Mar 31, 2016
Dear Members,
The Directors have pleasure to present Thirtieth Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2016.
FINANCIAL RESULTS (Rs. in Lacs)
PARTICULARS |
Year ended 31.03.2016 |
Year ended 31.03.2015 |
Revenue from Operations |
3,89,353 |
4,03,991 |
Earning Before Interest, Tax, Depreciation and |
17,566 |
18,662 |
Amortization (EBITDA) |
|
|
Finance Cost |
12,281 |
12,294 |
Depreciation |
1,456 |
1,528 |
Profit Before Tax (PBT) |
3,829 |
4,840 |
Provision for :- |
|
|
Income Tax/Adjusted for earlier years (Net) |
957 |
1,875 |
Deferred Tax |
58 |
(50) |
Profit / (Loss) After Tax (PAT) |
2,814 |
3,015 |
FINANCIAL PERFORMANCE
During the year under review your Company''s top line performance is lower than previous financial year. Your Company''s Revenue from Operations is Rs. 3,89,353 Lacs as against Rs.4,03,991 Lacs for the corresponding previous year.
Your Company''s export turnover is Rs.56,832 Lacs as compared to Rs.64,145 Lacs for the corresponding previous year.
The EBITDA for the year is Rs.17,566 Lacs as compared to Rs.18,662 Lacs in the corresponding previous year. The Profit Before Tax is Rs.3,829 Lacs (Rs.4,840 Lacs in F.Y 2014-15) and Profit After tax is Rs.2,814 Lacs (Rs.3,015 Lacs in F.Y 2014-15).
Major reasons for lower performance includes global economic slowdown, slowdown in the domestic manufacturing and infrastructure sector and excess supply in Indian steel industry leading to lower demand and sales realization.
Your Directors are confident to improve the performance in the current Financial Year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as SEBI (LODR) Regulations, 2015}, is attached separately to this Annual Report.
DIVIDEND
The Board of Directors (the Board) has recommended dividend @ 4% on 55,01,022 Redeemable Cumulative Preference Shares for the Financial Year 2015-16.
Keeping in mind the need to conserve resources, your Board did not recommend any dividend on Equity Shares for the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the Board has appointed Mr. Munish Mohan as Nominee Director of IDBI Bank Limited with effect from (w.e.f.) 5th August, 2015.
The Board has appointed Mr. Nagalingam Goli as Chief Executive officer of the Company w.e.f. 31st August, 2015 and Mr. Ashok Sharma as Chief Financial Officer w.e.f. 1st September, 2015.
Mr. P. Srikrishna, Managing Director of the Company resigned w.e.f. close of working hours on 31st March, 2016. Subsequent to this, Mr. Nagalingam Goli was appointed as an Additional Director of the Company w.e.f. 1st April, 2016 and also appointed Mr. Nagalingam Goli as Managing Director of the Company w.e.f. 1st April, 2016 subject to the approval of the Equity Shareholders of the Company. Consequent to his appointment as Managing Director, Mr. Goli ceased to be Chief Executive officer of the Company.
The Equity Shareholders of the Company have approved the appointment of Mr. Nagalingam Goli as Director and also as Managing Director of the Company through Postal Ballot on 19th May, 2016.
The Board has extended its deepest gratitude to Mr. P. Srikrishna for his long association, dedication, commitment and outstanding contribution for the growth of the Company.
Mr. Anil Nawal and Mr. Ashok Sharma have resigned from the position of Chief Financial Officer w.e.f. 31st August, 2015 and 1st February, 2016, respectively. Subsequently, the Board has appointed Mr. Mahesh Jain as Chief Financial Officer w.e.f. 12th February, 2016.
The Board has placed on record its appreciation for the contributions made by Mr. Anil Nawal and Mr. Ashok Sharma during their tenure.
Further, Mr. Santosh Shahra will attain the age of 70 years on 16th December, 2016 and hence pursuant to the provisions of Section 196(3) of the Companies Act, 2013 continuation of his employment requires the approval of Equity Shareholders by way of a special resolution. Keeping the same in mind, the Board has approved appointment of Mr. Santosh Shahra as Whole-time Director (designated as Executive Chairman) of the Company for a period of three years, w.e.f. 17th December, 2016 subject to the approval of the Equity Shareholders of the Company by Special Resolution in the ensuing Annual General Meeting. Independent Directors have given declaration that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013.
RETIRE BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Santosh Shahra, Whole-Time Director of the Company, retires by rotation and being eligible, offers himself for reappointment.
BOARD EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, its Committees and the Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
AUDIT COMMITTEE
The Audit Committee comprises three Directors namely, Mr. Navin Khandelwal, Mr. Rajesh Nema and Mr. Nagalingam Goli. Mr. Navin Khandelwal, Independent Director is Chairman of the Audit Committee.
The composition of the Audit Committee meets the requirements of the provisions of Section 177 of the Companies Act, 2013 and of Regulation 18 of the SEBI (LODR) Regulations, 2015.
There are no recommendations of the Audit Committee which have not been accepted by the Board during the period under review.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available at the Company''s website.
