Mar 31, 2023
The Directors of your Company have pleasure in presenting the Thirty First (31st) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
Your Company''s performance during the year as compared to the previous year is summarized below:
? in Lakhs |
||
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
8,535.32 |
6,775.79 |
Profit before Taxation |
406.72 |
335.93 |
Less: Tax Expenses |
(102.36) |
(84.55) |
Profit after Tax |
304.36 |
251.38 |
Add: other Comprehensive Income |
- |
- |
Add: Balance brought forward from Previous year |
240.76 |
(10.62) |
Balance Profit/(Loss) carry forward to the next year |
545.12 |
240.76 |
2. STATE OF COMPANYâS AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture, material handling products and waste management products. During the year, the Company earned Revenue from Operations of ? 8,535.32 Lakhs as against ? 6,775.79 in corresponding previous year and earned a net profit of ? 304.36 Lakhs. The Company is continuously launching new and innovative products and revenue increased by 25.97% during this year.
The Company is using its funds for rapid expansion of the distribution network in new geographies, new product development, new product portfolio and more effective supply chain network.
PILL is focusing on increasing its brand awareness through digital marketing channels such as Instagram, Facebook, Google, SEO and SEM Marketing.
Italica has launched wooden furniture in collaboration with Atmosphere. The Company launched SAGO and ARECA, wall mounted multipurpose folding table and in Flip Series, Model No. 6003. In Oxy Chair Series, Luxury Plastic Chair-5106 and 5103 and in Stool & Patla series-Model No. 9729 and under Storage Section - Model No. 6120 and 6140 was launched by the Company during Financial Year 2022-23.
Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2023.
The Paid-up Equity Share Capital of the Company as on March 31, 2023 stood at ? 2,350.00 Lakhs comprising of 23,50,00,000 shares of ? 1/- each. The Company has not issued any further shares during the year.
The Equity Shares of the Company are listed on National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai-400 051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fee for the Financial Year 2023-2024, has been paid.
6. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
7. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.
There were export of ? 4.98 Lakhs in the financial year 2022-23.
No amount is proposed to be transferred to the Reserves for the financial year 2022-23.
10. DEPOSITS
The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
11. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contract or arrangement with any person including persons covered under sub - section (1) of section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s website: www.italica.com.
13. ANNUAL RETURN
The annual return of the Company is placed on the website of the Company www.italica.com and can be accessed from the following weblink: https://italica.com/pages/ extract-of-annual-return
14. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-2023, the Board met Seven (07) times held on May 21, 2022, May 25, 2022, July 01, 2022, July 16, 2022, October 29, 2022, January 20, 2023 and March 29, 2023.
15. COMMITTEE OF BOARD OF DIRECTORS
As on 31 March, 2023, the Board has 4 Committees namely the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee, Risk Management Committee. A detailed note on the Composition of the Board and its Committees and other relevant details is provided in the report on Corporate Governance annexed to this report.
16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
As on March 31, 2023, the Company does not have any subsidiary, joint venture or associate.
17. RISK MANAGEMENT
The Company believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the Company for identification of elements of risk if any, which in opinion of board may threaten the existence of the Company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the Company. However, in the opinion of Board, none of the above-mentioned risks threaten the existence of the Company.
18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Directors
Pursuant to the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Mukesh Kumar Kothari, Non Executive Non Independent Director (DIN: 03103336), retires by rotation at the 31st Annual General Meeting, and being eligible, offers himself for re-appointment. Mr. Magan Lal Sharma, Non Executive Independent Director having (DIN: 00250883) ceased to be director w.e.f. July 01, 2022 as his second consecutive term as Independent Director expired. Mrs. Asha Jain being an Non Executive Independent Director having (DIN: 00218335) resigned from the Board w.e.f. March 04, 2023 and Board approved the appointment of Ms. Apeksha Agiwal (DIN: 10083559) as Additional Independent Director w.e.f. March 29, 2023 for a period of five years subject to approval by shareholder in ensuing Annual General Meeting.
19. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that:
a) In the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. INDEPENDENT DIRECTORS AND THEIR MEETING
All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation
16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulations''). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
During the year under review a separate meeting of the Independent Directors of the Company was held on February 28, 2023 without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.
M/s. H.R. Jain & Co., Chartered Accountants, Udaipur (ICAI FRN: 000262C), were appointed as Statutory Auditors of the Company at the 30th Annual General Meeting held on June 30, 2022 to hold office till the conclusion of the 35th Annual General Meeting held in the year 2027-28. M/s. H.R. Jain & Co. has confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year ended March 31, 2023. The observations made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.
22. QUALIFICATION IN THE AUDITORSâ REPORT -BOARDâS COMMENTS OR EXPLANATION
The Auditors'' Report does not contain any qualification, reservation or adverse remark or disclaimer.
23. SECRETERIAL AUDITORS AND THEIR REPORT
The secretarial audit report given by M/s P. Talesara & Associates, Practicing Company Secretary under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark. The secretarial audit report is provided as Annexure A forming part of this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented as a separate section as Annexure B forming part of annual report.
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the Company. Hence, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not required.
Chief Executive Officer and Chief Financial Officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is annexed in this report.
27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 are as follows:
Your Company is continuously engaged in the process of energy conservation and is continuously putting its efforts to improve energy management by way of monitoring energy related parameters on regular basis.
To achieve the above objective, the following steps are taken to cut down the consumption of energy:
⢠Installation of Energy Efficient Equipment/Device.
⢠Creating awareness of energy saving within the organization to avoid wastage of energy.
⢠R&D Activities and Adopting new Technology.
(i) Efforts made towards technology absorption:
⢠Continuously monitoring the production patterns and inclusion of new tested technology products.
⢠Constantly striving towards developing of new designs and products.
⢠Investing in new technology of moulds and machinery.
(ii) Benefits derived as a result of the above efforts:
⢠Increase in the production along with the improvement in quality.
⢠New and Innovative designed products.
⢠New designed products are also catching attention of the export market.
(iii) The Company has not imported any technology during the year under review and also the expenditure incurred on Research and Development activity is insignificant.
c. Foreign Exchange Earnings and outgo
? In Lakhs |
|
Particulars |
Amount |
Earnings |
4.98 |
Outgo |
10.60 |
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act, 2013.
29. NOMINATION AND REMUNERATION POLICY
The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on Directors, Key Managerial Personnel and Senior Management Personnel, their appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The Remuneration Policy is placed on the website of the Company www.italica.com under Investor Relation section and is also annexed as Annexure C.
30. CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is annexed as Annexure D.
31. ANNUAL PERFORMANCE EVALUATION
During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.
32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time. Details of familiarization programme to Company''s independent directors can be accessed at the Company''s website www.italica.com under policy head.
33. ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The code of conduct and Vigil Mechanism applicable to directors and senior management of the Company is available on the Company''s website at www.italica.com.
34. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL
None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has already entered into agreements with both the depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
37. INTERNAL FINANCIAL CONTROL
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. 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 of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
39. FRAUDS AGAINST THE COMPANY
The auditors have not reported frauds under sub-section (12) of section 143 of the Companies Act, 2013.
Your directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of Equity Shares with differential voting rights as to dividend, voting or otherwise.
b) Business Responsibility Statement.
c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
d) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc.
The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.
Mar 31, 2019
The Directors of your Company have pleasure in presenting the Twenty Seventh (27th) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2019.
1. FINANCIAL HIGHLIGHTS
Your Company''s performance during the year as compared to the previous year is summarized below:
(Rs. in Lakhs)
Particulars |
2018-2019 |
2017-2018 |
Revenue from Operations Profit before Taxation Less: Tax Expenses Profit after Tax Add: other Comprehensive Income Add: Balance brought forward from Previous year Balance Profit/(Loss) carry forward to the next year |
5410.49 372.28 (58.00) 314.28 (775.33) (461.05) |
7319.83 607.70 (472.01) 1079.71 (4.77) (1850.27) (775.33) |
2. STATE OF COMPANYâS AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture such as plastic chairs, tables, trolley, sun loungers, crates, storage bins, waste bins etc. During the year the Company clocked turnover of Rs.5410.49 Lakhs against Rs. 7319.83 Lakhs in corresponding previous year and earned a net profit of Rs. 314.28 Lakhs. The company is carrying out its activities in mainly three segments i.e. Rs. 4314.26 Lakhs (P.Y.-Rs. 4241.11 Lakhs) from manufacturing of plastic articles, Rs. 741.54 Lakhs (P.Y.- Rs. 2669.81 Lakhs) from trading and Rs 268.74 Lakhs (P.Y.- Rs. 366.24 Lakhs) from finance and investment activities during the year.
