Directors Report of Eimco Elecon (India) Ltd.
Mar 31, 2023
The Directors take pleasure in presenting the 49th Annual Report together with the Audited Financial Statements for the Financial Year ended on 31st March, 2023.
Total Revenue for the year increased to ? 17,269.70 Lakh as compared to ? 8,444.37 Lakh in the previous year. Profit Before Tax for the year was ? 2,648.62 Lakh as compared to ? 987.69 Lakh in the previous year. Profit After Tax for the year was ? 2,086.75 Lakh as compared to ? 851.94 Lakh in the previous year.
|
2. FINANCIAL RESULTS |
('' in Lakhs) |
|||
|
Particulars |
Standalone |
Consolidated |
||
|
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
|
|
Revenue from Operations |
17,269.70 |
8,444.37 |
17,269.70 |
8,444.37 |
|
Other Income |
1,048.61 |
918.21 |
905.81 |
918.21 |
|
Total Income from Operations |
18,318.31 |
9,362.58 |
18,175.51 |
9,362.58 |
|
Profit Before Tax |
2,648.62 |
987.70 |
2514.36 |
1,003.54 |
|
Tax Expenses |
561.87 |
135.75 |
561.87 |
135.75 |
|
Share in Profit of Associates |
- |
- |
8.54 |
15.84 |
|
Profit for the Year |
2,086.75 |
851.95 |
1,952.49 |
867.79 |
|
Other Comprehensive Income |
(19.19) |
(26.49) |
(19.19) |
(26.49) |
|
Total Comprehensive Income for the year |
2,067.56 |
825.46 |
1,933.30 |
841.30 |
|
Equity Reserves |
34,309.89 |
32,386.53 |
34,496.28 |
32,707.19 |
Your directors recommend for your consideration a dividend of 50% i.e. ?5/- per share on 57,68,385 equity shares of ?10/- each for the year ended on 31st March, 2023 (Previous Year ?2.5/- per share on 57,68,385 equity shares of ?10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.
The Dividend Distribution Policy is available on the Companyâs website www.eimcoelecon.in.
During the year, the unclaimed dividend pertaining to the Financial Year 2014-15 has been transferred to the Investor Education & Protection Fund.
The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the Statement of Profit & Loss.
5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has neither subsidiary nor Joint Venture Company.
Associate Company :
Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Limited. The profit of the Associate for the Financial Year ended on 31st March, 2023 was ? 8.54 Lakh as against profit of ?15.84 Lakh for the previous year.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Accounting Standards) Rules, 2016, notified under Section 133 of the Companies Act, 2013 and form an integral part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Ventures is given in Form AOC-1 which forms an integral part of this Report.
The paid up Equity Share Capital as on 31st March, 2023 was ?576.84 Lakh. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.
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. The whole of the properties of the Company have been suitably insured.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.
The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no unpaid / unclaimed deposits as on 31st March, 2023.
10. DIRECTORSResignation by Independent Directors
Shri Nalin M. Shah, Independent Director, ceased to be a director of the Company w.e.f. 25th January, 2023. The Board placed on record their appreciation for the assistance and guidance provided by Shri Nalin M. Shah during his tenure as Non-Executive Independent Director of the Company.
Shri Prayasvin B. Patel retires by rotation at the
forthcoming Annual General Meeting of the Company
and, being eligible, offers himself for re-appointment.
The Board recommends his appointment for your
approval.
Appointment of Independent Directors
Shri Venkatraman Srinivasan (DIN: 00246012) was appointed as an Additional Non-Executive Independent Director of the Company for a period of 5 years with effect from 24th April, 2023, subject to approval of the members at the 49th Annual General Meeting of the Company. He holds a Bachelor''s Degree in Commerce from the University of Bombay and is a Fellow Member of the Institute of Chartered Accountants of India since 1981. He has more than 36 years of rich experience in Finance, Accounts, Governance and Corporate Laws.
In the opinion of the Board, he is well versed in the fields of accountancy, finance, risk management, insurance, governance and corporate laws etc., who brings a wealth of experience and financial acumen to the Eimcoâs Board and his vast experience in the realm of various fields will be beneficial to the Company. Further, he possesses relevant proficiency which will bring tremendous value to the Board and to the Company. The Board recommends his appointment to the shareholders. The notice convening the 49th AGM forming part to this annual report sets out the details.
In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and Regulation 16(1) (b) and other applicable regulations of the Listing Regulations, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation. Accordingly, Shri Venkatraman
Srinivasan (DIN: 00246012) shall be appointed as an Independent Director to hold office for a term of five consecutive years from the date of 24th April, 2024 subject to approval of the members at the ensuing 49th Annual General Meeting of the Company and shall not be liable to retire by rotation.
Membersâ approval for his appointment as an Independent Director, under Sections 149 and 152 of the Companies Act, 2013 and under Listing Regulations has been sought in the Notice convening the 49th Annual General Meeting of the Company.
The Independent Directors met on 2nd March, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of NonIndependent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Statutory Declarations/Disclosures by Directors
All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the year ended on 31st March, 2023. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and
the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;
(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;
(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31st March, 2023; and
(vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31st March, 2023.
12. KEY MANAGERIAL PERSONNEL (KMP)
As on 31st March, 2023, Shri Mukulnarayan Dwivedi, Executive Director; Shri Vishal C. Begwani, Chief Financial Officer and Shri Rikenkumar Dalwadi, Company Secretary are designated as KMP of the Company.
The Board of Directors have the following Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholdersâ Relationship Committee
d. Corporate Social Responsibility Committee.
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and notifications/ circulars of SEBI, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The weblink of the policy is https:// eimcoelecon.in/wp-content/uploads/2020/06/THE-NOMINATION-AND-REMUNERATION-POLICY.pdf.
16. NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board met 4 times. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum intervals between any two meetings are as prescribed under the Companies Act, 2013.
17. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of the Companyâs business.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Companyâs business. Transactions with related parties are disclosed in the notes to accounts to the financial statements.
The Form No. AOC-2 envisages disclosure of material contracts or arrangement or transaction at armâs length basis is annexed with as Annexure â1â.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. The weblink of the policy is https://eimcoelecon.in/wp-content/ uploads/2022/08/7 g EIMCO-ELECON RPT-Policv 31012022.pdf.
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under the Corporate Social Responsibility (CSR), the Company has undertaken projects in the area of education and health care. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Annual Report on CSR activities is annexed herewith as Annexure âAâ.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
20. MANAGEMENTâS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company is given in the Managementâs Discussion and Analysis appearing as Annexure âBâ to this Report.
21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs C.F. Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at followingweb-link- https://eimcoelecon. in/wp-content/uploads/2023/01/The-Whistle-Blower-Policy 30012023.pdf.
Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are complied with.
A detailed report on Corporate Governance is appearing as Annexure âCâ to this Report along with the Auditorsâ Certificate on its compliance by the Company.
The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are set out in the Annexure âDâ to the Boardâs Report.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The information on conservation of energy, technology of absorption and foreign exchange earning and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure âEâ forming part of this report.
Messrs K. C. Mehta & Co LLP, Chartered Accountants, Vadodara were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years at the 48th Annual General Meeting of the Company.
There is no audit qualification, reservation or adverse remark in the Auditorsâ Report for the year under review.