BOARD MEETINGS
During the year under review 5 (Five) Board Meetings were held on 28th May 2015, 5th August 2015, 3rd November 2015, 5th February 2016 and 30th March 2016. The details are given in the Corporate Governance Report. The gap between two meetings did not exceed one hundred and twenty days as provided under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) the accounting policies had been selected and applied 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 Financial Year ended 31st March, 2016 and of the profit of the Company for that period;
c) proper and sufficient care had 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 accounts had been prepared on a going concern basis;
e) internal financial controls, to be followed by the Company, had been laid down and these controls are adequate and were 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.
RELATED PARTY TRANSACTIONS
The transactions entered into with all the related parties during the financial year were on arm''s length basis and in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee and also the Board, pursuant to applicable provisions of SEBI (LODR) Regulations, 2015 & Companies Act, 2013. Prior omnibus approval of the Audit Committee was obtained for the transactions which were repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions is placed before the Audit Committee and also the Board of Directors. The policy on Related Party Transactions as approved by the Board, is available at the Company''s website. Details of Related Party Transactions are given in "Annexure-A."
RISK MANAGEMENT
The Board has constituted a Risk Management Committee to assess risks in the operations of business of the Company, to mitigate and minimize risks assessed, periodic monitoring of risks and other matters to be delegated to the Committee by the Board from time to time.
Following are the members of the Committee :
1. Mr. Santosh Shahra : Chairman
2. Mr. Nagalingam Goli : Member
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has during the year under review undertaken projects mainly in the area of Health of the people. The project is largely in accordance with Schedule VII to the Companies Act, 2013 and the Company''s CSR Policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure-B" forming part of this report.
AUDITORS
(a) Statutory Auditors :
The Equity Shareholders of the Company in their Twenty Eighth Annual General Meeting held on 6th September, 2014 had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of Companies Act, 2013 and Rules made there under to appoint Gupta Saharia & Co., Chartered Accountants (FRN No. 103446W), as the Statutory Auditor of the Company for the period of five years commencing from the conclusion of Twenty Eighth Annual General Meeting until the conclusion of Thirty Third Annual General Meeting.
The Board of Directors of the Company has, pursuant to the provisions of Section 139, recommended the ratification of appointment of Gupta Saharia & Co., Chartered Accountants (FRN No. 103446W), for the approval of the Equity Shareholders from the conclusion of Thirtieth Annual General Meeting till the conclusion of Thirty First Annual General Meeting.
The Auditors'' Report to the Members for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
(b) Cost Auditors :
Pursuant to provisions of Section 148 and other applicable provisions of the Companies Act 2013, the Board of your Company has re-appointed M. Goyal & Co., Cost Accountants (FRN No. 000051) as the Cost Auditor of the Company for the financial year 2016-17. The said Auditors have confirmed that their appointment, if made, shall be within the limits as prescribed under Section 141(3) of the Companies Act, 2013. The Cost Audit Report with Annexure shall be submitted along with full information and explanation on every reservation or qualification contained therein, if any, to the Central Government within stipulated time period.
The Cost Audit Report for the financial year ended 31st March, 2015 was filed with the Central Government (Ministry of Corporate Affairs) vide SRN S42953240.
(c) Secretarial Auditor :
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 had appointed Mr. Ashish Garg, Company Secretary in Practice (FCS 5181/CP 4423) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
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-D".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed as "Annexure-E".
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements and are within the limits.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of financial disclosures.
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has formulated a mechanism called "Vigil Mechanism/Whistle Blower Policy" for directors and employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and provided a framework to protect employees wishing to raise a concern about serious irregularities within the Company.
The policy permits all the directors and employees to report their concerns to the Competent Authority, Managing Director of the Company and if the Whistle Blower believes that there is a conflict of interest between the Competent Authority and the Whistle Blower, he/she may send his/her protected disclosure directly to the Chairman of the Audit Committee.
The policy with the name and address of the Competent Authority, Managing Director of the Company and Chairman of the Audit Committee has been communicated to the employees by uploading the same on the website of the Company.
DEPOSITS
Your Company did not accept any deposit from the Public during the year under review.
INSURANCE
Your Company''s Fixed Assets have been adequately insured.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying with the norms of Corporate Governance and complying all the mandatory requirements as specified in Clause 49 of the Listing Agreement for the period from 1st April, 2015 to 30th November, 2015 and in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 for the period from 1st December, 2015 to 31st March, 2016. A detailed report on Corporate Governance along with Certificate from Statutory Auditors confirming the compliance of the conditions of Corporate Governance is attached separately to this Annual Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure-F," forming part of this report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors state that during the year under review, there was no complaint filed/pending pursuant to the provisions of "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".
MATERIAL CHANGES AND COMMITMENTS
There is no material change and commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2016 and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS
The Securities and Exchange Board of India (SEBI) has issued an ex-parte ad-interim order on 24th May, 2016 against the Company and restrained the Company from buying, selling or dealing in the securities market, either directly or indirectly, in any manner whatsoever, till further directions and given the Company time of 21 days from the date of the Order to file its objections, if any, or request for personal hearing before SEBI. The Company shall file detailed reply to SEBI and take necessary action in the matter shortly.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep sense of gratitude to the Central , State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.
The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.
The Board specially thank to the shareholders for their continued confidence and faith in the Company.
