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Directors Report of R&B Denims Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Fifth Annual Report together with the audited financial statements for the year ended March 31,2015. The Management Discussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE

* Standalone net sales for the year was Rs. 1,544,346.65 (in thousands) as compared to Rs. 1,072,804.11 (in thousands) in 2014, a growth of 43.95%;

* Standalone profit before tax for the year was Rs. 7,728.79 (in thousands)as compared to Rs. 5506.77 (in thousands)in 2014;

* Standalone Profit after tax for the year was Rs. 3,688.19 (in thousands) as compared to Rs. 1,733.74 (in thousands) in 2014.

2. FINANCIAL RESULTS

(Rs. In thousands)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Sales/ Business Income 1,544,346.65 1,072,804.11

Other lncome 21,931.71 17,307.05

Total Income 1,566,278.36 1,090,111.16

Profit Before Tax and 7,728.79 5,506.77 Exceptional Items

Exceptional Items - (1,783.86)

Profit before Taxation 7,728.79 3,722.91

Income Tax (1,477.92) (1,066.99)

Deferred Tax (3,992.50) (2,286.80)

MAT Credit Provision 1,429.83 1,364.63

Profit after Taxation 3,688.19 1,733.74

The financial year 2014-15 has been a very successful and important year for the Company. In this year, company brought an Initial Public Offer Issue and listed on SME Platform of Bombay Stock Exchange (BSE)

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013

For the financial year ended on March 31, 2015, the Company is proposed to carry an amount of Rs 3,688.19 (in thousands) to Balance Sheet under the head General Reserve Account.

4. DIVIDEND

During the year Company has earned adequate profit and your directors have decided to plough back the profit into the business and hence no dividend could be recommended.

5. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

6. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 139,946.88 (in thousands). During the year under review, the Company has issued 3,710,000 Equity shares of Rs. 10/- each without differential voting rights. As on March 31,2015, the Directors of the Company holds 21.32% shares of the Company.

7. FINANCE

Cash and cash equivalent as at March 31, 2015 was Rs. 8,040.85 (in thousands) The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

ACCEPTANCE OF DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the "Annexure-A" to the Board of Directors Report.

8. OPERATIONS

As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign - wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively. Compare with the last year''s 6.3% and 10.1% However, high interest rates, a depreciated currency led to deceleration in the economic recovery. Particularly, performance of industry sector was lackluster last year, owing to high interest cost and low investment. In the backdrop of above macro-economic scenario, the performance of your Company is highly encouraging. Your Company has closed the financial year 2014-15 with 44% growth in sales and PBT (excluding Exceptional items) has shown a growth of 40.35% compared to the previous year. Your Company has achieved the growth across all business segments.

9. DENIM INDUSTRY OUTLOOK AND OPPORTUNITIES

The Indian denim industry is showing continual growth trends over the years. With newer territories, technologies and trends, the market is only going to see some exciting moments ahead. Consumers, especially the youth, in cities beyond the metros and mini metros are growing exceptionally aspirational. They are increasingly accepting denim as a core apparel category to be worn as an everyday casual garment.

Denim is of the most promising category in India''s apparel market. In 2013, the denim market of India was worth Rs. 13,500 Cr. which accounts for 5 percent of the total apparel market of the country. The market is projected to grow at a CAGR of 15 percent to become Rs. 27,200 Cr. market in 2018. The denim market in India is skewed towards men''s segments with 85 percent contribution coming from it. Women''s denim segment contributes 9 percent to the market and the kids segment the rest 6 percent. The women''s and kid''s denim segments are expected to witness higher growth rates due to their lower base and increasing focus of brands and retailers on those segments.

The value share of denim market is skewed in favour of mega metros and metros which account for almost half of the total denim market at a share of 49 percent. Though the markets of other urban areas and rural India contribute high in volume terms, their combined share in market value is only 51 percent.

As the penetration of denim category and the awareness of denim quality increases in those cities and rural India, their share in market value will start increasing with more number of consumers willing to pay premium for the quality, design and fit.

Denim is primarily produced from cotton and India is expected to overcome China as the single largest producer of cotton the world in 2015. The country is the second largest producer of cotton yarn. The denim fabric production capacity of India is more than 1,000 million meters per year, and India is still witnessing entrance of more denim fabric manufacturers in the industry.