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 activity are required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed Messrs Diwanji & Co., Cost Accountants, to audit the cost accounts of the Company for the financial year ending 31st March, 2024 on a remuneration of '' 55,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to Messrs Diwanji & Co., Cost Accountants, the Cost Auditors is included at Item No. 6 of the Notice convening the Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates a firm of Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year 2022-23 is annexed herewith as Annexure âFâ. There is no secretarial audit qualification for the year under review.
Further, your Directors have on the recommendation of the Audit Committee appointed M/s. J. J. Gandhi & Co., Vadodara, Practicing Company Secretary, as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report for the Financial Year 2023-24
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2023 is available on the Companyâs website https://eimcoelecon.in/ annual-return-as-provided-under-section-92-of-the-companies-act-2013/.
The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management prepares the Risk Register which is reviewed by the Audit Committee and the Board of the Company.
The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your companyâs businesses.
33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy.
The following is a summary of sexual harassment complaints received and disposed-off during the year 2022-23:
|
No. |
of complaints received : |
Nil |
|
No. |
of complaints disposed off : |
N.A. |
|
No. |
of complaints pending : |
Nil |
The policy on Sexual Harassment at workplace is placed on the Companyâs website at https:// eimcoelecon.in/wp-content/uploads/2019/04/Sexual-Harassment-Policy.pdf.
34. INDUSTRIAL RELATIONS/PERSONNEL
Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts the Company invests and improvises development programmes for its employees.
35. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. During the first Board Meeting attended, each newly appointed Independent Director is taken through a formal induction program, including the presentation from the Whole-time Director on the Companyâs manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about his/her legal and regulatory responsibilities as a Director. The Familiarization Programme for Independent Directors includes a detailed presentation by Business and Functional Heads, visit to the manufacturing site, etc. Weblink for the Policy for the Familiarisation Programme for Independent Directors https://eimcoelecon.in/ details-of-familiarization-programmes-imparted-to-independent-directors/.
36. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and date of this report.
37. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial period under review, no application was made under the Insolvency and Bankruptcy Code, 2016 (âIBC 2016â) by the
Company. No proceedings are pending under IBC 2016 against the Company.
38. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.
39. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business during the year under review.
40. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.
Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers, collaborators, business associates and other agencies for their faith, trust and confidence reposed in the Company.
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.
For and on behalf of the Board of Directors,Mukulnarayan Dwivedi Prayasvin B. Patel
Executive Director Executive Director
DIN :08442155 DIN : 00037394
Place : Vallabh Vidyanagar Date: 24th April, 2023
Mar 31, 2018
To:
The Members of EIMCO ELECON (INDIA) LTD.
The Directors take pleasure in presenting the 44th Annual Report together with the audited financial statements for the financial year ended on 31st March, 2018.
1. HIGHLIGHTS OF PERFORMANCE
Total Revenue for the year decreased to Rs. 15,176.93 lakhs as compared to Rs. 19,888.99 lakhs in the previous year. Profit Before Tax for the year was Rs. 1,943.64 lakhs as compared to Rs. 2,979.19 lakhs in the previous year. Profit After Tax for the year was Rs. 1,644.44 lakhs as compared to Rs. 2,509.10 lakhs in the previous year.
2. FINANCIAL RESULTS (Rs.in Lakhs)
|
31-03-2018 Standalone |
31-03-2017 Standalone |
31-03-2018 Consolidated |
31-03-2017 Consolidated |
|
|
Profit before Tax |
1943.64 |
2979.19 |
1926.27 |
2941.70 |
|
Less: Provision for Taxation |
299.20 |
470.09 |
299.20 |
470.09 |
|
PROFIT AFTER TAX |
1644.44 |
2509.10 |
1627.07 |
2471.61 |
|
Add: Balance brought forward from last year |
4969.29 |
4321.69 |
5285.87 |
4729.57 |
|
Other Comprehensive Income |
16.49 |
(14.36) |
16.49 |
(14.36) |
|
Share in Associate (on sale of investment) |
- |
- |
- |
(53.81) |
|
Total |
6630.22 |
6816.43 |
6929.43 |
7133.01 |
|
APPROPRIATED AS |
||||
|
Dividend |
288.42 |
288.42 |
288.42 |
288.42 |
|
Tax on Distributed Profit |
58.72 |
58.72 |
58.72 |
58.72 |
|
Transfer to General Reserve |
900.00 |
1500.00 |
900.00 |
1500.00 |
|
Balance Carried Forward |
5383.08 |
4969.29 |
5682.29 |
5285.87 |
|
Total |
6630.22 |
6816.43 |
6929.43 |
7133.01 |
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 5/- (previous year Rs. 5/- ) per share of Rs. 10/- each for the year ended on 31st March, 2018.
4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has neither subsidiary nor Joint Venture Company.
Associate Company :
Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Ltd. The Loss for the financial year ended on 31st March, 2018 was Rs. 36.46 Lakhs as against Rs. 78.72 Lakhs for the financial year ended on 31st March, 2017.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2018 was Rs. 5.76 crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.
6. FINANCE
Cash and Cash Equivalent as at 31st March, 2018 was Rs. 401.65 lakhs. 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. The whole of the properties of the Company have been suitably insured.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.
8. FIXED DEPOSITS
The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. DIRECTORS
Retire by Rotation
Shri Prashant Amin retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.
Statutory Declarations / Disclosures by Directors:-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 as per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (LODR) Regulations, 2015.
10. DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the year ended on 31st March, 2018. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that :
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;
2. They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31st March, 2018; and
6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31st March, 2018.
11. KEY MANAGERIAL PERSONNEL
During the year under review, Shri Prayasvin B. Patel, Executive Director of the Company has resigned as a Key Managerial Person of the Company w.e.f. 1st December, 2017. However, he will continue as an Executive Director of the Company.
Apart from above, there is no change in Key Managerial Personnel of the Company.
12.1 AUDIT COMMITTEE
The Board has constituted an Audit Committee pursuant to the provisions of Sections 177(1) of the Companies Act, 2013. The composition of the Audit Committee is as under:
Shri Nalin Shah (Chairman)
Shri Nirmal Bhogilal (Member)
Shri P. M. Patel (Member)
Smt. Manjuladevi Shroff (Member)
The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.
12.2 BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and notifications/ circulars of SEBI, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
12.3 REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is attached as Annexure âAâ.
12.4 MEETINGS
During the year under review, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
13. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of the Companyâs business.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Companyâs business.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. The weblink of the policy is https://eimcoelecon.in/wp-content/uploads/2012/11/ Related-Party-Policy-EIMCO.pdf
14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure âBâ.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant or material order passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.
16. MANAGEMENTâS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company is given in the Managementâs Discussion and Analysis appearing as Annexure âCâ to this Report.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size, scale and complexity of its operations.
18. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at following web-link- https://eimcoelecon. in/wp-content/uploads/2012/11/Whistle-Blower-Policy-EIMCO.pdf
19. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are complied with.
A detailed report on Corporate Governance is appearing as Annexure âDâ to this Report along with the Auditorsâ Certificate on its compliance by the Company.
20. PERSONNEL
Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.