For and on behalf of the Board of Directors
Place : Indore Santosh Shahra
Date : 27th May, 2016 Executive Chairman
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure to present Twenty Ninth Annual Report on
the business and operations of the Company along with the Audited
Statement of Accounts for the Financial Year ended 31st March, 2015.
FINANCIAL RESULTS ( in Lacs)
PARTICULARS Year ended Year ended
31.03.2015 31.03.2014
Revenue from Operations (Gross) 4,03,991 3,64,111
Earning Before Interest, Tax,
Depreciation and Amortisation (EBITDA) 18,662 17,867
Finance Cost 12,294 11,494
Depreciation 1,528 2,057
Profit Before Tax (PBT) 4,840 4,316
Provision for :-
Income Tax/Adjusted for earlier years (Net) 1,875 1,376
Deferred Tax (50) (106)
Profit / (Loss) After Tax (PAT) 3,015 3,046
Add: Profit b/f from previous year 16,155 13,364
Amount available for appropriation 19,170 16,411
Surplus carried to Balance Sheet 18,912 16,155
FINANCIAL PERFORMANCE
During the year under review your Company's top line performance was
better than previous year. Your Company's Revenue from Operations
increased to 4,03,991 Lacs as against 3,64,111 Lacs for the
corresponding previous year.
Your Company has achieved export turnover of 64,145 Lacs as compared to
38,112 Lacs for the corresponding previous year.
The EBIDTA for the year was higher by 4.45% to 18,662 Lacs as compared
to 17,867 Lacs in the corresponding previous year. The Profit Before
Tax was 4,840 Lacs ( 4,316 Lacs in F.Y 2013-14) and Profit After tax
was 3,015 Lacs ( 3,046 Lacs in F.Y 2013-14).
Your Directors are confident to improve the performance in the current
Financial Year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, forming part of this report as
required under Clause 49 (VIII)(D) of the Listing Agreement with the
Stock Exchanges is attached separately to this Annual Report.
DIVIDEND
The Board of Directors (Board) has recommended dividend @ 4% P.A. on
55,01,022 Redeemable Cumulative Preference Shares for the Financial
Year 2014-15.
Keeping in mind the need to conserve resources, the Board did not
recommend any dividend on Equity Shares for the year under review.
DIRECTORS
The Board had appointed Mrs. Neha Singhania as Additional Director of
the Company in the category of Independent Woman Director with effect
from 28th, June 2014. Thereafter, at the Annual General Meeting (AGM)
of the Company held on 6th September, 2014, the Members of the Company
appointed Mrs. Neha Singhania as Independent Woman Director under the
Companies Act, 2013 (the Act) for a period from 28th June, 2014 to 31st
March, 2019.
At the said AGM held on 6th September, 2014, the Members had also
appointed the existing Independent Directors namely, Mr. Navin
Khandelwal and Mr. Rajesh Nema, as Independent Directors under the Act,
each for a term of five years with effect from 1st April, 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board
of Directors had categorised Mr. Santosh Shahra - Executive Chairman,
Mr. P Srikrishna - Managing Director, Mr. Anil Nawal- Chief Financial
Officer and Mr. Pankaj Gupta - Company Secretary (appointed w.e.f. 28th
May, 2015) as Key Managerial Personnel, pursuant to the provisions of
the Act.
Mr. Veer Kumar Jain, a Non Executive Independent Director of the
Company resigned from the Board of Directors with effect from 5th June,
2014.
The Board placed on record its appreciation for the outstanding
contributions made by Mr. Veer Kumar Jain during his tenure.
Mr. Bharat Singh, Company Secretary resigned w.e.f. 30th April, 2015.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. P. Srikrishna - Managing Director of the Company, retires by
rotation and being eligible, offers himself for reappointment.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, its Committees and the Directors.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
AUDIT COMMITTEE
The Audit Committee comprises three Directors namely, Mr. Navin
Khandelwal, Mr. Rajesh Nema and Mr. Santosh Shahra. Mr. Navin
Khandelwal, Independent Director is Chairman of the Audit Committee.
The composition of the Audit Committee meets the requirements as per
the provisions of Section 177 of the Companies Act, 2013 and of Clause
49 of the Listing Agreement.
There are no recommendations of the Audit Committee which have not been
accepted by the Board during the period under review.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Nomination and
Remuneration Policy is uploaded on the Company's website i.e.
www.nsail.com BOARD MEETINGS
During the year under review six Board Meetings were held on 17th April
2014, 30th May 2014, 28th June 2014, 30th July 2014, 6th November 2014
and 29th January 2015. The details of which have been given in the
Corporate Governance Report. The intervening gap between the two
Meetings was within the period prescribed under the Companies Act, 2013
and Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013,
your Directors confirm that:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
b) the accounting policies had been selected and applied 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 Financial Year ended 31st March, 2015 and of the profit of the
Company for that period;
c) proper and sufficient care had 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 accounts had been prepared on a going concern basis;
e) internal financial controls, to be followed by the Company, had been
laid down and these controls are adequate and were 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.
RELATED PARTY TRANSACTIONS
The transactions entered into with all the related parties during the
financial year were on arm's length basis and in the ordinary course of
business.