Your Directors & Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments inspite of all adverse external conditions & competition.
3. DIVIDEND
Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2019.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March 2019 stood at Rs. 2350.00 Lakhs comprising of 23,50,00,000 shares of Re. 1/each. The Company has not issued any further shares during the year. The Listing Fees for the year 2019-20 have been paid.
5. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
6. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.
7. EXPORTS
During the year, the Company had export of Rs.18.30 Lakhs against export of Rs.39.02 Lakhs in comparison to previous year. The Company has exported its products such as chairs, tables, jumbo stools in the established markets of Qatar. The Company plans to further increase its exports to the existing and new markets and also tap potential export markets for which emphasis is being made on new and fine quality products.
8. TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves for the financial year 2018-19.
9. DEPOSITS
The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
10. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186
Details of loans, guarantee and investments covered under provision of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contract or arrangement with any person including persons covered under sub - section (1) of section 188 of the Companies Act, 2013. The disclosures are mentioned in the Notes to Financial statements. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s Website: www.italicafurniture.com.
12. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT9 as required under section 92(3) of the companies Act 2013 is annexed as annexure A of this report. The annual return of the company has been placed on the website of the company and can be accessed at www.italicafurniture.com.
13. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2018-19, the Board met Four (04) times on 18th May 2018, 10th August 2018, 31st October 2018 and 02nd February 2019.
14. COMMITTEE OF BOARD OF DIRECTORS
As on 31 March, 2019, the Board has 3 Committees namely the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the Composition of the Board and its Committees and other relevant details is provided in the report on Corporate Governance annexed to this report.
15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
As on March 31, 2019, the Company does not have any subsidiary, joint venture or associate. The Policy for determining material subsidiary is placed on the website of the Company www.italicafurniture.com.
16. RISK MANAGEMENT
The Company believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the company for identification of elements of risk if any, which in opinion of board may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the company.
However, in the opinion of Board, none of the above-mentioned risks threaten the existence of the company.
17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) DIRECTORS :
The tenure of Mrs. Namrata Babel (DIN: 06910061) as an Independent Director of the Company will expire on this annual general meeting i.e. 28.06.2019. The Board recommended the reappointment of Mrs. Namrata Babel (DIN: 06910061) as an Independent Director for second term of 5 (five) consecutive years from the date of this Annual General Meeting i.e. 28.06.2019 to 27.06.2024, subject to the approval of the shareholders.
Pursuant to the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Mukesh Kumar Kothari, Non Executive Director (DIN: 03103336), retires by rotation at the 27th Annual General Meeting, and being eligible, offers himself for re-appointment.
A brief resume, nature of expertise, details of directorships and other information of directors proposed to be appointed/ re-appointed as stipulated in Secretarial Standard 2 and Regulation 36 of Listing Regulations is appended as an annexure to Notice of ensuing AGM.
b) KEY MANAGERIAL PERSONNEL :
Mr. Narendra Bhanawat (DIN: 00146824), Whole time Director of the Company was appointed on 29.05.2016 and his present tenure will expire on 28.05.2019. The Board at their meeting held on 15.05.2019, reappointed him for a period of two years with effect from 29.05.2019 to 28.05.2021. Accordingly, Board recommends appointment of Mr. Narendra Bhanawat for the consideration of the members of the Company at the ensuing Annual General Meeting.
During the financial year 2018-19, Mr. Chirag Gupta acted as Company Secretary and Compliance Officer of the Company. Mr. Chirag Gupta resigned on 22nd April, 2019 from his post and The Board appointed Ms. Aditi Parmar as Company Secretary and Compliance Officer of the Company with effect from April 23, 2019.
18. DECLARATION BY INDEPENDENT DIRECTOR
All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1 )(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulations''). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
19. STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Ajay Paliwal & Co., Chartered Accountants, Udaipur (ICAI FRN: 012345C) have been appointed as Auditors of the Company to hold the office from the conclusion of the 24th Annual General Meeting held on 23rd July 2016 until the conclusion of the 29th Annual General Meeting to be held in the financial year 2021-22, subject to ratification of their appointment by the members of the Company at every AGM. Pursuant to the amendments made under Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 07, 2018 the requirement of seeking ratification of the members for the appointment of statutory auditors has been withdrawn from the statute. In view of the above, ratification of members for continuance of their appointment at this Annual General Meeting is not being sought.
The company has received consent from the auditors that their firm is eligible to be reappointed as statutory auditors of the company in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.
20. AUDIT REPORT
The Audit Report received by M/s. Ajay Paliwal & Co., Chartered Accountants, for the Financial Year 2018-19 does not contain any qualification or adverse remark.
21. SECRETERIAL AUDITORS AND THEIR REPORT
The secretarial audit report given by M/s P. Talesara & Associates, Practicing Company Secretary under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2018-19 does not contain any qualification, reservation or adverse remark. The secretarial audit report is provided as Annexure B forming part of this report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented as a separate section as Annexure C forming part of annual report.
23. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the company.
24. CEO/CFO CERTIFICATE
Chief Executive Officer and Chief Financial Officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is annexed in this report.
25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 are as follows :
A. CONSERVATION OF ENERGY
Your company is continuously engaged in the process of energy conservation and is continuously putting its efforts to improve energy management by way of monitoring energy related parameters on regular basis.
To achieve the above objective, the following steps are taken to cut down the consumption of energy:
(i) Replacement of old Lighting with LED lights at offices and plant location.
(ii) Installation of automatic power controllers to save maximum charges and energy.
(iii) Continuously replacing the inefficient equipment''s with latest energy efficient technology and upgradation of equipment''s continually.
(iv) Creating awareness of energy saving within the organization to avoid wastage of energy.
B. TECHNOLOGY ABSORPTION
(i) Efforts made towards technology absorption:
- Continuously monitoring the production patterns.
- Constantly striving towards developing of new designs and products.
- Investing in new mould and machinery.
(ii) Benefits derived as a result of the above efforts:
- Increase in the production along with the improvement in quality.
- New and Innovative designed products.
- New designed products are also catching attention of the export market.
(iii) The company has not imported any technology during the year under review and also the expenditure incurred on Research and Development activity is insignificant.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The total foreign exchange Earning / Outgo is as follows:
(Rs in Lakhs)
Particulars |
2018-2019 |
2017-2018 |
Foreign Exchange Earning |
18.30 |
39.02 |
Foreign Exchange Outgo |
NIL |
NIL |
26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act, 2013. The profit before tax was Rs. 372.28 Lakhs which is below the threshold limit. Hence the company is not required to constitute Corporate Social Responsibility committee as it does not fall under the purview of Section 135 of the Companies Act 2013.
27. NOMINATION AND REMUNERATION POLICY
The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on Directors, Key Managerial Personnel and Senior Managerial Personnel, their appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The Remuneration Policy is annexed as Annexure D of this report and placed on the website of the company www.italicafurniture.com.
28.CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is annexed as Annexure E.
29. ANNUAL PERFORMANCE EVALUATION
During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.
A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.
30. INDEPENDENT DIRECTORS TRAINING/ MEETING
During the year under review a separate meeting of the Independent Directors of the Company was held on February 02, 2019, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.
31. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time.
The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time. Details of familiarization programme to company''s independent directors can be accessed at the company''s website www.italicafurniture.com under policy head.
32. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The code of conduct and Vigil Mechanism applicable to directors and senior management of the company is available on the company''s website at www.italicafurniture.com
33. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL
None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
1. |
The ratio of remuneration of each director to the median remuneration of the employees of the company for the FY 2018-19 |
Mr. Daud Ali 18.96 :1 Mr. Narendra Bhanawat 1.77 :1 |
||
2. |
The percentage increase in remuneration of each Director, CFO, CEO, CS or manager in FY 2018-19 |
Name |
Designation |
Increase in Remuneration in the Financial Year 2018-19 |
Mr. Daud Ali |
Managing Director |
16.67% |
||
Mr. Narendra Bhanawat |
Whole time Director and Chief Financial Officer |
12.24% |
||
Mr. Chirag Gupta |
Company Secretary |
25.87% |
||
3. |
The percentage increase in the median remuneration of employees in the financial year 2018-19 |
The percentage increase is 18.87% |
||
4. |
The number of permanent employees on the rolls of the company as on March 31, 2019 |
51 employees as at March 31, 2019 |
||
5. |
Average percentile increases already made in the salaries of employees other than managing 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. |
Average percentage increase in the salaries of employees other than managerial personnel is 31.58 %, whereas managerial remuneration has increased by 16.27%. The management was drawing minimal salary so as to plough back company''s profits. |
||
6. |
Affirmation that the remuneration is as per the remuneration-policy of the company |
It is affirmed that the remuneration paid is as per the remuneration policy of the company. |
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
35. DEPOSITORY SYSTEM
The Company has already entered into agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
36. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Details regarding internal control system and their adequacy forms part of Management Discussion and Analysis report forming part of Directors Report.
37. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
39. FRAUDS AGAINST THE COMPANY
The auditors have not reported frauds under sub-section (12) of section 143 of the Companies Act, 2013.
40. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that:
i) in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures;
ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) the directors had laid down Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
41. GENERAL
Your directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of Equity Shares with differential voting rights as to dividend, voting or otherwise.
b) Business Responsibility Statement
c) Issue of shares (including sweat equity shares) to employees of the company under any scheme.
d) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company''s operations in future.
42. ACKNOWLEDGEMENT
Your Directors express their deep sense of appreciation for the contribution made by the staff, workers and all other employees of the Company for the successful growth in the operations of our business.
The Directors also thank the banks, financial Institutions, customers, suppliers, shareholders, central and state government authorities etc. for their continuous co-operation and support that contributed in the growth and prosperity of your Company. Your Directors look forward to the continued support of these partners in progress.
For and on behalf of the Board of Directors
Sd/- Sd/-
DAUD ALI NARENDRABHANAWAT
Managing Director Whole Time Director &
Place : Udaipur Chief Financial Officer
Date : 15.05.2019 DIN: 00185336 DIN: 00146824
Mar 31, 2018
To The Members of PIL ITALICA LIFESTYLE LIMITED
The Directors have pleasure in presenting 26th Directorâs Report of your Company together with the Audited Statement of Accounts and Auditorsâ Report of your company for the financial year ended on March 31, 2018.
FINANCIAL HIGHLIGHTS
Your Companyâs performance during the year as compared to the previous year is summarized below:
(Rs. in Lacs)
Particulars |
2017-2018 |
2016-2017 |
Revenue from Operations |
7319.83 |
6491.27 |
Profit/Loss (-) before Taxation |
607.70 |
913.68 |
Less: Tax Expenses* |
(472.01) |
0 |
Profit/(Loss) after Tax |
1079.71 |
913.68 |
Add: other Comprehensive Income |
(4.77) |
- |
Add: balance B/F from Previous year |
(1850.27) |
(2763.95) |
Balance Profit/(Loss) C/F to the next year |
(775.33) |
(1850.27) |
*Tax Expenses includes additional deferred tax expense which is an income to the company.
INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs (MCA) dated, vide its notification in the official Gazette dated February 16, 2015, notified the IND AS applicable to certain class of the companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. On April 01, 2017 the company has adopted IND AS w.e.f April 01, 2016.
The reconciliation and description of the effect of the transition from IGAAP to IND AS has been provided in Note No. 42 of the financial statement for the year ended on March 31, 2018.
STATE OF COMPANYâS AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture and is one of the top most leading manufacturer of plastic moulded furniture. Your Company recorded a revenue of Rs. 7319.83 Lacs in comparison to previous year i.e. Rs. 6491.27 Lacs registering a growth of 12.76% over the previous year. Profit after tax increased by Rs. 166.03 Lacs and the company earned a cash profit of Rs. 437.69 Lacs in comparison to previous year i.e Rs. 232.69 Lacs. The increase in profits of the Company is due to higher margin in manufactured goods in comparison to previous year and increasing growth in trading activities and financing activities.
As per the revival scheme sanctioned by BIFR, Company booked waiver of Principal dues and the same is shown under the head exceptional items. The revival scheme sanctioned by BIFR is under implementation.
Your Directors are continuously looking for avenues for future growth of the company.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company. Your Company tends to run the same business activities. However, the company has shown finance and investment activities of the company via separate segment reporting as per the requirement of IND AS.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.
DIVIDEND
Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2018.
SHARE CAPITAL
The paid-up share capital of the company has increased from Rs. 2176.00 lacs to 2350.00 lacs during the financial year 2017-18, pursuant to conversion of warrants into equity shares by the company.
DEPOSITS
The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186
Details of loans, guarantee and investments covered under provision of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion andAnalysis Report is presented as a separate section as Annexure A forming part of annual report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particular of contract or arrangements entered into by the company with related party referred to in Section 188(1) of the Companies Act, 2013 is disclosed in AOC-2 furnished in Annexure B and is attached to this report. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the companyâs website at www.italicafurniture.com.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return as required under Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is attached as Annexure C for your kind perusal and information.
NUMBER OF MEETINGS OF THE BOARD
Number of meetings of the Board during the year were Seven (07) , held at 06.05.2017, 13.06.2017, 10.08.2017, 14.11.2017, 04.01.2018, 06.02.2018 and 07.03.2018.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
As on March 31, 2018 the Company does not have any subsidiary, Joint venture or associate. The Policy for determining of material subsidiary is placed on the website of the Company at www.italicafurniture.com.
RISK MANAGEMENT
We at PIL ITALICA LIFESTYLE LIMITED believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the company for identification of elements of risk if any, which in opinion of board may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of Raw Material and finished goods, Credit Risks, inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the company.
However, In the opinion of Board, none of the above mentioned risks threaten the existence of the company.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) DIRECTORS:
Mr. Ram Swaroop Sodani, Non-Executive Director resigned from the Board w.e.f. March 07, 2018. The Board placed on record its sincere appreciation for the guidance and contribution made by Mr. Ram Swaroop Sodani during his tenure as director.
Mrs. Asha Jain was appointed as a Non-Executive Additional Director on the Board w.e.f. March 07, 2018. The company has received the notice from the member under Section 160 of the Companies Act, 2013 proposing her candidature for the office of director not liable to retire by rotation.
Pursuant to provisions of the Companies Act, 2013, Mr. Narendra Bhanawat, Whole time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
A brief resume, nature of expertise, details of directorships and other information of directors proposed to be appointed/ re-appointed as stipulated in Secretarial Standard 2 and Regulation 36 of Listing Regulations is appended as an annexure to notice of ensuing Annual General Meeting.
b) KEY MANAGERIAL PERSONNEL:
During the year, Mr. Daud Ali was re-appointed as the Managing Director of the company w.e.f. April 01, 2018 and his tenure was fixed by the members for 3 (three) years at the last Annual General Meeting held on June 30, 2017.
Ms. Aditi Parmar, Company Secretary and Compliance Officer has resigned w.e.f. June 12, 2017. The directors placed on record its sincere appreciation for the contribution made by her during the tenure. The Board in its Meeting held on June 13, 2017 has appointed Mr. Chirag Gupta as the Company Secretary and Compliance Officer of the Company w.e.f. June 13, 2017.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companyâs code of conduct.
STATUTORY AUDITORS
In terms of the provisions of section 139 of the Companies Act, 2013, M/s Ajay Paliwal & Co., Chartered Accountant, Udaipur (FRN:012345C) were appointed as the auditor of the company by the shareholder in the 24th Annual General Meeting for a period of 5 years i.e. up to 29th Annual General Meeting of the company.
AUDIT REPORT
The Board has duly examined the Statutory Auditorsâ report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to accounts, section of the financial statements of this Annual report. The Auditors Report does not contain any qualification or adverse remark.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s P. Talesra & Associates, practicing Company Secretary have been conducting the Secretarial Audit of the company on continuous basis. The Board re-appointed M/s P. Talesra & Associates, practicing Company Secretary, to carry out secretarial audit under the provisions of section 204 of the Companies Act, 2013 for F.Y. 2017-18. The secretarial audit report is provided as Annexure D forming part of this report.
The report does not contain any qualifications or adverse remarks.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to section 134 of the Companies Act, 2013 form part of this report and are set out in Annexure E forming part of this report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act, 2013. The operating profit is Rs. 405.55 Lacs which is below the threshold limit and exceptional items comprises of waiver of principal Loan amount as per the scheme sanctioned by BIFR, which is capital receipt and is not profit under Section 198(3)(c) Companies Act, 2013. Hence the company is not required to constitute Corporate Social Responsibility committee as it does not fall under the purview of Section 135 of the Companies Act 2013.
NOMINATION AND REMUNERATION COMMITTEE POLICY
The Board has adopted a policy on Nomination and Remuneration, which sets out the criteria for determining qualifications, positive attributes, diversity of board, independence of director, remuneration, etc. The detailed policy is available of the website of the company at www.italicafurniture.com and is also stated in Corporate Governance Report.
ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAM
The Nomination and Remuneration Committee has put in place a robust framework for evaluation of the Board, Committees and Individual Directors. Customized questionnaires were circulated, responses were analyzed and the results were subsequently discussed by the Board. Recommendations arising from the evaluation process will be considered by the Board to optimize its effectiveness.
All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time.
Details of familiarization program to companyâs independent directors can be accessed at the companyâs website www.italicafurniture.com under policy head.
ESTABLISHMENT OF VIGIL MECHANISM
The code of conduct and Vigil Mechanism applicable to directors and senior management of the company is available on the companyâs website at www.italicafurniture.com.
CORPORATE GOVERNANCE REPORT
Your company is committed to benchmark itself with global standards for providing good corporate governance. The company has put in place an effective corporate governance system which ensures that the provisions of Listing Regulations have been complied with. A detailed report on Corporate Governance pursuant to requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is forming part of this annual report as Annexure F.
PARTICULARS OF EMPLOYEES
None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures relating to remuneration of directorâs u/s 197(12) of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment of Managerial Personnel) Rules, 2014 is annexed as Annexure G to this report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Details regarding internal control system and their adequacy forms part of Management Discussion and analysis report forming part of Directors Report.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to section 134 (5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that:
i) in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures;
ii) the directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) the directors had laid down Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
UTILISATION OF FUNDS RAISED FROM PREFRENTIAL ISSUE
The funds raised from preferntial issue of equity shares, pursuant to convesion of warrants into equity shares were fully utilized for investment purpose, repayment of borrowings, etc.
GENERAL
Your directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of Equity Shares with differential voting rights as to dividend, voting or otherwise.
b) Business responsibility Statement
c) Issue of shares (including sweat equity shares) to employees of the company under any scheme.
d) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companyâs operations in future.
e) There were NIL cases filed pursuant to the Sexual harassment of Women at workplace (Prevention, prohibition and Redressal) Act, 2013
ACKNOWLEDGEMENT
Your Directors express their deep sense of appreciation for the contribution made by the staff, workers and all other employees of the Company for the successful growth in the operations of our business.
The Directors also thank the banks, financial Institutions, customers, suppliers, shareholders, etc. for their continuous co-operation and support that contributed in the growth and prosperity of your Company. Your Directors look forward to the continued support of these partners in progress.
For and On behalf of the Board of Directors
Sd/- Sd/-
DAUD ALI NARENDRA BHANAWAT
Managing Director Whole Time Director
Place : Udaipur and Chief Financial Officer
Date : 18.05.2018 DIN : 00185336 DIN : 00146824
Mar 31, 2017
DIRECTORS'' REPORT
To The Members of PIL ITALICA LIFESTYLE LIMITED
(formerly known as Peacock Industries Limited)
The Directors of your Company have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2017.
1. FINANCIAL RESULTS
Your Company''s performance during the year as compared to the previous year is summarized below:
Particulars |
2016-2017 |
2015-2016 |
Turnover |
5837.03 |
4250.35 |
Other Income |
188.18 |
134.65 |
Profit/Loss(-) before Tax,Interest and |
|
|
Depreciation and exceptional items |
284.79 |
110.36 |
Interest |
52.09 |
29.02 |
Depreciation |
30.87 |
41.37 |
Profit/(Loss) before Tax and exceptional items |
201.83 |
39.97 |
Less: Provision for Tax |
0 |
0 |
Profit/(Loss) after Tax |
201.83 |
39.97 |
Exceptional items |
711.85 |
0 |
Profit/(Loss) after Tax and exceptional items |
913.68 |
39.97 |
Surplus carried from Previous year |
(2763.94) |
(2803.91) |
Balance carried to Balance Sheet |
(1850.26) |
(2763.94) |
2. DIVIDEND
Based on Company''s performance, the Directors are unable to recommend dividend due to inadequate profits.
3. STATE OF COMPANY''S AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture and is one of the top most leading manufacturers in Rajasthan. The company also commenced its Trading segment from 01.07.2016. During the financial year 2016-17, your Company recorded a turnover of Rs. 5837.03 Lakhs in comparison to previous year i.e Rs. 4250.35 Lakhs registering a growth of 37.33 % over the previous year.Profit after Tax (before Exceptional Items) increased by Rs. 161.85 Lakhs and the company earned a cash profit of Rs. 232.70 Lakhs in comparison to previous year i.e Rs. 81.34 Lakhs. The increase in profits of the Company is due to higher margin in manufactured goods in comparison to previous year and trading activities.
As per the revival scheme sanctioned by BIFR,Company booked waiver of Principal dues and the same is shown under the head Exceptional items. The revival scheme sanctioned by BIFR is under implementation. The company''s net worth stood positive in the year 2017 due to increase in profits and amount received in respect of allotment of convertible warrants and partly conversion of warrants into equity shares.
The Management is taking every possible step to stream line its operations and to put the Company on growth.
4. SHARE CAPITAL
During the year under review, the company subdivided its existing equity shares from One equity share of Rs.4/- each into Four equity shares of Re.1/- each. Consequent upon the sub division, the authorized share capital was Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 25,00,00,000 (Rupees Twenty Five Crore) Equity Shares of Re.1/-(Rupee One) each and Paid up capital of the Company was Rs. 21.00.00.000/- (Rupees Twenty One Crore Only) divided into 21,00,00,000 (Rupees Twenty One Crore) Equity Shares of Re.1/- (Rupee One) each. During the year company has issued 25000000 warrants convertible in to equity shares of Re. 1 each at a premium of Rs. 14 each. Out of this 25000000 warrants 7600000 were converted in equity shares during the year and 17400000 warrants are pending for conversion in to equity shares as at 31.03.2017.
The issued, subscribed and paid up capital of the Company increased from Rs. 21,00,00,000/- (Rupees Twenty One Crore Only) divided into 21.00.00.000 (Rupees Twenty One Crore) Equity Shares of Re.1/- (Rupee One) each to Rs. 21,76,00,000/- (Rupees Twenty One Crore Seventy Six Lakhs Only) divided into 21,76,00,000 (Rupees Twenty One Crore Seventy Six Lakhs) Equity Shares of Re.1/- (Rupee One) each with the allotment of 76,00,000 Equity Shares of Re. 1/- each at a premium of Rs. 14/- per share consequent upon conversion of 76,00,000 warrants into equal number of equity shares. The BSE Limited and National Stock Exchange of India Limited has issued listing and trading approvals.
5. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of report.
6. CHANGES IN THE NATURE OF BUSINESS
During the year the company entered into new line of business i.e Non specialized Wholesale Trade. The company commenced its Trading segment from 01.07.2016. The Net Revenue of trading segment for the year ended on 31.03.2017 was Rs. 2184.60.
7. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: CONSERVATION OF ENERGY
The Company uses energy for its office equipment such as computers, lighting and utilities at its work premises.As an ongoing process the following measures are undertaken to conserve energy:
a) Implementation of viable energy saving proposals.
b) Installation of automatic power controllers to save maximum charges and energy.
c) Awareness and Effective measures have been taken to minimize the lossess of energy as far as possible.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION The Company is investing to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer delight & employee efficiency. The Company has implemented best applications to manage its business processes by implementing best business practices and new schemes in market. The Company''s investment in technology has improved product quality, diversity in products available to customers, reduced operational cost and development of new business opportunities. The Company does not have a separate Research and Development activity. The Company has not imported any technology.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review, the foreign exchange earnings was Rs. 2, 66,299/- (previous yr Rs. 3, 96,107/-) calculated at F.O.B. value. The Company is making continuous efforts to explore new foreign markets and to enlarge its market of exports. Outgo in foreign exchange was NIL.(previous yr.NIL)
8. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 134 sub-section (3) clause ( c) of the Companies Act, 2013, it is stated that:
i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departures ;
ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) The directors had prepared the annual accounts on a going concern basis;
v) The directors had laid down Internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) DIRECTORS:
In terms of the Articles of Association of the Company, Mr. Magan Lal Sharma(DIN: 00250883) and Mukesh Kumar Kothari (DIN: 03103336), Directors, retire at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. Mr. Mukesh Kumar Kothari being eligible, has offered himself for reappointment. The Company has received requisite notice in writing from member proposing Mr. Magan Lal Sharma for appointment as an Independent Director. Your Directors recommend the proposed reappointment. The details of Director being recommended for re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.
The Company has received necessary declaration from the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein.
b) KEY MANAGERIAL PERSONNEL:
During the year under review, there was no change in the Key Managerial Personnel of the Company.
The tenure of Mr. Daud Ali (DIN:00185336)as Managing Director of the Company will expire on 31.03.2018. The Board recommended the reappointment of Mr.Daud Ali as Managing Director for a period of three (3) years with the effect from 01.04.2018, subject to the approval of the shareholders.
10. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION AND OTHER DETAILS
The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on directors'' appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The details of this policy are available on the Company''s website i.e. www.italicafurniture.com.
11. DEPOSITS
The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act, 2013 and rules made there under as such, nor there any deposit in non-compliance of Chapter V of the Companies Act, 2013.
12. NUMBER OF MEETINGS OF THE BOARD
Number of meetings of the Board during the year were Nine(09) held on 27.05.2016, 09.06.2016, 03.08.2016, 25.10.2016, 14.11.2016,
05.12.2016, 15.12.2016, 14.02.2017 and 11.03.2017.
13. RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about the Risk assessment and risk minimization procedures. Your Company believes that managing risks helps in maximizing returns. The risk management plan is reviewed periodically by the Board and the Audit Committee. Some of the risks that the Company is exposed to are: Financial Risks ,Raw Material Price Risks, Regulatory Risks Human Resources Risk Strategic Risks.
14. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year, Eduvisor Services Private Limited became the wholly owned subsidiary of the company and was ceased within the year. As at 31st March, 2017, The Company does not have any Subsidiary, Joint Venture and Associate Company.
15. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
16. STATUTORY AUDITORS AND AUDIT REPORT
M/s. Ajay Paliwal & Co., Chartered Accountants, Udaipur (ICAI FRN:012345C) have been appointed as Auditors of the Company to hold the office from the conclusion of the 24th Annual General Meeting held on 23rd July 2016 until the conclusion of the 29th Annual General Meeting to be held in the financial year 2021-22,subject to ratification of their appointment by the members of the Company at every AGM. Accordingly, being eligible, matter relating to the appointment of the Auditors will be placed for ratification by members at the forthcoming Annual General Meeting.
The Auditors of the Company have submitted Auditors Report which does not contain any qualification, reservation or adverse remark.
17. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board appointed M/s P.Talesara & Associates, firm of Practicing Company Secretaries, Udaipur as Secretarial Auditor to carry out secretarial audit for the financial year 2016-17. The Secretarial Audit Report is attached to this report vide Annexure - 1 forming part of Directors report.
18. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT-9 as required under sub section(3) of Section 92 of the Companies Act, 2013, is attached as as Annexure 2 and forms an integral part of this Report.
19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Details regarding internal control system and their adequacy forms part of Mangaement Discussion and analysis report forming part of Directors Report.
20. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN AND SECURITIES PROVIDED COVERED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
In respect of loans, investments, guarantees and securities, the provisions of section 186 of the Companies Act, 2013 of the act have been complied with.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties covered under the provisions of Section 185 of Companies Act, 2013 are given in Notes to financial statements. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the company''s website: www.italicafurniture.com.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
23. DEPOSITORY SYSTEM
The Company has already entered into agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
24. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism policy to report concerns about unmethodical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct without any fear. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company www.Italicafurniture.com.
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act, 2013. The operating profit is 201.83 Lakhs which is below the threshold limit and exceptional items comprises of waiver of principal Loan amount as per the scheme sanctioned by BIFR,which is capital receipt and is not profit under Section 198(3)(c) Companies Act,2013. Hence the company is not required to constitute Corporate Social Responsibility committee as it does not fall under the purview of Section 135 of the Companies Act 2013.
26. CORPORATE GOVERNANCE REPORT
Corporate governance report forms an integral part of this report and is enclosed after directorâs report.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report is enclosed as Annexure-3 forming part of Directors Report.
28. STATUTORY ORDERS
No significant and material orders were passed by Courts, Tribunals and other Regulatory Authorities affecting the going concern status of the Company''s operations.
29. UTILISATION OF FUNDS RAISED FOR PREFRENTIAL ISSUE
The funds raised were fully utilized for investment, repayment of borrowings, working capital etc.
30. ANNUAL PERFORMANCE EVALUATION
During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.
A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.
31. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL
During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014.
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
1) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial
Year: No remuneration by way of sitting fees and commission paid to Non Executive Directors during the year and hence not comparable. Ratio of remuneration of Executive Directors to median remuneration of employees:
Mr. Daud Ali : 13.02:1 and Mr. Narendra Bhanawat : 1.77:1
2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the financial year 2016-17 :-
Executive Directors,Chief Financial Officer and Company Secretary |
% increase/decrease in remuneration 2016-17 |
Daud Ali |
33.33% |
Narendra Bhanawat |
21.74% |
Aditi Parmar |
19.80 % |
3) In the financial year, there was an increase of 35.49 % in the median remuneration of employees.
4) Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer in the year: The company came out with the IPO in the year 1992. The amount of Rs.590 Lakhs invested in the said IPO would be worth Rs. 3363 Lakhs as on March 31st, 2017 indicating an increase of 470%.
5) The company affirms remuneration is as per the remuneration policy of the Company to all the directors, key managerial personnel and other employees.
32. ACKNOWLEDGEMENT
Your Directors express their deep sense of appreciation for the contribution made by the staff, workers and all other employees of the Company for the successful growth in the operations of our business. The Directors also thank the banks, financial Institutions, customers, suppliers, shareholders, central and state government authorities etc. for their continuous co-operation and support that contributed in the growth and prosperity of your Company. Your Directors look forward to the continued support of these partners in progress.
For and On behalf of the Board of Directors
Sd/- Sd/-
DAUD ALI NARENDRA BHANAWAT
Managing Director Whole Time Director
Place : Udaipur and Chief Financial Officer
Date : 06.05.2017 DIN : 185336 DIN : 146824
Mar 31, 2015
Dear Members,
The Directors of your Company have pleasure in presenting their Twenty
Third Annual Report and the Audited Accounts of the Company for the
year ended 31.3.2015
1. FINANCIAL HIGHLIGHTS
Your Company's performance during the year as compared to the Previous
year is summarised below :
(Rs. in lacs.)
Particulars 2014-2015 2013-2014
Turnover 3964.03 3469.78
Other Income 175.22 121.26
Profit/Loss(-)before Tax, Interest,
Depreciation and exceptional items 58.93 104.24
Interest 39.61 41.61
Depredation 36,41 87.67
Profit/(Loss) before Tax and exceptional -17.04 -25.04
items
Provisions for Income Tax 0 0
Exceptional items 213.37 1506.11
Profit/(Loss)after Tax and exceptional 196.33 1481.07
items
Surplus carried from previous year -2996.08 -6639.71
Balance carried to Balance Sheet -2799.75 -5158.64
Transfer from Capital Reduction reserve - 930.00
Principal Waiver as per BIFR scheme - 1232.56
Balance carried to Balance Sheet -2799.75 - 2996.08
2. DIVIDEND
Based on Company's Performance. the Directors are unable to recommend
dividend due to inadequate profits.
3. STATE OF COMPANY'S AFFAIRS
The Company is engaged in the manufacturing of plastic moulded
furniture and is one of the top most leading manufacturers in
Rajasthan. The Company operates in only single segment unit. During the
year, the Company recorded a turnover of Rs.3964.03 lakhs.(prev. year
Rs. 3469.78 lakhs) registering a growth of 14.24 % over the previous
year and earned a cash profit of Rs. 19.37 lakhs,Profit after Tax(PAT)
for the year was Rs. 196.33 (in lacs) with a downfall of 86.74 % in
comparision to the previous year's profit i.e. Rs. 1481.07(in lacs).
The Management is taking every possible step to stream line its
operations and to put the Company on growth Its endeavours are
manifesting the results despite of non-availability of adequate working
capital , competitive environment etc
4. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
of the Company to which the financial statement relates and the date of
report.
5. CHANGES IN THE NATURE OF BUSINESS : There is no change in nature of
business.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134 sub-section (3) clause (c) of the Companies
Act, 2013, it is stated that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed alongwith proper explanation relating to
the material departures,if any;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss of the
Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records, and the adequate steps have
been taken to make it afresh, in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) the Directors had prepared the annual accounts on a "going concern"
basis.
v) the Directors had laid down internal Financial Controls,to be
followed by the Company and that such Internal Financial Controls are
adequate and were operating effectively.
vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
Based on the work performed by the auditors .management and board
committee's. board is of the opinion that Company's internal financial
controls were adequate and effective during the year.
7. PERSONNEL :
During the year under review, no employee of the Company was in receipt
of remuneration in excess of the limits prescribed under rule 5(2) of
the Companies (Appointment And Remuneration of Managerial Personnel)
Rules,2014
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) DIRECTORS :
In terms of the Articles of Association of the Company, Mr. Mukesh
Kumar Kothari retires at the ensuing Annual General Meeting, being
eligible , offered himself for re-appointment. Your Directors recommend
the above re-appointment.