As required by the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure âEâ to the Boardâs Report.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the provision of the Companies (Accounts) Rules, 2014 are given in Annexure âFâ forming part of this report.
22. STATUTORY AUDITORS
Messrs Thacker Butala Desai, Chartered Accountants, Navsari were appointed for a period of five years at the 43rd Annual General Meeting of the Company subject to ratification of their appointment every year.
The proposal for ratification of their appointment as Statutory Auditors has been placed before the ensuing 44th Annual General Meeting of the Company.
23. 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 activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the cost accounts of the Company for the financial year ending 31st March, 2019 on a remuneration of Rs. 40,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.
24. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure âGâ.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are annexed herewith as Annexure âHâ.
26. INSURANCE
The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.
27. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.
28. RISK MANAGEMENT
Although it is not mandatory for the Company, the Board of Directors of your Company has constituted a Risk Management Committee to assist the Board in overseeing and approving the Companyâs enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
29. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. Following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:
No. of complaints received : Nil
No. of complaints disposed off : N.A.
30. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.
31. ACKNOWLEDGEMENT
The Board records its thanks to the Companyâs Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.
For and on behalf of the Board of Directors,
M. G. Rao P. C. Amin
Whole-time Director Director
Place : Vallabh Vidyanagar
Date : 3rd May, 2018
Mar 31, 2017
To:
The Members of EIMCO ELECON (INDIA) LTD.
The Directors take pleasure in presenting the 43rd Annual Report together with the audited financial statements for the year ended on 31st March, 2017. The Management Discussion and Analysis has also been incorporated in this report.
1. HIGHLIGHTS OF PERFORMANCE
Total Revenue for the year increased to Rs. 198.88 crores as compared to Rs. 157.06 crores in the previous year. Profit before Tax for the year was Rs. 29.79 crores as compared to Rs. 23.63 crores in the previous year. Profit After Tax for the year was Rs. 25.09 crores as compared to Rs. 17.45 crores in the previous year.
2. FINANCIAL RESULTS
(Rs. in Lakhs)
|
|
31-03-2017 Standalone |
31-03-2016 Standalone |
31-03-2017 Consolidated |
|
Profit Before Tax |
2979.19 |
2363.23 |
2941.70 |
|
Less: Tax Expense |
470.09 |
617.24 |
470.09 |
|
PROFIT AFTER TAX |
2509.10 |
1745.99 |
2471.61 |
|
Add: Balance brought forward from last year |
4321.69 |
4225.31 |
4729.57 |
|
Other Comprehensive Income |
(14.36) |
(2.14) |
(14.36) |
|
Share in Associate (on sale of investment) |
|
|
(53.81) |
|
Total |
6816.43 |
5969.16 |
7133.01 |
|
APPROPRIATED AS |
|
|
|
|
Dividend |
288.42 |
288.42 |
288.42 |
|
Tax on Distributed Profit |
58.72 |
59.05 |
58.72 |
|
Transfer to General Reserve |
1500.00 |
1300.00 |
1500.00 |
|
Balance Carried Forward |
4969.29 |
4321.69 |
5285.87 |
|
Total |
6816.43 |
5969.16 |
7133.01 |
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 5/- (previous year Rs. 5/-) per share of Rs. 10/- each for the year ended on 31st March, 2017.
4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has neither subsidiary nor Joint Venture Company.
Associate Company:
Eimco Elecon Electricals Limited Your Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Ltd. The Profit After Tax for the year ended on 31st March, 2017 was Rs. (78.72) Lakhs as against Rs. 83.64 Lakhs for the year ended on 31st March, 2016.
5. SALE OF INVESTMENT IN WIzARD FINCAP LIMITED:-
During the year under review, the Company has sold its Investment of 24.95% of Equity Shares of Wizard Fincap Ltd. at Rs. 84.87 per share. Hence, Wizard Fincap Limited is no longer an Associate Company of your Company.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March,
2017 was Rs. 5.76 crores. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.
7. FINANCE
Your Company continues to be debt free. 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. The whole of the properties of the Company have been suitably insured.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.
9. FIXED DEPOSITS
The Company has not accepted any deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
10. DIRECTORS
Sad Demise
Shri H. S. Parikh, one of the senior most Directors on the Board expired on 12th May 2016. The Board placed on record its sincere appreciation for all guidance and support provided by Shri H. S. Parikh during his tenure with the Company.
Retire by Rotation
Shri Pradip M. Patel retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.
New Appointment:
Ms. Reena Bhagwati has been appointed as an Additional (Independent) Director with effect from 9th November, 2016. She holds office upto the date of the ensuing Annual General Meeting of the Company.
In terms of Section 149 and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years and not be liable to retire by rotation. Accordingly, Ms. Reena P. Bhagwati shall be appointed as an Independent Director to hold office for a term of five consecutive years from the date of ensuing Annual General Meeting of the Company and shall not liable to retire by rotation.
The Board welcomes Ms. Reena P. Bhagwati and considers it an advantage to the Company to benefit from her experience and knowledge.
Members'' approval for her appointment as an Independent Director under the Companies Act, 2013 has been sought in the Notice convening the Annual General Meeting of the Company.
Statutory Declarations / Disclosures by Directors 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 as per SEBI (LODR) Regulations, 2015. None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and SEBI (LODR) Regulations,
2015.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the year ended on 31st March,
2017. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from.
2. They have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date.
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. They have prepared the annual accounts on a going concern basis;
5. They have laid internal financial controls to be followed by the Company and that such Internal financial controls are adequate and were operating effectively during the year ended on 31st March, 2017 and;
6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and. operating effectively during the year ended on 31st March, 2017.
12. KEY MANAGERIAL PERSONNEL
Appointment of Executive Directors
Shri Prayasvin B. Patel has been appointed as an Executive Director of the Company with effect from 9th November, 2016 for five years.
Shri M. G. Rao has been re-appointed as a Whole -time Director of the Company with effect from 8th Septmber, 2016 for three years.
Appointment of Chief Financial Officer
Shri Nilesh D. Shelat has been appointed as the CFO of the Company w.e.f. 1st September, 2016. Change in Company Secretary Shri Nilesh D. Shelat had resigned from the office of the Company Secretary w.e.f. the closing business hours of 31st August, 2016. Your Directors place on record their sincere appreciation for the valuable contributions made by him.
Smt. Bharti Isarani has been appointed as a Company Secretary of the Company from 1st September, 2016.
The Board welcomes all the KMPs of the Company.
13.1 AUDIT COMMITTEE
The Board has constituted an Audit Committee pursuant to the provisions of Section 177(1) of the Companies Act, 2013. The Composition of the Audit Committee is as under:
Shri Nalin Shah (Chairman)
Shri Nirmal Bhogilal (Member)
Shri P. M. Patel (Member)
The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.
13.2 BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and rules made there under and Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and notifications/ circulars of SEBI, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
13.3 REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is attached as Annexure "H".
13.4 MEETINGS
During the year, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
14. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the Company''s business.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company''s business.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The web link of the policy is https://eimcoelecon.in/wp-content/uploads/2012/11/ Related-Party-Policy-EIMCO.pdf
15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure ''A''.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.
17. MANAGEMENT''S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure ''G'' to this Report.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size, scale and complexity of its operations.
19. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at following web-link- https://eimcoelecon. in/wp-content/uploads/2012/11/Whistle-Blower-Policy-EIMCO.pdf
20. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are complied with. A detailed report on Corporate Governance is appearing as Annexure ''B'' to this Report along with the Auditors'' Certificate on its compliance by the Company.
21. PERSONNEL
Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.
As required by the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure ''C'' to the Directors'' Report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the provision of the Companies (Accounts) Rules, 2014 are given in Annexure ''D'' forming part of this report.
23. AUDITORS
Messrs Talati & Talati, Chartered Accountants, Statutory Auditors were appointed for a period of two years at the 41st Annual General Meeting subject to ratification of their appointment every year. However, pursuant to the provisions of Section 139 of the Companies Act, 2013; their term is going to be completed at the conclusion of ensuing Annual General Meeting.
Your Directors have proposed Messrs Thacker Butala Desai, Chartered Accountants, Navsari as Statutory Auditors of your company for five years from the conclusion of ensuing 43rd Annual General Meeting subject to the ratification every year by the members at their Annual General Meeting.
24. 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 activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the cost accounts of the Company for the financial year ending on 31st March, 2018 on a remuneration of Rs. 32,000/- plus taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to Messrs Y. S. Thakar & Co., Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.
25. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure ''E''.
26. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 are annexed herewith as Annexure ''F''.
27. INSURANCE
The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.
28. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.
29. RISK MANAGEMENT
Your Directors have constituted a Risk Management Committee which has been entrusted with responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
30. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:
No. of complaints received : Nil
No. of complaints disposed off: N.A.
31. ACKNOWLEDGEMENT
The Board records itâs thanks to the Company''s Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.
For and on behalf of the Board of Directors,
M. G. Rao P. C. Amin
Whole-time Director Director
Place : Vallabh Vidyanagar
Date : 18th May, 2017
Mar 31, 2016
BOARDâS REPORT
To:
The Members of EIMCO ELECON (INDIA) LTD.
The Directors take pleasure in presenting the 42nd Annual Report together with the audited financial statements for the year ended 31st March, 2016. The Management Discussion and Analysis has also been incorporated in this report.
1. HIGHLIGHTS OF PERFORMANCE
Total revenue for the year decreased to Rs, 143.44 crores as compared to Rs, 201.84 crores in the previous year.
During the year, Coal India Ltd. focused more on Open Cast Mines than underground mines, where our products are supplied, and also few of the tenders were delayed by some of the subsidiaries of Coal India Ltd., hence the companyRs,s sales were affected.
Profit before tax for the year was Rs, 22.46 crores as compared to Rs, 30.08 crores in the previous year.
Profit after tax for the year was Rs, 16.63 crores as compared to Rs, 21.51 crores in the previous year.
2. FINANCIAL RESULTS (Rs, in Lacs)
|
31-03-2016 Standalone O |
31-03-2015 Standalone (Rs,) |
31-03-2016 Consolidated O |
|
|
Profit Before Tax |
2246.93 |
3008.15 |
2289.21 |
|
Less: Provision for Taxation |
583.14 |
856.30 |
583.14 |
|
PROFIT AFTER TAX |
1663.79 |
2151.85 |
1706.07 |
|
Add: Balance brought forward from last year |
411.03 |
306.65 |
411.03 |
|
2074.82 |
2458.50 |
2117.10 |
|
|
APPROPRIATED AS |
|||
|
Proposed Dividend |
288.42 |
288.42 |
288.42 |
|
Tax on Distributed Profit |
58.72 |
59.05 |
58.72 |
|
Transfer to General Reserve |
1300.00 |
1700.00 |
1300.00 |
|
Balance Carried Forward |
427.68 |
411.03 |
469.96 |
|
Total |
2074.82 |
2458.50 |
2117.10 |
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs, 5/- (previous year Rs, 5/- ) per share of Rs, 10/- each for the year ended 31st March, 2016.
4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company has no subsidiary and Joint venture companies.
Associated Companies :
Eimco Elecon Electricals Limited
The Company holds 47.62% of the Equity Shares of Eimco Elecon Electricals Ltd. The profit after Tax for the year ended 31st March, 2016 was Rs, 83.84 Lacs as against Rs, 205.50 Lacs for the year ended 31st March, 2015.
Wizard Fincap Limited
The Company holds 24.95% of the Equity Shares of Wizard Fincap Ltd. The profit after Tax for the year ended 31st March, 2016 was Rs, 11.96 Lacs as against profit of Rs, 5.79 Lacs for the year ended 31st March, 2015.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2016 was Rs, 5.76 crores. During the year under review, the Company has not issued shares with differential voting nor granted stock options nor sweat equity.
6. FINANCE
Your Company continues to be debt free. 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. The whole of the properties of the Company have been suitably insured.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.
8. FIXED DEPOSITS
The Company has not accepted deposit from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. DIRECTORS
Mr. P. C. Amin retires by rotation and, being eligible, offers himself for reappointment.
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.
None of the Director of your Company is disqualified as per the provisions of section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.
10.1 Audit Committee:
The Board has constituted an Audit Committee pursuant to the provisions of Section 177(1) of the Companies Act, 2013. The Composition of Audit Committee is as under:
Mr. Nalin Shah (Chairman)
Mr. H. S. Parikh (Member)
Mr. Nirmal Bhogilal (Member)
Mr. P. M. Patel (Member)
The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.
10.2 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 (The Companies (Accounts) Rules, 2014 and Clause 49 of the Listing Agreement, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
10.3 Remuneration policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
10.4 Meetings
During the year four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory cost and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companiesâ internal financial controls were adequate and effective during the year ended 31st March, 2016. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability confirm that :
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from.
2. They have in the selection of the accounting policies consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the year ended on that date.
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. They have prepared the annual accounts on a going concern basis.
5. They have laid internal financial controls in to be followed by the Company and that such Internal financial controls are adequate and were operating effectively during the year ended 31st March, 2016.
6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31st March, 2016.
12. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of the Companyâs business.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Companyâs business.
The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.
13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken project in the area of Education. This project is in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure âAâ.
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/courts which would impact the going concern status of the Company and its future operations.
15. MANAGEMENTâS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company is given in the Managementâs Discussion and Analysis appearing as Annexure âGâ to this Report.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size, scale and complexity of its operations.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy. The Whistle Blower Policy is disclosed on the website of the Company.
18. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Listing Agreements with the Stock Exchanges, are complied with.
A detailed report on Corporate Governance is appearing as Annexure âBâ to this Report along with the Auditorsâ Certificate on its compliance by the Company.
19. PERSONNEL
Industrial relations in the Company were cordial throughout the year under review. The Board of Directors of the Company wishes to place on record its sincere appreciation for the continued support and good work of all employees.
As required by the provisions of The Companies (Appointment and Remuneration of of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out in the Annexure âCâ to the Directorsâ Report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the provision of The Companies (Accounts) Rules, 2014 are given in Annexure âDâ forming part of this report.
21. AUDITORS
M/s Talati & Talati, Chartered Accountants, Statutory Auditors were appointed for a period of two years at the last Annual General Meeting, subject to ratification of their appointment every year. You are requested to ratify their appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.