Denim fabric production in India is concentrated in the western and a northern part of the country with more than 45 percent contribution coming from Gujarat is the production hub.

10. COSTS DENIM BUSINESS

During the year 2014, the economy witnessed an upward movement in the overall cost structure and the Company continued to focus on cost improvements through its excellent programs.

Cost of materials consumed

Cost of materials consumed accounted for 78% of total income from operations (87% in 2014), Cost of material consumed increased by 29% in 2015 over 2014. Yarn prices were increased by 23% in 2015 as compared to 2014 while Coal/Lignite prices were increased by 84% in 2015 as compared to 2014. Color/Chemical prices increased by 66% in 2015 over 2014. The cost of material consumed during the year increased on account of fully utilization of capacity of Plant and machinery installed.

Power & Fuel

The power and fuel spend was Rs. 146,167.66 (in thousands) which constitutes 9% of the total income from operations of the company. Coal cost increased by 130% in 2015 over 2014 while Electricity purchased increased by 42% in 2015 over 2014 mainly on account of a fully utilization of capacity of Plant and machinery installed.

Other Expenditure

Other expenditure constitutes 1% of total income from operations of the Company. The increase in other expenditure was 18% in 2015 over 2014.

11. SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Company''s business and has become an integral part of its decision making process while considering social, economic and environmental dimensions. During the year 2014-15, a Sustainability Development was developed with a focus on the following areas:

a. Dust Emissions

b. Air Emissions

Dust Emissions

* Our Company is a member of Gujarat Eco-Textile Park (GETP], The Park help us to reduce dust pollution. The Company has also implemented various measures across all its operations to control fugitive emissions.

Air Emissions

* Initiatives were taken to reduce air pollution cause due to production processes. Company has taken license from Gujarat Pollution Control Board (GPCB). The officers of the board often comes on a surprise visit to our factory and takes the sample of air to verify level of air pollution. The samples are tested by GPCB in their own laboratory and report is issued to us.

12. HEALTH & SAFETY

Health & Safety (H&S] remains the Company''s top priority. Our company is equipped with proper first aid facilities, Medical facilities and stretchers. The shift supervisors have been trained in basic life support techniques.

With regard to safety, two key areas of focus identified were Facility Management for the employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for employees such as washrooms with bathing facilities, rest rooms, proper availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by employees were safe and the company provides earplugs, helmet, nose & face mask, hand gloves, safety shoes to protect its employees. The process of screening of employees was made more stringent to ensure that the employees were aligned with the Company''s objectives.

13. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support, and various employees'' engagement programs, which have helped the Organization, achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement.

The Company''s HR processes such as hiring and on boarding, fair transparent performance evaluation and talent management process, and market aligned policies have been seen as at good level practices in the Industry.

Employees of Choice:

The Company has positioned itself as one of the best companies to work for. Employees have option to work with the world class technologies and have flexibility to pursue different functions. Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects, which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

Leadership Development:

As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role. Apart from this, a large number of senior, middle and other employees are sent for leadership programs or are assigned to small independent projects, which are planned for identified talent.

Industrial Relation:

The Company shares relevant business information with the union in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issue through mutual dialogue.

Individual Development Planning:

This is an annual process tied to business planning and the budget cycle, whereby the management in our organization establishes training goals and plans for employees of the organization.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the provisions of Section 135(1) of the Companies Act, 2013 is not applicable to our company.

15. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company hereby confirms that, according to the provisions contained in circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 of SEBI, clause 49 of the listing agreement is not applicable to our company.

16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance. The Company has a vigil mechanism and whistle blower policy to deal with unethical behavior, fraud or violation of the Company''s code, if any. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://www.rnbdenims.com/images/VIGIL%20MECHANISM%20F0R%20DIRECT0RS %20AND%20EMPL0YEES.pdf

18. DIRECTORS

The members had appointed Mrs. Prerna Jain as Independent Director in the Fourth AGM of the Company pursuant to the provisions of Section 149,152 and all other applicable provisions, if any, of the Companies Act, 2013 for a period of 5 years with effect from September 22,2014.

Mr. Kapil Hemant kumar Hojiwala former Independent Director retired from the services of the Company with effect from August25,2014.