All Related Party Transactions were placed before the Audit Committee
as also the Board, pursuant to applicable provisions of Listing
Agreement & Companies Act 2013. Prior omnibus approval of the Audit
Committee was obtained for the transactions which were repetitive in
nature. The transactions entered into pursuant to the omnibus approval
so granted were audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board
of Directors. The policy on Related Party Transactions as approved by
the Board, is uploaded on the Company's website.
Details of Related Party Transactions are given in "Annexure-A."
RISK MANAGEMENT
Pursuant to the provisions of Clause 49 of the Listing Agreement, Board
of Directors of the Company has constituted a Risk Management Committee
to assess risks in the operations of business of the Company, to
mitigate and minimize risks assessed in the operations of business,
periodic monitoring of risks in the operations of business and other
matters to be delegated to the Committee by Board of Directors of the
Company from time to time.
Following are the members of the Committee :
1. Mr. Santosh Shahra : Chairman
2. Mr. P. Srikrishna : Member
The Board of Directors of the Company has also approved the Risk
Management Plan. The objective of the plan is to assist the Board of
Directors through the Risk Management Committee in overseeing of the
Company's risk management systems, practices and procedures.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility"
(CSR), the Company has undertaken projects in the areas of Education
and through contribution in Prime Minister's National Relief Fund for
socio-economic development and relief and welfare of the people, who
were affected by the natural disaster, causing an unparalleled
devastation to the people at large. These projects are largely in
accordance with Schedule VII to the Companies Act, 2013 and the
Company's CSR Policy. The Report on CSR Activities as required under
Companies (Corporate Social Responsibility Policy) Rules 2014 is set
out as "Annexure-B" forming part of this report.
AUDITORS
(a) Statutory Auditors :
The Shareholders of the Company in their Twenty Eighth Annual General
Meeting held on 6th September, 2014 had accorded their approval
pursuant to the provisions of Sections 139 and other applicable
provisions of Companies Act, 2013 and Rules made there under to appoint
M/s. Gupta Saharia & Co., Chartered Accountants (FRN No. 103446W), as
the Statutory Auditor of the Company for the period of five years
commencing from the conclusion of Twenty Eighth Annual General Meeting
until the conclusion of Thirty Third Annual General Meeting.
The Board of Directors of the Company has, pursuant to the provisions
of Section 139, recommended the ratification of appointment of M/s.
Gupta Saharia & Co., Chartered Accountants (FRN No. 103446W), for the
approval of the Shareholders from the conclusion of Twenty Ninth Annual
General Meeting till the conclusion of Thirtieth Annual General
Meeting.
The Auditors' Report to the Members for the year under review does not
contain any qualification, reservation or adverse remark or disclaimer.
(b) Cost Auditors :
The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost
Accountants (FRN No. 000051) as the Cost Auditor of the Company for
financial year 2015-16 pursuant to provisions of Section 148 and other
applicable provisions of the Companies Act 2013. The said Auditors have
confirmed that their appointment, if made, shall be within the limits
as prescribed under Section 141(3) of the Companies Act, 2013. The Cost
Audit Report shall be submitted along with full information and
explanation on every reservation or qualification contained therein, if
any, and Annexure to the Central Government within stipulated time
period.
The Cost Audit Report for the Financial Year ended 31st March, 2014
which was due for filing on 30th September, 2014 was filed with the
Central Government (Ministry of Corporate Affairs) on 22nd September,
2014 vide SRN S31310576.
(c) Secretarial Auditor :
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 had appointed Mr. Ashish Garg,
Company Secretary in Practice (FCS 5181/CP 4423) to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as "Annexure-C". The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark or disclaimer.
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-D".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure-E".
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 (corresponding
Section 372A of the Companies Act, 1956) are given in the Notes to the
Financial Statements and are within the limits.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size,
scale and complexity of its operations. These are routinely tested and
certified by Statutory as well as Internal Auditor. Significant audit
observations and corrective action are reported to the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the
Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has formulated a mechanism called "Whistle Blower / Vigil
Mechanism Policy" for directors and employees to report to the
management instances of unethical behavior, actual or suspected fraud
or violation of the Company's Code of Conduct and provided a framework
to protect employees wishing to raise a concern about serious
irregularities within the Company.
The policy permits all the directors and employees to report their
concerns to the Competent Authority, Managing Director of the Company
and if the Whistle Blower believes that there is a conflict of interest
between the Competent Authority and the Whistle Blower, he/she may send
his/her protected disclosure directly to the Chairman of the Audit
Committee.
The policy with the name and address of the Competent Authority,
Managing Director of the Company and Chairman of the Audit Committee
has been communicated to the employees by uploading the same on the
website of the Company.
DEPOSITS
Your Company did not accept any deposit from the Public during the year
under review.
INSURANCE
Your Company's Fixed Assets have been adequately insured.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying the
norms of Corporate Governance and complying all the mandatory
requirements of Clause 49 of the Listing Agreement. A detailed report
on Corporate Governance along with Certificate from Statutory Auditors
confirming the compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of Listing Agreement is attached separately
to this Annual Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the
limits set out in the said rules are provided in "Annexure-F," forming
part of this report.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors state that during the year under review, there was no
complaint filed/pending pursuant to the provisions of "Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013".