22. 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 activity are required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Y. S. Thakar & Co. to audit the cost accounts of the Company for the financial year ending 31st March 2017 on a remuneration of '' 32,000/- Plus Taxes as applicable and out of pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Membersâ ratification for the remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors, is included at Item No. 6 of the Notice convening the Annual General Meeting.
23. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as âAnnexure âEâ.
24. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as âAnnexure âFâ.
25. INSURANCE
The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.
26. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and Rules framed there under.
27. RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the Companyâs enterprise wide risk management framework. The Company monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16 :
No. of complaints received : Nil
No. of complaints disposed off : N.A.
29. ACKNOWLEDGEMENT
The Board records its thanks to the Companyâs Bankers, Financial Institutions, Government, Collaborators and other agencies for their support extended to the Company and look forward to their continued support.
For and on behalf of the Board of Directors
P. C. Amin M. G. Rao
Director Whole time Director
Place : Vallabh Vidyanagar
Date : 27th April, 2016
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 41st Annual Report
together with the audited financial statements for the year ended 31st
March, 2015. The Management Discussion and Analysis has also been
incorporated in this report.
1. HIGHLIGHTS OF PERFORMANCE
Total revenue for the year increased to Rs. 201.85 crores as compared
to Rs. 197.79 crores in the previous year.
Profit before tax for the year was Rs. 30.08 crores as compared to Rs.
28.03 crores in the previous year.
Profit after tax for the year was Rs. 21.51 crores as compared to Rs.
20.16 crores in the previous year.
The Company supplied and installed on trial basis Chair Lift Man Riding
System in one of the Coal mine of Coal India Ltd. This system is
working satisfactory since installation. This is the Longest Chair Lift
Man Riding System in India. We also received one order from M/S. Tata
Steel Ltd. for for supply and installation of Chair Lift Man Riding
System.
2. FINANCIAL RESULTS
(Rs. in Lacs)
31-03-2015 31-03-2014
(Rs. ) (Rs. )
Profit before Tax 3008.15 2803.61
Less: Provision for Taxation 856.30 787.06
PROFIT AFTER TAX 2151.85 2016.55
Add: Balance brought 306.65 360.03
forward from last year
2458.50 2376.58
APPROPRIATED AS
Proposed Dividend 288.42 230.74
Tax on Distributed Profit 59.05 39.21
Transfer to General 1700.00 1800.00
Reserve
Balance Carried 411.03 306.63
Forward
Total 2458.50 2376.58
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 5 /-
(previous year Rs. 4/- ) per share of Rs. 10/- each for the year ended
31st March, 2015.
4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
Company has no subsidiary and Joint venture companies.
Associated Companies :
Eimco Elecon Electricals Limited
Company holds 47.62% of Equity Shares of Eimco Elecon Electricals Ltd.
The profit after Tax for the year ended 31st March, 2015 was Rs. 205.50
Lacs as against Rs. 137.27 Lacs for the year ended 31st March, 2014.
Wizard Fincap Limited
Company holds 24.95% of Equity Shares of Wizard Fincap Ltd. The profit
after Tax for the year ended 31st March, 2015 was Rs. 5.78 Lacs as
against loss of Rs. 3.34 Lacs for the year ended 31st March, 2014.
5. SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 5.76
crores. During the year under review, the Company has not issued shares
with differential voting nor granted stock options nor sweat equity.
6. FINANCE
Your Company continue to be debt free. 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. The whole of the properties of the
Company have been suitably insured.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the financial statements provided in
this Annual Report.
8. FIXED DEPOSITS
The Company has not accepted deposit from public falling within the
ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
9. DIRECTORS
Mr. P. M. Patel retires by rotation and, being eligible, offers himself
for reappointment.
Mrs. Manjuladevi Shroff was appointed as Additional Director w.e.f. 2nd
February 2015 and would hold office upto forthcoming Annual General
Meeting.
In terms of Section 149 and other applicable provisions of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, an
Independent Director shall hold office for a term of five consecutive
years and not be liable to retire by rotation.
Accordingly Mrs. Manjuladevi Shroff shall be appointed as an
Independent Director to hold office for a term of five consecutive
years from the date of ensuing Annual General Meeting of the Company
and shall not be liable to retire by rotation. Members' approval for
her appointment as an Independent Director, under Section 149 & 152 of
the Companies Act, 2013 has been sought in the Notice convening Annual
General Meeting of the Company. During the year, Mr. P. B. Patel and
Mr. Vihang Virkar resigned from Board of Directors of the Company.
Your Directors place on record their sincere appreciation for the
valuable contribution made by them.
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.
None of the Director of your Company is disqualified as per the
provisions. of section 164(2) of the Companies Act, 2013. Your
Directors have made necessary disclosures, as required under various
provisions of the Act and Clause 49 of the Listing Agreement.
10.1 Audit Committee:
The Board has constituted Audit Committee pursuant to the provisions of
Sections 177(1) of the Companies Act, 2013. The Composition of Audit
Committee is as under:
Mr. Nalin Shah (Chairman)
Mr. H. S. Parikh (Member)
Mr. Nirmal Bhogilal (Member)
Mr. P. M. Patel (Member)
Mr. P. C. Amin (Member)
The recommendations of the Audit Committee were accepted by the Board
of Directors of the Company from time to time.
10.2 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 (The Companies
(Accounts) Rules, 2014 and Clause 49 of the Listing Agreement, 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 Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.
10.3 Remuneration policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management Personnel and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
10.4 Meetings
During the year five Board Meetings and five Audit Committee Meetings
were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013.
11. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
1. 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;
2. that such accounting policies as mentioned in note 2 of the Notes
to the Financial Statements have been selected and applied consistently
and judgement and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2015 and of the profit of the Company for
the year ended on that date;
3. 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;
4. that the annual financial statements have been prepared on a going
concern basis;
5. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
6. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
12. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of the Company's business.
All Related Party Transactions are placed before the Audit Committee
and 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 and in the ordinary course of
the Company's business. The policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website.
13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under Corporate Social Responsibility (CSR),
the Company has undertaken project in the area of Education. This
project is in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure
"A".
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the
Regulators/courts which would impact the going concern status of the
Company and its future operations.
15. MANAGEMENT'S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company is given in the Management's Discussion and Analysis
appearing as Annexure "G" to this Report.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size,
scale and complexity of its operations.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle
Blower Policy. Whistle Blower Policy is disclosed on the website of the
Company.
18. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that the provisions of Corporate Governance as prescribed under the
Listing Agreements with the Stock Exchanges, are complied with.
A detailed report on Corporate Governance is appearing as Annexure 'B'
to this Report along with the Auditors' Certificate on its compliance
by the Company.
19. PERSONNEL
Industrial relations in the Company were cordial throughout the year
under review. The Board of Directors of the Company wishes to place on
record its sincere appreciation for the continued support and good work
of all employees.
As required by the provisions of The Companies (Appointment and
Remuneration of of Managerial Personnel) Rules, 2014, the names and
other particulars of the employees are set out in the Annexure 'C' to
the Directors' Report.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the
provision of The Companies (Accounts) Rules, 2014 are given in Annexure
'D' forming part of this report.