The Board has placed on record its appreciation for the outstanding contributions made by Mr. Kapil Hemant kumar Hojiwala during their respective tenures of office.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Deepak A Dalmia retires by rotation and is eligible for re-appointment.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

Meetings is prepared and circulated in advance to the Directors. During the year, Board Meetings and Committee Meetings were convened and held. The details of which are given herein below and also in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Meetings held during the F.Y. 2014-15

Sr. Date of Meeting Class of Meeting Board No. of Directors No. Strength Present

1 10/04/2014 Stakeholders'' 3 3 Relationship Committee

2 11/04/2014 Board of 8 6 Director Meeting

3 10/05/2014 Audit 4 4 Committee

4 25/05/2014 Board of 8 6 Director Meeting

5 10/06/2014 Board of 8 4 Director Meeting

6 21/07/2014 Stakeholders'' 3 3 Relationship Committee

7 18/08/2014 Nomination & 4 4 Remuneration Committee

8 24/08/2014 Audit Committee 4 4

9 25/08/2014 Board of Director 8 6 Meeting

10 30/09/2014 Board of Director 8 6 Meeting

11 05/11/2014 Stakeholders'' 3 3 Relationship Committee

12 12/11/2014 Audit Committee 4 4

13 14/11/2014 Board of Director 8 8 Meeting

14 10/02/2015 Board of Director 8 4 Meeting

15 17/02/2015 Nomination & 4 4 Remuneration Committee

16 25/02/2014 Stakeholders 3 3 ''Relationship Committee

17 02/03/2015 Audit Committee 4 4

19. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large and the details of which is prescribed in Form AOC-2 as an "Annexure-B" attached to this report.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions, which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the CEO & MD and the CFO.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

21. AUDITORS

Statutory Auditors

The Company''s Auditors, Messrs PRADEEP SINGHI & ASSOCIATES, Chartered Accountants, Surat who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its denim activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs V. M Patel & Associates to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 35,000 plus Service tax, if applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to Messrs V.M Patel & Associates, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has appointed Messrs JAINAM N SHAH & CO, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively affect the socio-economic and environmental dimensions and contribute to sustainable growth and development.

23. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance by Auditor is annexed herewith as "Annexure-D".

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-E".

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-F".

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-G of the Annual Report

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours of the Company up to the date of the ensuing Annual General Meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.

27. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors gratefully acknowledge all stakeholders of the Company viz. workers, staff, customers, members, dealers, vendors, banks, concerned authorities and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

28. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

29. DISCLAIMER

Certain statements in this report relating to Company''s objectives, projections, outlook, expectations, estimates, etc may be forward looking statements within the meaning of applicable laws and regulations. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, actual results or performance could differ materially from such expectations, projections, etc whether express or implied as a result of among other factors, changes in economic conditions affecting demand and supply, success of business and operating initiatives and restructuring objectives, change in regulatory environment, other government actions including taxation, natural phenomena such as floods and earthquakes, customer strategies, etc over which the Company does not have any direct control.

BY ORDER OF THE BOARD OF DIRECTORS

SD/-

SURAT Amitkumar Anandbhai Dalmia (Chairman & Whole-time Director) Date: 20/05/2015 DIN:00034642 Add: C/602/603 Regency Tower, Dumas Road, 20/05/2015 Piplod, Surat-394550


Mar 31, 2014

THE MEMBERS

The Directors have pleasure in presenting the 4th Annual Report on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. In thousand) YEAR ENDEND YEAR ENDED Particulars 31.03.2014 31.03.2013

Sales/ Business Income 1,072,804.11 580,183.48

Other Income 17,307.05 7,015.56

Total Income 1,090,111.16 587,199.04

Profit Before Tax and Exceptional Items 5.509.42 1,776.82

Exceptional Items 1,783.86 -

Profit before Taxation 3,725.56 1,776.82

Income Tax 1,067.50 338.58

Deferred Tax 2,287.75 -

MAT Credit Provision 1,365.12 -

Profit after Taxation 1.735.43 1,438.24



GENERAL REVIEW

The company is engaged into manufacturing and selling of Denim fabrics. The company''s performance has been overwhelming and encouraging during the year. Despite the stiff challenges, the company had achieved its targeted turnover and Net Profit as well. The Directors are hopeful to face challenges successfully and to make head way in the coming years.

OPERATIONS

The macroeconomic scenario during the year under review was characterized by world economy continuing its downward trend on growth; as world economy further decelerated its growth rate to 3.0% in 2013 compared to 3.2% in 2012. India''s economy showed some signs of recovery, albeit slow, in FY 2013-14. India''s GDP growth rate moderately increased to 4.9%, as compared to 4.5% in FY 2012-13.