(b) KEY MANAGERIAL PERSONNEL :
During the year, Ms. Aditi Parmar, was appointed as a Company Secretary
with effect from December 12th,2014. in accordance with the provisions
of the section 203(ii) of the Companies Act,2013. Ms. Aditi Parmar is
an Associate Member of the Institute of Company Secretaries of India.
Pursuant to section 203(iii) of the Companies Act, 2013, Mr. Narendra
Bhanawat was appointed as Chief Financial Officer of the company with
effect from March 23rd, 2015. Mr. Narendra Bhanawat, is a Commerce
Graduate having with 25 years experience in finance and accounts.
9. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERA- TION AND OTHER
DETAILS
The company's policy on Director's appointment and remuneration and
other details provided in section 178(3) of the Act has been disclosed
in Corporate Governance Report,which forms part of Directors Report.
10. STATEMENT ON DECLARATION GIVEN BY THE INDEPEN- DENT DIRECTOR U/S
149(6) OF THE COMPANIES ACT, 2013
It is stated that pursuant to the Provisions of Companies Act,2013, the
declaration given by the Independent Directors meets the criteria of
independence as mentioned in the Schedule IV of the Companies Act, 2013
and under Clause 49 of the Listing Agreement with the Stock Exchanges.
11. NO. OF MEETINGS OF THE BOARD
Eleven meetings were conducted by the Board during the year. For
details of meeting. please refer Corporate Governance Report,which
forms part of this report.
12. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, committees of the board and individual Directors pursuant
to the provisions of the Act and the corporate governance requirements
as prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreement. The Board's performance was
evaluated by the Board after seeking inputs from all the Directors on
the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as
the composition, effectiveness of committee meetings etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors and performance of the board as a whole was
evaluated, taking into account the views of Executive Directors and
Non-Executive Directors. The same was discussed in the board meeting
that followed the meeting of the Independent Directors, at which the
performance of the Board, its Committees and Individual Directors was
also discussed.
13. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The details in respect of internal control systems & their adequacy are
included in Management Discussion & Analysis Report which forms part of
the Director's report.
14. AUDIT COMMITTEE
Details pertaining to composition of audit committee are included in
Corporate Governance Report,which forms part of Directors Report.
15. AUDITOR AND AUDITORS REPORT
A. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder,M/s. Sampatilal Bohra & Co, Chartered Accountants,
Udaipur appointed as the Statutory Auditors of the Company, from the
conclusion of the ensuing Annual General Meeting till the conclusion of
next Annual General Meeting. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
B. SECRETARIAL AUDITOR
The Board appointed M/s P.Talesara & Associates, firm of Practising
Company Secretary,Udaipur to conduct Secretarial Audit for the
financial year 2014-15. Report of secretarial auditor is annexed as
Annexure 1 forming part of Directors report.
Management Response: The qualification made by the Auditor is
incorrect. The composition of the Board of Directors is duly in
compliance with the provisions of the Companies Act,2013, Articles of
Association of the Company, Equity Listing Agreement executed with the
stock exchanges at which the equity shares are listed and traded
including directors to retire by rotation.
16. EXTRACT OF ANNUAL RETURN
Extract of Annual Return as provided under sub-section (3) of Section
92 of the Companies Act, 2013 is attached herewith as Annexure 2.
17. TRANSACTION WITH RELATED PARTIES
Your Company has not entered into any contract or arrangement or
transaction with its related parties which is not at arm's length
during financial year 2014-15 which falls under the scope of Section
188(1) of the Act, Form AOC 2 is enclosed as Annexure 3 forming part of
Directors Report.
18. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
1) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year: No
remuneration by way of sitting fees and commission is paid to Non
Executive Directors and hence not comparable. Ratio of remuneration of
Executive Directors to median remuneration of employees :
Mr. Daud Ali : 15.38 and Mr. Narendra Bhanawat : 1.55
2) The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, in the financial year 2014-15:-
Executive Directors,Chief Financial % increase/decrease in
Officer and Company Secretary remuneration 2014-15
Daud Ali 102.70%
Narendra Bhanawat 165 %
Aditi Parmar(w.e.f. 12.12.2014)* -
* Appointed w.e.f. 12.12.2014,hence not comparable.
3) In the financial year, there was an increase of 8.95% in the median
remuneration of employees.
4) There are 43 permanent employees on the rolls of Company as on 31
March,2015.
5) The explanation on the relationship between average increase in
remuneration and Company performance On an average, employees received
an annual increase of 10% every year. The individual increments varied
based on individual performances.
6) Comparison of the remuneration of the Key Managerial Personnel (KMP)
against the performance of the Company:-
Aggregate remuneration of key managerial
personnel (KMP) in FY15 (lacs) 20.89
Revenue (lacs) 3964.03
Remuneration of KMP's (as % of revenue) 0.52
Profit After Tax (PAT) (lacs) 96.33
Remuneration of KMP (as % of PAT) 10.64
7) Variation in the market capitalisation of the Company, price
earnings ratio as at the closing, date of the current financial year
and previous financial year:
Particulars March 31, 2015 March 31,2014 % change
Market capitalization 72,18,75,000 20,61,50,000 250
PE Ratio 136.18 1.14 13073.68
8) Percent increase / decrease in the market quotation of the shares of
the Company as compared to the rate which company came out with the
last public offer in the year: The company came out with the IPO in the
year 1992, The amount of Rs.590 lacs invested in the said IPO would be
worth Rs. 811 Lacs as on march 31rd,2015 indicating a rise of 37 %.
9) 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 :
The annual average increase was around 10% However, there is increase
in 10.26% in comparision to the fiscal year 2013-14. Justification:
Increase in salaries of Key Managerial Personnel are based on
performance of Individuals,Inflation, and many other factors, therefore
comparison of one against the other is not feasible.
10) Comparison of each remuneration of the key managerial Personnel
against the performance of the Company:
Daud Ali Narendra Aditi Parmar*
Managing Bhanawat Company
Director WTD and Secretary
CFO
(in lacs) (in lacs) (in lacs)
Remuneration in FY15 20.16 0.73 0.12
Revenue (in lacs) 3964.03
Remuneration as % of revenue .51 .018 -
Profit after Tax (PAT) (in lacs) 196.33
Remuneration's % of PAT) 10.26 0.37 -
'since, this information is for the part of the year, hence not
comparable.
11) The ratio of the remuneration of the highest paid Director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid Director during the year - None
12) The company affirms remuneration is as per the remuneration policy
of the Company to all the Directors, Key Managerial Personnel and other
Employees.
19. SHARE CAPITAL
During the year under report, the Issued, subscribed and paid up
capital of the Company increased to Rs. 2100 lacs from Rs. 1550 lacs
with the allotment of 13750,000 equity shares of Rs. 4/- each
consequent upon exercise of the option attached to the Convertible
Warrants by the holders of such warrants. The equity shares have been
listed on Mumbai Stock Exchange and National Stock Exchange Limited.
20. DELISTING OF EQUITY SHARES FROM JAIPUR STOCK EXCHANGES
Due to exit route order passed by SEBI vide Circular dated May 30,
2012..the equity shares of the company are no more listed on Jaipur
Stock Exchange Limited (JSEL).
21. DEPOSITS
The Company has not accepted any deposits and no non- compliance
occurred with respect to repaying of deposits during the year.
22. DEPOSITORY SYSTEM
The Company is already into Agreements with both the depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).
23. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism policy for the Directors
and Employees to report their genuine concerns or grievances. The
policy has been hosted on the Company's Website :
www.ltalicafurniture.com. The policy provides for adequate safeguard
against victimisation of employees and Directors to have direct access
to the Chairman or members of the Audit Committee or Company Secretary
of the company. This policy aims to:
Allow and encourage employees and business associates to bring to the
management notice concerns about suspected unethical behavior,
malpractice, wrongful conduct, fraud, violation of policies.
Ensure timely and consistent organizational response.
Build and strengthen a culture of transparency and trust.
Provide protection against victimization.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
CONSERVATION OF ENERGY
The Company lays great emphasis in the savings cost of energy
consumption. Therefore,reduction in the per unit consumption of energy
is on going exercise in the Company. Effective measures have been taken
to minimize the lossess of energy as far as possible.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
The Company continues to use the latest technologies for improving the
productivity and quality of its services and products. The Company
does not have a separate Research and Development activity. The Company
has not imported any technology.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review, there was foreign exchange earnings in
INR 9,21,900 (US S 14962.50)(calculated on the basis of F.O.B. value)
25. CORPORATE GOVERNANCE REPORT
Pursuant to the Listing Agreement with the Stock Exchange, Report on
Corporate Governance is enclosed after Directors Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is annexed as Annexure 4
forming part of Directors Report.