MATERIAL CHANGES AND COMMITMENTS
There is no material change and commitment has occurred, affecting the
financial position of the Company, between the end of the financial
year of the Company i.e. 31st March, 2015 and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS
There is no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status of the Company
and the Company's operations in future.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep
sense of gratitude to the Central, State Government and Local
Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors
and all the stakeholders for their continued cooperation and support to
your Company.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
successful operations of the Company.
The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of the Board of Directors
Place : Indore Santosh Shahra
Date : 28.05.2015 Executive Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure to present Twenty Eighth Annual Report on
the business and operations of the Company along with the Audited
Statement of Accounts for the Financial Year ended 31st March, 2014.
FINANCIAL RESULTS in
PARTICULARS Year ended Year ended
31.03.2014 31.03.2013
Sales and Other Income 3,64,114 3,62,129
Earning before Interest
Tax, Depreciation and
Amortisation (EBITDA) 17,867 16,877
Finance Cost 11,494 11,256
Depreciation 2,057 1,915
Profit before Tax (PBT) 4,316 3,705
Provisions for
Income Tax/Adjusted for
earlier years (Net) 1,376 776
Deferred Tax (106) 40
Profit / (Loss) after
Taxation (PAT) 3,046 2,889
Add:Profit b/f from previous year 13,364 10,730
Amount available for appropriation 16,411 13,619
Surplus carried to Balance Sheet 16,155 13,364
FINANCIAL PERFORMANCE
During the year your Company''s top line performance was better than
last year. Your Company turnover increased from Rs. 3,63,856 lacs as
against Rs. 3,61,820 lacs for the corresponding previous year.
Your Company has achieved export turnover of Rs. 38,112 lacs as
compared to Rs. 65,180 lacs for the corresponding previous year.
The EBIDTA for the year was higher by 5.87% to Rs. 17,867 lacs as
compared to Rs. 16,877 lacs in the previous year. The Profit before Tax
was Rs. 4,316 lacs (Rs. 3,705 lacs in F.Y 2012-13) and Profit after tax
was Rs. 3,046 lacs (Rs. 2,889 lacs in F.Y 2012-13).
Your Directors are confident to improve this performance in the current
Financial Year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis, forming part of this report as
required under Clause 49 (IV)(f) of the Listing Agreement with the
Stock Exchanges is attached separately to this Annual Report.
DIVIDEND ON PREFERENCE SHARES
The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable
Cumulative Preference Shares for the Financial Year 2013-14.
Keeping in mind the need to conserve resources, your Board of Directors
does not recommend any dividend on Equity Shares for the year under
review.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying the
norms of Corporate Governance. Your Company has been complying all the
mandatory requirements of Clause 49 of the Listing Agreement. A
detailed report on Corporate Governance along with Certificate from
Statutory Auditors confirming the compliance of the conditions of
Corporate Governance as stipulated under Clause 49 of listing Agreement
is annexed to the Report of Corporate Governance.
COMMITTEES CONSTITUTED DURING THE YEAR ;
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year, your Directors have constituted the Corporate Social
Responsibility Committee (CSR Committee) comprising Shri Santosh Shahra
as the Chairman and Shri P. Srikrishna and Shri Rajesh Nema as other
members.
The said committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
NOMINATION & REMUNERATION COMMITTEE
During the year, your Directors have constituted the Nomination &
Remuneration Committee comprising Shri Navin Khandelwal as the Chairman
and Shri Rajesh Nema and Shri Veer Kumar Jain as other members.
The said committee has been entrusted with the responsibility of
formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a
policy, relating to the remuneration for the directors, key managerial
personnel and other employees.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year, your Directors have constituted the Stakeholders
Relationship Committee comprising Shri Navin Khandelwal as the Chairman
and Shri P. Srikrishna and Shri Rajesh Nema as other members. The said
committee has been entrusted with the responsibility of considering and
resolving the grievances of security holders of the Company.
DIRECTORS
In pursuance of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Shri Santosh Shahra, Director, retires by
rotation and being eligible, offer himself, for reappointment.
The company has received declarations from all the independent
directors of the company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors confirm that:
i) In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed;
ii) They have selected such Accounting Policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company as at 31st March, 2014 and of the profit of the Company for
the year ended on that date;
iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) They have prepared the Annual Accounts on a going concern basis.
AUDITORS
(a) Statutory Auditors:
M/s Manoj Khatri & Company, Chartered Accountants retires at the
conclusion of the ensuing Annual General Meeting. The said appointment
of Auditors, if made, shall be within the limits as prescribed under
Section 141(3) of the Companies Act, 2013 and shall also be subject to
offer of eligibility to the Company by the aforesaid Auditors.
(b) Cost Auditors:
The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost
Accountants as the Cost Auditor of the Company for the Financial year
2014-15 pursuant to provisions of Section 148 of the Companies Act,
2013. The said Auditors have confirmed that their appointment, if made,
shall be within the limits as prescribed under Section 141(3) of the
Companies Act, 2013.The Cost Auditor shall submit the report along with
their observations and suggestions, and Annexure to the Central
Government within stipulated time period.
FIXED DEPOSITS
Your Company did not accept any deposit from the Public during the year
under review.
INSURANCE
Your Company''s Fixed Assets have been adequately insured.
DISCLOSURES OF PARTICULARS
Information In accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure I to
this Report.