This was accompanied by some easing in the inflation rate. However, high interest rates, a depreciated currency and uncertainty due to logjam of decision making of earlier government in the center have led to deceleration in the economic recovery. Particularly, performance of industry sector was lackluster last year, owing to high interest cost and low investment. In the backdrop of above macro-economic scenario, the performance of your Company is highly encouraging. Your Company has closed the financial year 2013-14 with 85% growth in sales and 31% growth in Operating Earnings before Interest, Depreciation and Taxes. (Operating EBITDA). PBT (excluding Exceptional Income) has shown a growth of 110% compared to the previous year. Your Company has achieved the growth across all business segments.

A detailed analysis of the financial results is given in the Management Discussion and Analysis report, which forms part of this report.

DIVIDEND

During the year Company has earned adequate profit and your directors have decided to plough back the profit into the business hence no dividend could be recommended.

LOANS & ADVANCES

The company has taken unsecured loans from companies, firms or other parties mentioned under the register maintained u/s. 301 of the companies Act, 1956 and the same are repaid during the year. The amount of loan accepted during the period is Rs. 240 lacs. The amount of loan repaid during the period is Rs. 385 lacs.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits in contravention of Sec. 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit Rules) 1975, as on 31st March, 2014. The Company has not accepted deposits from Small Depositors within the meaning of Section 58AA of the Companies Act, 1956 read with Companies (Amendment) Act, 2000.

PARTICULARS OF EMPLOYEES

During the year the Company''s relation with its employees remained cordial. The Directors express their gratitude to the management and staff for their continued co-operation and excellent contribution towards achieving the corporate goal. In compliance with the provisions of Sec. 217(2A) of the Companies Act, 1956 read with the provisions of the Companies (Particulars of Employees) Rules, 1975, no Director or employee of the company has received remuneration in excess of the limit specified u/s 217 (2A) of the Companies Act, 1956.

MATERIAL CHANGES SUBSEQUENT TO THE CLOSE OF THE YEAR

Material changes have occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors. Your Directors are pleased to inform that the Company has been listed on Bombay Stock Exchange on SME Platform on 22nd day of April, 2014.

DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUT GO.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this report. The information required to be given under Sec 217(2A) is given as per Annexure – A

DIRECTORS

Mr. Kapil Hojiwala resigned from his post of Independent Director of the Company with effect from 25th August, 2014. Your Directors take this opportunity to express their deep sense of appreciation for the valuable services rendered by Mr. Kapil Hojiwala during his tenure as a Director.

Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013, your Directors proposed to re-appoint Mr. Girish Kumar Kalawatia, Mr. Dharmesh P. Mehta and Mr. Manak Lal Tiwari as Independent Directors of the Company to hold office for five consecutive years for a term up to 31st March, 2019, subject to approval by the members in the ensuing Annual General Meeting and their office as Independent Directors shall not be subject to retirement by rotation Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013, your Directors propose to appoint Mrs. Prerna Jain as Independent Director of the Company to hold office for five consecutive years for a term up to 31st March, 2019, her office as Independent Director shall not be subject to retirement by rotation subject to approval by the members in the ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 52 of the Listing Agreement are complied with.

A separate report on Corporate Governance and Management Discussion and Analysis Report is being published as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 52 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In presentation of the annual accounts, the applicable standards had been followed along with proper explanation in relation to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Comapnies Act, 2013 (to the extent notified) for safeguarding the assets of your Company and for preventing and detection of fraud and other irregularities;

4. The Directors have prepared the Annual Accounts on a Going Concern basis.

AUDITORS

The Auditors of the Comapny M/s. Pradeep Singhi & Associates, Chartered Accountants, are retiring at the forthcoming AGM. The Auditors being eligible offer themselves for reappointment.

APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives towards the performance of the Company.

ACKNOWLEDGEMENT

Your Directors would like to appreciate the efforts of the Company''s employees for their continued co-operation and unstinted support extended to the company. The support of Bank, Vendors and Buyers has also been invaluable to the Company''s performance and your Directors take this opportunity to appreciate it deeply.

By Order of Board of Directors Sd/- Date: 25/08/2014 Rajkumar Borana Place: Surat Chairman & Managing Director

 
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