27. ACKNOWLEDGEMENT
Your Directors express their deep sense of appreciation for the
contribution made by the Staff .workers and all other employees of the
Company for the successful growth in the operations of our business.
The Directors also thank the Banks, Financial Institutions, Customers,
Suppliers, Shareholders, Central and State Government Authorities etc.
for their continuous co-operation and support that contributed in the
growth and prosperity of your Company. Your Directors look forward to
the continued support of these partners in progress.
For and on behalf of the Board of Directors
Sd/- Sd/-
DAUD ALI NARENDRA BHANAWAT
(Managing Director) (Whole Time Director and
DIN : 185336 Chief Financial Officer)
DIN : 146824
Mar 31, 2013
To The Members,
The Directors of your Company lhave pleasure in presenting their Twenty
First Annual Report and the Audited Accounts of the Company for the
year ended 31.3.2013
FINANCIAL RESULTS
(Rs. in lacs.)
Particulars 2012-2013 2011-2012
Turnover 2800.22 2451.91
Other Income 37.67 81.66
Profit/Loss(-)before Tax,
Interest,
Depreciation and extra
ordinary items 50.13 49.98
Interest 37.18 43.42
Depreciation 109.45 109.03
Profit/(Loss) before Tax and
extra ordinary
itemst -96.50 -102.47
Provisions for Income Tax 0 0
Extra Ordinary items 308.65 0
Profit/(Loss)after Tax and
extra ordinary items 212.15 -102.47
Surplus carried
from previous year -6851.86 -6749.39
Balance carried to Balance Sheet -6639.71 -6851.86
DIVIDEND
your Directors are unable to recommend any dividend for the year 2012-
2013,as the amount is kept for the Company''s future operations
OPERATIONS
During the year under review the Company recorded a turnover of
Rs.2800.22 lakhs (pr.yr. Rs. 2451.91 lakhs) and incurred a loss of
Rs.96.50 lakhs (Pr.Yr. Rs. 102.47 lakhs) before considering extra
ordinary items.
The bottom line continues to be under pressure due to non avalibility
of adequate working capital facilities leading to under utilisation of
the manufacturing facilities culminating in to high cost of production.
The bottom line is also under pressure due to increased competition and
declining margin coupled with the rising cost of the component of the
production.
REHABILITATION AND REVIVAL
As you are aware your Company was declared a sick industrial Company by
the Board for Industrial and Financial Reconstruction (BIFR) vide its
order dated 21.12.1998.The BIFR has circulated a draft revival scheme
prepared by the operating agency viz. IDBI for the revival of the
Company to the concerning persons for their consent.
DIRECTORS
Mr.Mukesh Kumar Kothari .Director, retire by rotation and being
eligible, offer himself for re-appointment at the ensuing Annual
General Meeting.
FIXED DEPOSITS
The Company has not accepted any deposit from public during the year
ended 31st March, 2013, under section 58-A of the Companies Act, 1956.
HUMAN RESOURCES
Your Directors would like to place on record their appreciation of the
efficient and loyal services rendered by all staff and workforce of the
Company, without whose wholehearted efforts, the overall satisfactory
performance would not have been possible.
There are no employees covered under the provisions of Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.
DIRECTORS'' RESPONSIBILITY-STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to the material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss
(without considering the non-provisions of interest, etc. as stated in
the Note No.30) of the Company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records, except Fixed Assets
Register which is missing and the adequate steps have been taken to
make it afresh, in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv)Your Company has been declared Sick by the Board for Industrial and
financial Reconstruction (BIFR) vide its order dated 21-12-1998, The
BIFR has circulated a draft revival scheme prepared by the operating
agency viz. IDBI for the revival of the Company to the concerning
persons for their consent. In view of this the Accounts had been
prepared on a ''going concern basis''.
CONSERVATION OF ENERGY
The Company lays great emphasis on savings in the cost of energy
consumption. Therefore, achieving reduction in the per unit consumption
of energy is on going exercise in the Company. Effective measures have
been taken to minimize the lossess of energy as far as possible.
TECHNOLOGY IMPORT AND ABSORPTION
Constant watch is kept on market trends. New designs are developed to
cater market requirements. Processes are adapted to improve product
quality thus meeting requirements for use on the latest market trends.
The Company does not have a separate Research and Development activity.
The Company has not imported any technology.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review there was no earnings and outgo in foreign
exchange.
AUDITORS AND AUDITORS-REPORTS
M/S Sampatilal Bohara & Co., Chartered Accountants, Udaipur retire at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment. Their remuneration for the current year is to be
fixed by you.
The Auditors'' observations in their report are self explanatory and
hence do not call for any further clarification under section 217 (3)
of the Companies Act,1956.
Cost Auditors:
The Ministry of Corporate Affairs (MCA) has introduced The Companies
(Cost Accounting Records) Rules, 2011 published vide GSR 430(E) dated
03rd June, 2011 which have become applicable '' to the Company with
effect from the financial year 2011-12. Henceforth, the Company is
required to maintain and keep cost records of all its units and
branches. Further the Company to which ¦ these rules apply is required
to submit a Compliance Report duly - certified by a Cost Accountant,
along with the Annexure to the Central Government in prescribed Form.
In view of the above, based on the recommendations of Audit Committee,
the Board of Directors 1 at its meeting held on 27lh May,2013 has
appointed M.S.Mehta & Associates, a Practicing Cost Accountant, as the
Cost Auditor to issue ComplianceCertificate for the financial year
2012-2013.
Further, in compliance with the Industry wise specific Cost Audit order
no. 52/26/CAB-2010 dated 6th November, 2012, which became applicable to
the products manufactured by the company, M.S.Mehta & Associates has
been appointed as the cost Auditor to conduct cost audit for the
financial year 2013-14 at Board meeting of the company held on 27th
May, 2013.
CORPORATE GOVERNANCE
A separate report on the compliance with clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors'' Certificate on its compliance form a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report on the operation of the
Company is provided in a separate section and forms a part this Report.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and Machinery as well
as of the enviornment.
APPRECIATION
Your Directors wish to place on record their appreciation of
co-operation and support received from the banks, financial
Institutions, Customers, Suppliers, Shareholders, Central and State
Government Authorities etc. to the continued growth and prosperity of
your Company. Your Directors look forward to the continued support of
these partners in progress.
Your Directors also wish to place on record their deep sense of
appreciation for the devoted services of the executives, Staff and
Workers of the Company for its success.
Place : Udaipur for and on behalf of the Board of Directors
Dated: 27-05-2013 DAUD ALI NARENDRA BHANAWAT
Managing Director Executive Director
Mar 31, 2012
The Directors of your Company have pleasure in presenting their
Twentieth Annual Report and the Audited Accounts of the Company for the
year ended 31.3.2012.
FINANCIAL RESULTS
(Rs. in lacs.)
Particulars 2011-2012 2010-2011
Turnover 2451.91 2090.96
Other Income 81.66 0.64
Profit/Loss(-)before Tax, Interest,
Depreciation and extra ordinary items 49.98 8.96
Interest 43.42 0
Depreciation 109.03 109.62
Profit/(loss) before Tax and extra ordinary
items -102.47 -100.66
Provisions for Income Tax 0 0
Extra Ordinary items 0 2911.67
Profit/(Loss)after Tax and extra ordinary items 0 2811.01
Surplus carried from previous year -6749.39 -9560.40
Balance carried to Balance Sheet -6851.86 -6749.39
DIVIDEND
In view of the poor performance of the Company your Directors are
unable to recommend any dividend for the year 2011-2012.
OPERATIONS
During the year under review the Company recorded a turnover of
Rs.2451.91 lakhs (pr.yr. Rs. 2090.96 lakhs) and incurred a loss of Rs.
102.47 lakhs (Pr.Yr. Rs. 100.66 lakhs) before considering extra
ordinary items.
The bottom line continues to be under pressure due to non avalibility
of adequate working capital facilities leading to under utilisation of
the manufacturing facilities culminating in to high cost of production.
The bottom line is also under pressure due to increased competition and
declining margin coupled with the rising cost of the component of the
production.
REHABILITATION AND REVIVAL
As you are aware your Company was declared a sick industrial Company by
the Board for Industrial and Financial Reconstruction (BIFR) vide its
order dated 21.12.1998 In spite of all the endeavour, the BIFR
recommended the winding of the Company against which an appeal has been
preferred to the AAIFR and AAIFR has set aside the orders of BIFR and
has remanded back matter to BIFR. BIFR/ IDBI (OA) is in process of
formulating Draft revival Scheme.