Additional information regarding the conservation of energy, technology
absorption and foreign exchange earnings and outgo, required under
Section 217(l)(e) of the Companies Act, 1956 is set out in a separate
statement as Annexure II attached to this report and forms part of it.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep
sense of gratitude to the Central, State Government and Local
Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors
and all the stakeholders for their continued cooperation and support to
your Company.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
successful operations of the Company.
The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of the Board of Directors
Place : Indore Santosh Shahra
Date : 30.05.2014 (Executive Chairman)
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure to present Twenty Seventh Annual Report on
the business and operations of the Company alongwith the Audited
Statement of Accounts for the Financial Year ended 31st March, 2013.
FINANCIAL RESULTS ( in lacs)
PARTICULARS Year ended 31.03.2013 Year ended 31.03.2012
Sales and Other Income 3,62,129 2,91,375
Earning before Interest
Tax, Depreciation and
Amortisation (EBITDA) 16,877 15,437
Finance Cost 11,256 10,278
Depreciation 1,915 1,753
Profit before Tax
(PBT) 3,705 3,406
Provisions for :-
Income Tax/Adjusted
for earlier years
(Net) 776 691
Deferred Tax 40 (159)
Profit / (Loss) after
Taxation (PAT) 2,889 2,873
Add: Profit b/f from
previous year 10,730 8,113
Amount available for
appropriation 13,619 10,986
Surplus carried to
Balance Sheet 13,364 10,730
DIVIDEND ON PREFERENCE SHARES
The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable
Cumulative Preference Shares for the Financial Year 2012-13.
Keeping in mind the need to conserve resources, your Board of Directors
does not recommend any dividend on Equity Shares for the year under
review.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying the
norms of Corporate Governance. Your Company has been complying all the
mandatory requirements of Clause 49 of the Listing Agreement. A
detailed report on Corporate Governance along with Certificate from
Statutory Auditors confirming the compliance of the conditions of
Corporate Governance as stipulated under Clause 49 of listing Agreement
is annexed to the Report of Corporate Governance.
DIRECTORS
Mr. Kailash Chandra Shahra, Chairman of the Company resigned from
directorship and chairmanship of the company w.e.f. 30th May, 2013 due
to his advanced age and health issues. The Board expressed its sincere
gratitude for the vision and valuable guidance given by Shri Kailash
Chandra Shahra to the Company during his tenure as Member of Board of
Directors and Chairman of the Company.
Mr. Santosh Shahra was appointed as Chairman and Managing Director
w.e.f 30th May, 2013.
In pursuance of Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Shri P Srikrishna and Shri Rajesh Nema,
Directors, retires by rotation and being eligible, offer themselves,
for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors confirm that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed;
ii) they have selected such Accounting Policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company as at 31st March, 2013 and of the profit of the Company for
the year ended on that date;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) they have prepared the Annual Accounts on a going concern basis.
AUDITORS
(a) Statutory Auditors :
M/s Manoj Khatri & Company, Chartered Accountants retires at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves, for reappointment. The said Auditors have confirmed
that their appointment, if made, shall be within the limits as
prescribed under Section 224(1B) of the Companies Act, 1956.
(b) Cost Auditors :
The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost
Accountants as the Cost Auditor of the Company for the Financial year
2013-14 pursuant to provisions of Section 233B of the Companies Act
1956. The said Auditors have confirmed that their appointment, if made,
shall be within the limits as prescribed under Section 224(1B) of the
Companies Act, 1956.The Cost Auditor shall submit the report along with
their observations and suggestions, and Annexure to the Central
Government within stipulated time period.
FIXED DEPOSITS
Your Company did not accept any deposit from the Public during the year
under review.
INSURANCE
Your Company''s Fixed Assets have been adequately insured.
DISCLOSURES OF PARTICULARS
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure I to
this Report.
Additional information regarding the conservation of energy, technology
absorption and foreign exchange earnings and outgo, required under
Section 217(1)(e) of the Companies Act, 1956 is set out in a separate
statement as Annexure II attached to this report and forms part of it.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep
sense of gratitude to the Central, State Government and Local
Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors
and all the stakeholders for their continued cooperation and support to
your Company.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
successful operations of the Company.
The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of the Board
Place : Indore Santosh Shahra
Date : 30.05.2013 (Chairman & Managing Director)
Mar 31, 2012
The Directors have pleasure to present Twenty Sixth Annual Report on
the business and operations of the Company alongwith the Audited
Statement of Accounts for the Financial Year ended 31st March, 2012.
FINANCIAL RESULTS (Rs. in lacs)
PARTICULARS Year ended
31.03.2012 Year ended
31.03.2011
Sales and Other Income 2,91,375 2,64,408
Earning before Interest Tax,
Depreciation and Amortisation (EBITDA) 15,112 13,489
Finance Cost 9,953 7,769
Depreciation 1,753 1,782
Profit before Tax (PBT) 3,406 3,937
Provisions for :-
Income Tax/Adjusted for earlier years (Net) 691 830
Deferred Tax (159) (116)
Profit / (Loss) after Taxation (PAT) 2,873 3,224
Add: Profit b/f from previous year 8,113 5,146
Amount available for appropriation 10,986 8,370
Surplus carried to Balance Sheet 10,730 8,113
DIVIDEND ON PREFERENCE SHARES
The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable
Cumulative Preference Shares for the Financial Year 2011-12.