21. AUDITORS
The Company's Auditors, Messrs Talati & Talati, Chartered Accountants,
who retires 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 there under
for reappointment as Auditors of the Company. They will hold office for
two years from the conclusion of the ensuing Annual General Meeting
till the conclusion of the 43rd Annual General Meeting. As required
under Clause 49 of he Listing Agreement, 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.
22. 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 activity are
required to be audited. Your Directors had, on the recommendation of
the Audit Committee, appointed Messrs Y. S. Thakar & Co. to audit the
Cost accounts of the Company for the financial year ending March 31,
2016 on a remuneration of Rs. 32,000/- Plus Taxes as applicable and out
of pocket expenses. As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditors is required to be placed
before the Members in a general meeting for their ratification.
Accordingly, a Resolution seeking Members' ratification for the
remuneration payable to Messrs Y. S. Thakar & Co., the Cost Auditors is
included at Item No. 7 of the Notice convening the Annual General
Meeting.
23. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Messrs D. G. Bhimani
& Associates, a firm of Company Secretaries in Practice to undertake
the Secretarial Audit of the Company. The Report of the Secretarial
Audit is annexed herewith as "Annexure 'E".
24. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 are annexed herewith as "Annexure 'F".
25. RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with responsibility to assist the
Board in overseeing and approving the Company's enterprise wide risk
management framework. The Company monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve its
strategic objectives.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirement of The Sexual Harassment of Women at the Workplace
(Prevention & Redressal) Act, 2013. Internal Complaints Committee
(ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainee)
are covered under the policy. The following is a summary of sexual
harassment complaints received and disposed off during the year 2014-15
:
No. of complaints received : Nil
No. of complaints disposed off : N.A.
27. ACKNOWLEDGEMENT
The Board records its thanks to the Company's Bankers, Financial
Institutions, Government, Collaborators and other agencies for their
support extended to the Company and look forward to their continued
support.
For and on behalf of the Board of Directors
P. C. Amin M. G. Rao
Director Wholetime Director
Place : Vallabh Vidyanagar
Date : 1st May, 2015
Mar 31, 2014
The Members of EIMCO ELECON (INDIA) LTD.
The Directors have pleasure in presenting their 40th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2014.
1. FINANCIAL RESULTS
(Rs. in Lacs)
31-03-2014 31-03-2013
(Rs.) (Rs.)
profit before Tax 2803.61 2014.49
Less: Provision for Taxation 787.06 500.96
PROFIT AFTER TAX 2016.55 1513.53
Add: Balance brought 360.03 366.45
forward from last year
2376.58 1879.98
APPROPRIATED AS
Proposed Dividend 230.74 230.74
Tax on Distributed profit 39.21 39.21
Transfer to General 1800.00 1250.00
Reserve
Balance Carried 306.63 360.03
Forward
Total 2376.58 1879.98
2. PERFORMANCE
During the year under review, the Company has achieved the turnover of
Rs. 19779.05 Lacs (previous year Rs. 17556.97 Lacs). The net profit stood at
Rs. 2016.55 Lacs (previous year Rs. 1513.53 Lacs).
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 4/-
(previous year Rs. 4/-) per share of Rs. 10/- each for the year ended 31st
March, 2014.
4. INSURANCE
The whole of the properties of the Company have been suitably insured.
5. FIXED DEPOSITS
During the year under review, your Company has not accepted any fixed
deposits under the provisions of Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules,1975. There were no
unclaimed deposits as on 31st March, 2014.
6. DIRECTORS
Mr. P. C. Amin retires by rotation and, being eligible, offers himself
for reappointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub- section (6) of Section 149
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the financial year;
3. that they have taken proper and suffcient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. that they have prepared the annual accounts on a going concern
basis.
8. MANAGEMENT''S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company is given in the Management''s Discussion and Analysis
appearing as Annexure 4 to this Report.
9. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that the provisions of Corporate Governance as prescribed under the
Listing Agreements with the Stock Exchanges are complied with.
A detailed report on Corporate Governance is appearing as Annexure 3 to
this Report along with the Auditors'' Certifcate on its compliance by
the Company.
10. PERSONNEL
Industrial relations in the Company were cordial throughout the year
under review. The Board of Directors of the Company wishes to place on
record its sincere appreciation for the continued support and good work
of all employees.
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure-1 to this Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the
provision of Section 217(1) (e) of the Companies Act, 1956 and the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are given in Annexure 2 to Report.
12. AUDITORS
The Auditors, M/s. Talati & Talati, Chartered Accountants, retire at
the ensuing Annual General Meeting and have confirmed their eligibility
and willingness to accept office, if re- appointed.
13. COST AUDITORS
The Board has appointed M/s. Y. S. Thakar & Co. Cost Accountants,
Vadodara (Regn. No.00318) to carry out the Cost Audit of the Company
for the Financial year 2014-15.
14. ACKNOWLEDGEMENT
The Board records its thanks to the Company''s Bankers, Financial
Institutions, Government, Collaborators and other agencies for their
support extended to the Company and look forward to their continued
support.
For and on behalf of the Board of Directors
P. B. Patel M. G. Rao
Vice Chairman Whole time Director
Place : Mumbai
Date : 24th April, 2014
Mar 31, 2013
To: The Members of EIMCO ELECON (INDIA) LTD.
The Directors have pleasure in presenting their 39th Annual Report
together with the Audited Statement of Accounts of the company for the
year ended 31st March 2013.
1. FINANCIAL RESULTS
(Rs. in Lacs)
31-03-2013 31-03-2012
(Rs.) (Rs.)
Proft before exceptional 2014.49 1656.92
and extraordinary items and
Tax
Exceptional items - Income Nil 898.83
from sale of Surface Drilling
Product Line
Less: Provision for Taxation 500.96 522.95
PROFIT AFTER TAX 1513.53 2032.80
Add: Balance brought 366.45 351.82
forward from last year 1879.98 2384.62
APPROPRIATED AS
Proposed Dividend 230.74 230.74
Tax on Distributed Proft 39.21 37.43
Transfer to General 1250.00 1750.00
Reserve
Balance Carried 360.03 366.45
Forward
Total 1879.98 2384.62
2. PERFORMANCE
During the year under review, the Company has achieved the turnover of
Rs. 17556.97 Lacs (previous year Rs. 18070.74 Lacs). The net proft stood at
Rs. 1513.53 Lacs (previous year Rs. 2032.80 Lacs).
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 4 /-
(previous year Rs. 4/-) per share of Rs. 10/- each for the year ended 31st
March, 2013.
4. INSURANCE
The whole of the properties of the company have been suitably insured.
5. FIXED DEPOSITS
During the year under review, your Company has not accepted any fxed
deposits under the provisions of Section 58A of the Companies Act,1956
read with Companies (Acceptance of public Deposits) Rules,1975. There
were no unclaimed deposits as on 31st March, 2013.
6. DIRECTORS
Mr. Vihang Virkar and Mr. Nirmal Bhogilal retire by rotation and, being
eligible, offer themselves for reappointment. A brief profle of these
Directors is appearing in Annexure 4 to this Report.
During the year Mr. Jal Patel resigned from Board of Directors of the
Company. Your Directors place on record their sincere appreciation for
the valuable contribution made by Mr. Jal Patel.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the fnancial year and of the proft or loss of
the Company for the fnancial year;
3. that they have taken proper and suffcient care of 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;
4. that they have prepared the annual accounts on a going concern
basis.