DIRECTORS
Mr.Magan Lai Sharma,Director, retire by rotation and being eligible,
offer himself for re-appointment at the ensuing Annual General Meeting.
FIXED DEPOSITS
The Company has not accepted any deposit from public during the year
ended 31st March, 2012, under section 58-A of the Companies Act, 1956.
HUMAN RESOURCES
Your Directors would like to place on record their appreciation of the
efficient and loyal services rendered by all staff and workforce of the
Company, without whose wholehearted efforts, the overall satisfactory
performance would not have been possible.
There are no employees covered under the provisions of Section.
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to the material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss
(without considering the non-provisions of interest, etc. as stated in
the Note No.30) of the Company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records, except Fixed Assets
Register which is missing and the adequate steps have been taken to
make it afresh, in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv) Your Company has been declared Sick by the Board for Industrial
and financial Reconstruction (BIFR) vide its order dated 21-12-1998,
BIFR vide its order dated 22-02-2007 recommended winding up of the
Company. However Company preferred an appeal at AAIFR, AAIFR has set
aside the orders of BIFR and has remanded back matter to BIFR. BIFR/
IDBI (OA) is in process of formulating Draft revival Scheme. In view of
this the Accounts had been prepared on a 'going concern basis'.
CONSERVATION OF ENERGY
The Company lays great emphasis on savings in the cost of energy
consumption. Therefore, achieving reduction in the per unit consumption
of energy is on going exercise in the Company. Effective measures have
been taken to minimize the lossess of energy as far as possible.
TECHNOLOGY IMPORT AND ABSORPTION
Constant watch is kept on market trends. New designs are developed to
cater market requirements. Processes are adapted to improve product
quality thus meeting requirements for use on the latest market trends.
The Company does not have a separate Research and Development activity.
The Company has not imported any technology.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review there was no earnings and outgo in foreign
exchange.
AUDITORS AND AUDITORS'REPORTS
M/S Sampatilal Bohara & Co., Chartered Accountants, Udaipur retire at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment. Their remuneration for the current year is to be
fixed by you.
The Auditors' observations in their report are self explanatory and
hence do not call for any further clarification under section 217 (3)
of the Companies Act, 1956.
CORPORATE GOVERNANCE
A separate report on the compliance with clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors' Certificate on its compliance form a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report on the operation of the
Company is provided in a separate section and forms a part this Report.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and Machinery as well
as of the environment.
APPRECIATION
Your Directors wish to place on record their appreciation of
co-operation and support received from the banks, financial
Institutions, Customers, Suppliers, Shareholders, Central and State
Government Authorities etc. to the continued growth and prosperity of
your Company. Your Directors look forward to the continued support of
these partners in progress.
Your Directors also wish to place on record their deep sense of
appreciation for the devoted services of the executives, Staff and
Workers of the Company for its success.
Place : Udaipur for and on behalf of the Board of Directors
Dated : 23-05-2012
DAUD ALI NARENDRA BHANAWAT
Managing Director Executive Director
Mar 31, 2011
To The Members,
The Directors of your Company have pleasure in presenting their
Nineteenth Annual Report and the Audited Accounts of the Company for
the year ended 31.3.2011.
FINANCIAL RESULTS
(Rs. In lacs.)
Particulars 2010-2011 2009-2010
Turnover 2307.93 1920.98
Other Income 0.64 0
Protit/Loss(-)before Tax, Interest, 8.96 98.80
Depreciation and extra ordinary items
Interest 0 0
-Depreciation 109.62 243.95
Profit/(Loss) before Tax and extra
ordinary
items -100.66 -145.15
Provisions for Income Tax 0 0
Extra Ordinary items 2911.67 0
Profit/(Loss)after Tax and extra 2911.67 -145.15
ordinary items
Surplus carried from previous year -9560.40 -9415.25
Balance carried to Balance Sheet -6749.39 -9560.40
DIVIDEND
In view of the poor performance of the Company your Directors are
unable to recommend any dividend for the year 2010-2011.
OPERATIONS
During the year under review the Company recorded a turnover of Rs.
2307.93 lakhs (pr.yr. Rs. 1920.98 lakhs) and incurred a loss of Rs.
100.66 lakhs (Pr. Yr. Rs. 145.15 lakhs) before considering extra
ordinary items.
The bottom line continues to be under pressure due to non avalibility
of adequate working capital facilities leading to under utilisation of
the manufacturing facilities culminating in to high cost of production.
The bottom line is also under pressure due to increased competition and
declining margin coupled with the rising cost of the component of the
production.
REHABILITATION AND REVIVAL
As you are aware your Company was declared a sick industrial Company by
the Board for Industrial and Financial Reconstruction (BIFR) vide its
order dated 21.12.1998 In spite of all the endeavour, the BIFR
recommended the winding of the Company against which an appeal has been
preferred to the AAIFR and the same is pending for adjudication.
Your directors are fully confident that the Company is potentially
viable and can be revived. With this zeal and happy to communicate that
during the year under review your Company entered into negotiated
settlements with its secured lenders and their assignees and settled
their dues.
In order to discharge the settled amount the Company borrowed a sum of
Rs. 516.50 lakhs on the security of its assets. Further under the
settlement the Stressed assets Stabilisation Fund-assignee of
Industrial Development Bank of India agreed to accept Rs. 640 lakhs
including interest over a period of eight years.
The company continues to make payment as per the schedule of payment
and there is no default.
DIRECTORS
Mr.Mukesh Kumar Kothari,Director, retire by rotation and being
eligible, offer himself for re-appointment at the ensuing Annual
General Meeting.
FIXED DEPOSITS
The Company has not accepted any deposit from public during the year
ended 31 st March, 2011, under section 58-A of the Companies Act, 1956.
HUMAN RESOURCES
Your Directors would like to place on record their appreciation of the
efficient and loyal services rendered by all staff and workforce of the
Company, without whose wholehearted efforts, the overall satisfactory
performance would not have been possible.
There are no employees covered under the provisions of Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, it is stated
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to the material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss
(without considering the non-provisions of interest, etc. as stated in
the Notes to Accounts - schedule 14) of the Company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records, except Fixed Assets
Register which is missing and the adequate steps have been taken to
make it afresh, in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(iv) Your Company has been declared Sick by the Board for Industrial and
financial Reconstruction (BIFR) vide its order dated 21-12-1998, BIFR
vide its order dated 22-02-2007 recommended winding up of the Company.
However Company preferred an appeal, AAIFR has stayed the impunged
order. The management feels that result will come in to the company"s
favour. In view of this the Accounts had been prepared on a going
concern basis.
CONSERVATION OF ENERGY
The Company lays great emphasis on savings in the cost of energy
consumption. Therefore, achieving reduction in the per unit consumption
of energy is on going exercise in the Company. Effective measures have
been taken to minimize the lossess of energy as far as possible.
TECHNOLOGY IMPORT AND ABSORPTION
Constant watch is kept on market trends. New designs are developed to
cater market requirements. Processes are adapted to improve product
quality thus meeting requirements for use on the latest market trends.
The Company does not have a sepa-rate Research and Development
activity.
The Company has not imported any technology.
FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review there was no earnings and outgo in foreign
exchange.
AUDITORS AND AUDITORS' REPORTS
M/S Sampatilal Bohara & Co., Chartered Accountants, Udaipur retire at
the ensuing Annual General Meeting and being eligible, Qffer themselves
for re-appointment. Their remuneration for the current year is to be
fixed by you.
The Auditors' observations in their report are self explanatory and
hence do not call for any further clarification under section 217 (3)
of the Companies Act,1956.
CORPORATE GOVERNANCE
A separate report on the compliance with clause 49 of the Listing
Agreement with the Stock Exchanges on Corporate Governance and the
Auditors' Certificate on its compliance form a part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report on the operation of the
Company is provided in a separate section and forms a part this Report.
SAFETY
Adequate safety measures and safe working practices have been
implemented to ensure safety of workforce, plant and Machinery as well
as of the eriviornment.
APPRECIATION
Your Directors wish to place on record their appreciation of
co-operation and support received from the banks, financial
Institutions, Customers, Suppliers, Shareholders, Central and State
Government Authorities etc. to the continued growth and prosperity of
your Company. Your Directors look forward to the continued support of
these partners in progress.
Your Directors also wish to place on record their deep sense of
appreciation for the devoted services of the executives, Staff and
Workers of the Company for its success.
for and on behalf of the Board of Directors
DAUD ALI NARENDRA BHANAWAT
Managing Director Executive Director
Place : Udaipur
Dated : 28-05-2011