Keeping in mind the need to conserve resources, your Board of Directors
does not recommend any dividend on Equity Shares for the year under
review.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying the
norms of Corporate Governance. Your Company has been complying all the
mandatory requirements of Clause 49 of the Listing Agreement. A
detailed report on Corporate Governance along with Certificate from
Statutory Auditors confirming the compliance of the conditions of
Corporate Governance as stipulated under Clause 49 of listing Agreement
is annexed to the Report of Corporate Governance.
DIRECTORS
In pursuance of Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Shri Navin Khandelwal and Shri Veer Kumar
Jain, Directors, retires by rotation and being eligible, offer
themselves, for reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors confirm that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed;
ii) they have selected such Accounting Policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company as at 31st March, 2012 and of the profit of the Company for
the year ended on that date;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) they have prepared the Annual Accounts on a going concern basis.
AUDITORS
(a) Statutory Auditors :
M/s Manoj Khatri & Company, Chartered Accountants retires at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves, for reappointment. The said Auditors have confirmed
that their appointment, if made, shall be within the limits as
prescribed under Section 224(1B) of the Companies Act, 1956.
(b) Cost Auditors :
The Board of your Company has re-appointed M/s. M. Goyal & Co., Cost
Accountants as the Cost Auditor of the Company for the Financial year
2012-13 pursuant to provisions of Section 233B of the Companies Act
1956. The said Auditors have confirmed that their appointment, if made,
shall be within the limits as prescribed under Section 224(1B) of the
Companies Act, 1956.The Cost Auditor shall submit the report along with
their observations and suggestions, and Annexure to the Central
Government within stipulated time period.
FIXED DEPOSITS
Your Company did not accept any deposit from the Public during the year
under review.
INSURANCE
Your Company's Fixed Assets have been adequately insured.
DISCLOSURES OF PARTICULARS
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure I to
this Report.
Additional information regarding the conservation of energy, technology
absorption and foreign exchange earnings and outgo, required under
Section 217(1)(e) of the Companies Act, 1956 is set out in a separate
statement as Annexure II attached to this report and forms part of it.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep
sense of gratitude to the Central, State Government and Local
Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors
and all the stakeholders for their continued cooperation and support to
your Company.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
successful operations of the Company.
The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of the Board
Place : Indore Kailashchandra Shahra
Date : 30.05.2012 (Chairman)
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure to present Twenty Fifth Annual Report on
the business and operations of the Company alongwith the Audited
Statement of Accounts for the Financial Year ended 31st March, 2011.
FINANCIAL RESULTS (Rs. in lacs)
PARTICULARS Year ended Year ended
31.03.2011 31.03.2010
Sales and Other Income 2,64,408 2,31,231
Gross Profit / (Loss) 5,725 4,523
Depreciation 1,782 1,774
Income / (Expenses) pertaining to earlier years (5) (17)
Profit / (Loss) before Taxation 3,938 2,732
Provisions for :-
Income Tax/Adjusted for earlier years (Net) 830 300
Deferred Tax (116) (68)
Profit / (Loss) after Taxation 3,224 2,500
Add: Profit b/f from previous year 5,146 2,904
Amount available for appropriation 8,370 5,404
Surplus carried to Balance Sheet 8,113 5,146
DIVIDEND ON PREFERENCE SHARES
The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable
Cumulative Preference Shares for the Financial Year 2010-11.
Keeping in mind the need to conserve resources, your Board of Directors
does not recommend any dividend on Equity Shares for the year under
review.
INCREASE IN THE SHARE CAPITAL
During the year under review your Company has issued 1,18,97,058 equity
shares of Rs. 10/- each at a premium of Rs. 13.65 per share upon
conversion of 1,18,97,058 share warrants. After such conversion, the
paid up capital of the Company increased from Rs. 3260.30 lacs divided
into 3,26,02,942 equity shares of Rs. 10/- each to Rs. 4450.00 lacs
divided into 4,45,00,000 equity shares of Rs. 10/- each. The Company
has made an application to National Stock Exchange of India Limited
(NSE) and Bombay Stock Exchange Limited (BSE) for listing of aforesaid
additional equity shares and has received in-principal approval of said
listing from BSE. The approval from NSE was awaited.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying the
norms of Corporate Governance. Your Company has been complying all the
mandatory requirements of Clause 49 of the Listing Agreement. A
detailed report on Corporate Governance alongwith Certificate from CEO,
CFO and Auditors confirming the compliance is annexed hereto and
forming part of the Directors' Report.
DIRECTORS
In pursuance of Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Shri Kailashchandra Shahra and Shri Navneet
Zalani, Directors retires by rotation and being eligible, offer
themselves, for reappointment. Mr. Rajesh Nema was appointed as an
Additional Director by the Board with effect from 17th December, 2010
pursuant to section 260 of the Companies Act, 1956 and in terms of the
Company's Articles of Association. He shall vacate
office at the ensuing Annual General Meeting. The Company has received
a notice under Section 257 alongwith the requisite amount of deposit
from a member of the Company notifying his intention to propose the
candidature of Mr. Rajesh Nema as a Director of the Company.