8. MANAGEMENT''S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company is given in the Management''s Discussion and Analysis
appearing as Annexure 5 to this Report.
9. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that the provisions of Corporate Governance as prescribed under the
Listing Agreements with the Stock Exchanges, are complied with.
A detailed report on Corporate Governance is appearing as Annexure 3 to
this Report along with the Auditors'' Certifcate on its compliance by
the Company.
10. PERSONNEL
Industrial relations in the Company were cordial throughout the year
under review. The Board of Directors of the Company wishes to place on
record its sincere appreciation for the continued support and good work
of all employees.
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure 1 to the Directors'' Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the
provision of Section 217(1) (e) of the Companies Act, 1956 and the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are given in Annexure 2 forming part of this
report.
12. AUDITORS
The Company''s Auditors, Messrs Talati & Talati, retire and being
eligible, offer themselves for reappointment. The members are requested
to appoint Auditors for the current year and fx their remuneration.
The Certificate has been received from the Auditors to the effect that
their appointment, if made, would be within the limits prescribed under
Section 224 (1B) of the Companies Act,1956. The Auditors have advised
that they have subjected themselves to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold a valid
certifcate issued by the peer Review Board of the ICAI.
13. COST AUDITORS
In compliance with the Central GovernmentÂs order No.52/26/CAB-2010
dated January 24, 2012, the Board has appointed M/s. Y. S. Thakar &
Co., Cost Accountants, Vadodara (Regn. No.00318) to carry out the cost
Audit of the Company for the Financial year 2012-13.
14. ACKNOWLEDGEMENT
The Board records its thanks to the Company''s Bankers, Financial
Institutions, Government, Collaborators and other agencies for their
support extended to the Company and look forward to their continued
support.
For and on behalf of the Board of Directors
P. B. Patel M. G. Rao
Vice Chairman Wholetime Director
Place : Vallabh Vidyanagar
Date : 30th April, 2013
Mar 31, 2012
To:The Members of EIMCO ELECON (INDIA) LTD.
The Directors have pleasure in presenting their 38th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2012.
1. FINANCIAL RESULTS
(Rs.in Lacs)
31-03-2012 31-03-2011
(Rs.) (Rs.)
Profit before exceptional 1656.92 1968.57
and extraordinary items and
Tax
Exceptional items - Income 898.83 Nil
from sale of Surface
Drilling Product Line
Less: Provision for Taxation 522.95 629.04
PROFIT BEFORE TAX 2032.80 1339.53
Add: Balance brought 351.82 330.45
forward from last year 2384.62 1669.99
APPROPRIATED AS
Proposed Dividend 230.74 230.74
Tax on Proposed Dividend 37.43 37.43
Transfer to General 1750.00 1050.00
Reserve
Balance Carried 366.45 351.82
Forward
Total 2384.62 1669.99
2. PERFORMANCE
During the year under review, the Company has achieved the turnover of
Rs 18070.74 Lacs (Previous Year Rs 18752.69 Lacs). The profit before
exceptional items and tax stood at Rs 1656.92 Lacs (Previous Year Rs
1968.57 Lacs). During the year Company sold its Surface Drilling
Product Line to Sandvik Asia Pvt. Ltd. for a consideration of Rs 1650
lacs. In view of the same, the Company has written off inventory of Rs
751.17 Lacs pertaining to the above business. The net amount of Rs
898.83 Lacs has been shown as Exceptional item.
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs 4 /-
per share of Rs 10/- each for the year ended 31st March, 2012.
4. INSURANCE
The whole of the properties of the company have been suitably insured.
5. FIXED DEPOSITS
Two Deposits aggregating to Rs 55,212 though matured were not claimed as
on 31st March 2012.
6. DIRECTORS
Mr. P. C. Amin and Mr. P. M. Patel retire by rotation and, being
eligible, offer themselves for reappointment. A brief profile of these
Directors is appearing in Annexure 4 to this Report.
Mr. P. B. Patel, Managing Director will relinquish the office of
Managing Director with effect from 1st June, 2012, however he will
continue to be a Director of the Company.
During the year Mr. Shreevardhan Sinha and Mr. A. M. Deshpande,
Directors, resigned from Board of Directors of the Company. Your
Directors place on record their sincere appreciation for the valuable
contribution made by Mr. Shreevardhan Sinha and Mr. A. M. Deshpande.
Mr. Nirmal Bhogilal was appointed as Additional Director w.e.f.
23-09-2011 and will hold office up to Annual General Meeting. Notice
together with deposit has been received from a member pursuant to
Section 257 of the Companies Act, 1956 proposing Mr. Nirmal
Bhogilal's appointment in the ensuing Annual General Meeting as
Director of the Company liable to retire by rotation.
Mr. M. G. Rao was appointed as Additional Director w.e.f. 08-09-2011
and will hold office up to Annual General Meeting. Notice together with
deposit has been received from a member pursuant to Section 257 of the
Companies Act, 1956 proposing Mr. M. G. Rao's appointment in the
ensuing Annual General Meeting as Director of the Company. The Board of
Directors appointed him as Whole time Director, subject to approval of
members.
Mr. Nalin M. Shah was appointed as Additional Director w.e.f.
08-05-2012 and will holds office up to Annual General Meeting. Notice
together with deposit has been received from a member pursuant to
Section 257 of the Companies Act, 1956 proposing Mr. Nalin M. Shah's
appointment in the ensuing Annual General Meeting as Director of the
Company liable to retire by rotation.
7. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. that 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 the company at the end of the financial year and of the
profit or loss of the Company for that period;
3. that the directors have taken proper and sufficient care of 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;
4. that the directors have prepared the annual accounts on a going
concern basis.
8. MANAGEMENT'S DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company is given in the Management Discussion and Analysis
appearing as Annexure 5 to this Report.
9. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that the provisions of Corporate Governance as prescribed under the
Listing Agreements with the Stock Exchanges, are complied with.
A detailed report on Corporate Governance is appearing as Annexure 3 to
this Report along with the Auditors' Certificate on its compliance by
the Company.
10. PERSONNEL
Industrial relations in the Company were cordial throughout the year
under review. The Board of Directors of the Company wishes to place on
record its sincere appreciation for the continued support and good work
of all employees.
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure 1 to the Directors Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the
provision of Section 217(1) (e) of the Companies Act, 1956 and the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are given in Annexure 2 forming part of this
report.
12. AUDITORS
The Company's Auditors, Messrs Talati & Talati, Chartered
Accountants, retire and being eligible, offer themselves for
reappointment. The members are requested to appoint Auditors for the
current year and fix their remuneration.
13. ACKNOWLEDGEMENT
The Board records it's thanks to the Company's Bankers, Financial
Institutions, Government, Collaborators and other agencies for their
support extended to the Company and look forward to their continued
support.
For and on behalf of the Board of Directors
P. B. Patel M. G. Rao
Managing Director Whole time Director
Place : Mumbai
Date : 8th May, 2012
Mar 31, 2011
The Directors have pleasure in presenting their 37th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2011.
