operating Profit (PBIDT) 342.82 272.08
Interest 14.17 22.65
Depreciation 33.99 30.62
Profit before Taxation 294.66 218.81
(a) Current Tax 102.42 80.33
(b) Deferred Tax 0.10 (1.55)
(c) Fringe Benefit Tax 0.00 2.64
Extra Ordinary/Exceptional Items (Net) (0.19) (2.26)
Net Profit after Interest, 192.33 139.65
Depreciation & Tax
Paid up Equity Share Capital 492.70 494.95
Reserves 365.24 171.78
Earning per share - Basic 3.90 2.83
Diluted 3.53 2.58
DIVIDEND :
Your Company continued to demonstrate improved business and
profitability performance in the year 2009-10-too, but considering the
need to conserve resources for capital investment in fixed assets and
working capital requirement to meet the envisaged business growth, your
Directors do not recommend dividend on equity shares for the year.
OPERATING RESULTS AND BUSINESS: Despite global financial crisis in last
two three years, Indias Economic growth is steadily gaining momentum,
led by encouraging sustained growth in Industrial activity during the
year under report. In these challenging times, your Companys
performances reflects continuous substantial growth year after year.
Your company has achieved an over all turnover growth of 26.6% while
the operating profit and profit before taxes recorded growth of 26.1% &
34.7% respectively during the year under report over the previous year.
To meet the increasing demand of Co.s product, the company has
increased skilled manpower in all section, besides various steps taken
for vendors development.
During the first quarter of the current year (2010-11), the company has
secured orders worth Rs. 793 Lacs as against Rs. 476 Lacs during the
previous year. Dispatches during the 1st quarter is Rs. 433 lacs
against Rs. 202 lacs during the previous year. The pending orders as on
01.07.2010 under execution is Rs. 1442 lacs with 9 months remaining of
the financial year for further order bookings. The company has track
record of growth during last five years.
CORPORATE GOVERNANCE: Your Company firmly believes and adopts the
highest standard of practice under Corporate Governance. A separate
section on corporate governance and a certificate from Auditors of the
company regarding compliance of the conditions of corporate governance
as stipulated under clause 49 of the listing agreement with the stock
exchanges form part of this annual report. DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning.
In terms of Articles of Association of the Company Shri K.C. Jain, Shri
M.K. Shah-and Shri Kunal Jain, retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers themselves for re-
appointment.
Your Directors proposes for the approval of the members at the
forthcoming Annual General meeting and recommends to pass necessary
resolution to that effect as set out in the notice of the annual
general meeting.
DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions
of section of 217(2AA) of the Companies Act, 1956, your directors state
that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the company as at the end of March
31, 2010 and the profit of the company for the year ended on that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities. - The annual
accounts of the company have been prepared on a going concern basis.
AUDITORS:
M/s J. P. Saraf & Co., Chartered Accountants Indore, the statutory
Auditors of the company retires at the close of this Annual General
Meeting and is eligible for re-appointment. The Company has received
confirmation from the Auditors that their re- appointment will be
within the limits prescribed under section 224(1 B) of the Companies
Act, 1956. The Audit Committee of the Board has recommended their
re-appointment. The necessary resolution is being placed before the
shareholders for approval.
AUDITORS REPORT:
The report of the auditors of the company and notes to the accounts are
self explanatory and therefore do not call for any further comments and
may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956. INSURANCE:
The Company has taken adequate insurance cover for all movable &
immovable assets for various types of risks. FIXED DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 and as such no amount of
principal or interest was outstanding as of the balance sheet date.
INDUSTRIAL RELATIONS:
Companys Industrial relations continued to be healthy, cordial and
harmonious during the period under review. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE
EARNINGS AND OUTGO: Information as required under section 217(1 )(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of the Board of Directors) Rules 1988 have
been annexed herewith.
G. ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the Central
Government, State Governments and companys Bankers and IFCI for the
assistance, co- operation and encouragement they extended to the
company. Your directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting
efforts of Investors, Customers, Vendors and Employees in ensuring an
excellent all around operational performance.
For & On Behalf of the Board
ASHOK JAIN
CHAIRMAN & MANAGING DIRECTOR
Place: INDORE
Dated: 30th July 2010
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