Mr. Ashok Sharma was appointed as an Additional Director by the Board
with effect from 17th December, 2010 pursuant to section 260 of the
Companies Act, 1956 and in terms of the Company's Articles of
Association. Mr. Ashok Sharma resigned from directorship w.e.f. 19th
April, 2011. Your Board places on record its appreciation for his
contribution and guidance to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors confirm that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed;
ii) they have selected such Accounting Policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company as at 31st March, 2011 and of the profit of the Company for
the year ended on that date;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) they have prepared the Annual Accounts on a going concern basis.
AUDITORS
(a) Statutory Auditors :
M/s Manoj Khatri & Company, Chartered Accountants retires at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer them selves, for reappointment. The said Auditors have confirmed
that their appointment, if made, shall be within the limits as
prescribed under Section 224(1B) of the Companies Act, 1956.
(b) Cost Auditors :
The Board of your Company has appointed M/s. M. Goyal & Co., Cost
Accountants as the Cost Auditor of the Company for financial year
2011-12 pursuant to provisions of Section 233B of the Companies Act
1956. The said Auditors have confirmed that their appointment, if made,
shall be within the limits as prescribed under Section 224(1B) of the
Companies Act, 1956.
FIXED DEPOSITS
Your Company did not accept any deposit from the Public during the year
under review.
INSURANCE
Your Company's Fixed Assets have been adequately insured.
DISCLOSURES OF PARTICULARS
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure I to
this Report.
Additional information regarding the conservation of energy, technology
absorption and foreign exchange earnings and outgo, required under
Section 217(1)(e) of the Companies Act, 1956 is set out in a separate
statement as Annexure II attached to this report and forms part of it.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep
sense of gratitude to the Central, State Government and Local
Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors
and all the stakeholders for their continued cooperation and support to
your Company.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
successful operations of the Company.
The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of the Board
Kailashchandra Shahra
(Chairman)
Place : Indore
Date : 29.05.2011
Mar 31, 2010
The Directors have pleasure to present Twenty Fourth Annual Report on
the business and operations of the Company alongwith the Audited
Statement of Accounts for the Financial Year ended 31st March, 2010.
FINANCIAL RESULTS (Rs. in lacs)
PARTICULARS Year ended
31.03.2010 Year ended
31.03.2009
Sales and Other Income 2,31,231 2,22,344
Gross Profit / (Loss) 4,523 (7,207)
Depreciation 1,774 1,718
Income / (Expenses) pertaining to
earlier years (17) (6)
Profit / (Loss) before Taxation 2,732 (8,931)
Provisions for :-
Income Tax/Adjusted for earlier years (Net) 300 (79)
Deferred Tax (68) 38
Fringe Benefit Tax 0 18
Profit / (Loss) after Taxation 2,500 (8,908)
Add: Profit b/f from previous year 2,904 12,070
Amount available for appropriation 5,404 3,162
Surplus carried to Balance Sheet 5,146 2,904
DIVIDEND ON PREFERENCE SHARES
The Board has declared final dividend @ 4% P.A. on 55,01,022 Redeemable
Cumulative Preference Shares for the Financial Year 2009-10.
Keeping in mind the need to conserve resources, your Board of Directors
does not recommend any dividend on Equity Shares for the year under
review.
CORPORATE GOVERNANCE
Your Company has been particular in implementing and complying the
norms of Corporate Governance. Your Company has been complying all the
mandatory requirements of Clause 49 of the Listing Agreement. A
detailed report on Corporate Governance alongwith Certificate from
Managing Director and Auditors confirming the compliance is annexed
hereto and forming part of the Directorsà Report.
DIRECTORS
In pursuance of Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Shri Navin Khandelwal and Shri Veer Kumar
Jain, Directors retires by rotation and being eligible, offer
themselves, for reappointment.
DIRECTORSÃ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your Directors confirm
that:
i) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed;
ii) they have selected such Accounting Policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the State of Affairs of
the Company as at 31st March, 2010 and of the profit of the Company for
the year ended on that date;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) they have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s Manoj Khatri & Company, Chartered Accountants retires at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves, for reappointment. The said Auditors have confirmed
that their appointment, if made, shall be within the limits as
prescribed under Section 224(1B) of the Companies Act, 1956.
FIXED DEPOSITS
Your Company did not accept any deposit from the Public during the year
under review.
INSURANCE
Your CompanyÃs Fixed Assets have been adequately insured.
DISCLOSURES OF PARTICULARS
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure I to
this Report.
Additional information regarding the conservation of energy, technology
absorption and foreign exchange earnings and outgo, required under
Section 217(1)(e) of the Companies Act, 1956 is set out in a separate
statement as Annexure II attached to this report and forms part of it.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their deep
sense of gratitude to the Central, State Government and Local
Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors
and all the stakeholders for their continued cooperation and support to
your Company.
The Board of Directors wishes to express its appreciation to all the
employees of the Company for their outstanding contribution to the
successful operations of the Company.
The Board specially thank to the shareholders for their continued
confidence and faith in the Company.
For and on behalf of the Board
Place : Indore Kailashchandra Shahra
Dated : 29.05.2010 (Chairman)