1. FINANCIAL RESULTS
31-03-2011 31-03-2010
(Rs.) (Rs.)
Profit before Depreciation, 260,492,775 260,471,964
& Provision for Taxation
Less: Depreciation 63,636,045 69,478,422
PROFIT BEFORE TAX 196,856,730 190,993,542
Less : Provision for 62,903,516 62,968,049
Taxation
PROFIT AFTER TAX 133,953,214 128,025,493
Add : Balance brought 33,045,674 31,926,236
forward from last year
166,998,888 159,951,729
APPROPRIATED AS
Proposed Dividend 23,073,540 23,073,540
Tax on Distributed Profit 3,743,105 3,832,515
Transfer to General 105,000,000 100,000,000
Reserve
Balance Carried 35,182,243 33,045,674
Forward
Total 166,998,888 159,951,729
2. PERFORMANCE
During the year under review, the Company has achieved the turnover of
Rs.1875.24 million (previous year 1645.65 million). The net profit
stood at Rs.133.95 million (previous year Rs.128.02 million).
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 4/-
per share of Rs.10/- each for the year ended 31st March, 2011.
4. INSURANCE
The whole of the properties of the company have been suitably insured.
5. FIXED DEPOSITS
Four Deposits aggregating to Rs.102,219 though matured were not claimed
as on 31st March 2011.
6. DIRECTORS
Mr. H. S. Parikh and Mr. Shreevardhan Sinha retire by rotation and,
being eligible, offer themselves for reappointment. A brief profile of
these Directors is appearing in Annexure 4 to this Report.
The Directors have steered the Company through a significant growth
phase over the years. It is proposed to pay commission to Non Executive
Directors within the permissible limits of the net profits of the year
to be calculated in accordance with provision of the Companies
Act,1956. The commission is proposed to be paid to them for their
valuable contribution at the Board and its committee meetings as well
as time spent on matters other than at the meetings. Special Resolution
is proposed for approval of members at the ensuing Annual General
Meeting for payment of commission to Non-Executive Directors.
7. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the
financial year and of the profit or loss of the Company for that
period;
3. that the directors have taken proper and sufficient care of 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;
4. that the directors have prepared the annual accounts on a going
concern basis.
8. MANAGEMENTS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company is given in the Managements Discussion and Analysis
appearing as Annexure 5 to this Report.
9. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that the provisions of Corporate Governance as prescribed under the
Listing Agreements with the Stock Exchanges, are complied with.
A detailed report on Corporate Governance is appearing as Annexure 3 to
this Report along with the Auditors Certificate on its compliance by
the Company.
10. PERSONNEL
Industrial relations in the Company were cordial throughout the year
under review. The Board of Directors of the Company wishes to place on
record its sincere appreciation for the continued support and good work
of all employees.
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure 1 to the Directors Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the
provision of Section 217(1)(e) of the Companies Act, 1956 and the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are given in Annexure 2 forming part of this
report.
12. AUDITORS
The Companys Auditors, Messers Talati & Talati, retire and being
eligible, offer themselves for reappointment. The members are requested
to appoint Auditors for the current year and fix their remuneration.
13. ACKNOWLEDGEMENT
The Board records its thanks to the Companys Bankers, Financial
Institutions, Government, Collaborators and other agencies for their
support extended to the Company and look forward to their continued
support.
For and on behalf of the Board of Directors
P. B. Patel A. M. Deshpande
Managing Director Wholetime Director
Place : Mumbai
Date : 3rd May, 2011
Mar 31, 2010
The Directors have pleasure in presenting their 36th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2010.
1. FINANCIAL RESULTS
31-03-2010 31-03-2009
(Rs.) (Rs.)
Profit before Depreciation, 260,471,964 307,741,097
& Provision for Taxation
Less: Depreciation 69,478,422 74,182,472
PROFIT BEFORE TAX 190,993,542 233,558,625
Less : Provision for 62,968,049 81,288,340
Taxation and Deferred Tax
and Fringe Benefit Tax
PROFIT AFTER TAX 128,025,493 152,270,285
Add : Balance brought 31,926,236 31,650,839
forward from last year
159,951,729 183,921,124
APPROPRIATED AS
Proposed Dividend 23,073,540 23,073,540
Tax on distributed Profit 3,832,515 3,921,348
Transfer to General 100,000,000 125,000,000
Reserve
Balance Carried 33,045,674 31,926,236
Forward
Total 159,951,729 183,921,124
2. PERFORMANCE
During the year under review, the Company has achieved the turnover of
Rs.1645.65 million (previous year 1480.78 million). The net profit
stood at Rs.128.02 million (previous year Rs.152.27 million).
3. DIVIDEND
Your directors recommend for your consideration a dividend of Rs. 4/-
per share of Rs.10/ each for the year ended 31st March, 2010.
4. INSURANCE
The whole of the properties of the company have been suitably insured.
5. FIXED DEPOSITS
Five Deposits aggregating to Rs.122,800 though matured were not claimed
as on 31st March 2010.
6. DIRECTORS
Mr. P.M.Patel and Mr. Jal Patel retire by rotation and, being eligible,
offer themselves for reappointment. A brief profile of these Directors
is appearing in Annexure 4 to this Report.
Mr. Vihang Virkar was appointed as Additional Director w.e.f. 30th July
2009 and will hold office as Additional Director upto Annual General
Meeting. Notice together with deposit has been received from a member
pursuant to section 257 of the Companies Act, 1956, proposing Mr.Vihang
VirkarÃs appointment in the ensuing Annual General Meeting as Director
of the Company liable to retire by rotation.
7. DIRECTORSÃ RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the Company for that period;
3. that the directors have taken proper and sufficient care of 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;
4. that the directors have prepared the annual accounts on a going
concern basis.
8. MANAGEMENTÃS DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of
the Company is given in the ManagementÃs Discussion and Analysis
appearing as Annexure 5 to this Report.
9. CORPORATE GOVERNANCE
Your Company has always striven to incorporate appropriate standards
for good Corporate Governance. It has taken adequate steps to ensure
that the provisions of Corporate Governance as prescribed under the
Listing Agreements with the Stock Exchanges, are complied with.
A detailed report on Corporate Governance is appearing as Annexure 3 to
this Report along with the Auditorsà Certificate on its compliance by
the Company.
10. PERSONNEL
Industrial relations in the Company were cordial throughout the year
under review. The Board of Directors of the Company wishes to place on
record its sincere appreciation for the continued support and good work
of all employees.
As required by the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure 1 to the Directorsà Report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO
The particulars required to be disclosed in this report pursuant to the
provision of Section 217(1)(e) of the Companies Act, 1956 and the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are given in Annexure 2 forming part of this
report.
12. AUDITORS
The CompanyÃs Auditors, Messrs Talati & Talati, retire and being
eligible, offer themselves for reappointment. The members are requested
to appoint Auditors for the current year and fix their remuneration.
13. ACKNOWLEDGEMENT
The Board records its thanks to the CompanyÃs Bankers, Financial
Institutions, Government, Collaborators and other agencies for their
support extended to the Company and look forward to their continued
support.
For and on behalf of the Board
P. B. Patel A. M. Deshpande
Managing Director Wholetime Director
Place : Vallabh Vidyanagar
Date : 10th May, 2010
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