Mar 31, 2016
BOARD''S REPORT
To,
The Members,
Hawa Engineers Ltd.
The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statements of Accounts for the Year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:
(Amount in Rs.)
Particulars |
Year Ended 31/03/2016 |
Year Ended 31/03/2015 |
Sales and other Income |
43,07,55,985 |
45,94,21,948 |
Total Expenses before interest, Depreciation |
40,56,21,385 |
43,62,85,558 |
Profit before Interest, Depreciation, Taxation. |
2,51,34,600 |
2,31,36,390 |
Interest |
85,41,562 |
71,82,174 |
Depreciation |
65,07,040 |
58,31,162 |
Profit / (Loss) before tax. |
100,85,999 |
1,01,23,054 |
Provision for taxation |
33,11,395 |
32,86,400 |
Profit/ (Loss) after tax |
67,74,603 |
68,36,654 |
OPERATIONAL OVERVIEW:
During the Year under review, the total revenue from operations (gross) of your Company stood at Rs 4751.328 lacs as against Rs. 5110.33 lacs for FY 2014-15showing a decrease of 7.03%One of the reasons for the reduction in turnover is slowdown of economy. However, Earnings before interest, tax, depreciation and amortization (EBITDA) were Rs. 251.346 lacs registering a growth of 7.95% over the EBITDA of Rs. 231.36 lacs in 2014-15. Profit after tax (PAT) for the year was Rs. 67.74 lacs recording a decline of 0.9% over the PAT of Rs. 68.36 lacs in 2014-15. The movement of finished products from factory, arrangement of raw materials etc was satisfactory in comparison to previous financial year. The staff and workers put their sincere effort in the operation of the plant and achieving efficiency in the production level.
During the Year under review, export realization has decreased from Rs. 413.22 lacs to Rs. 224.11 lacs and your director feels proud in saying that we have been successfully able to expand our horizon in the International market. However, expenditure in foreign Currency has also increased from Rs. 31.12 lacs to Rs. 50.34 lacs as compared to that of Previous Year (2014-15).
Your Directors have taken appropriate remedial action to mitigate the adverse circumstances and are hopeful of better performance and results during the current year.
Your Company has taken effective steps to improve its production and sales during the year under review.
LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE:
Directors feel proud to inform you that your equity shares have listed on Bombay Stock Exchange Limited (BSE), Mumbai and our shareholders will be able to successfully trade on BSE platform.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2016 was Rs.352.64 Lakhs during the year under review.
DIVIDEND:
The Company has made the profits during the year, but to conserve the resources, the Directors do not recommend Dividend this year.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 50 lacs to the general reserve out of the amount available for appropriation and an amount of Rs 46.05lacs is proposed to be retained in the profit and loss account.
HUMAN RESOURCE:
The company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.
FIXED DEPOSITS:
Your Company has not accepted any Fixed Deposits and, as much, no amount of principle or interest was outstanding as on date of Balance Sheet.
SUBSIDIARIES AND ASSOCIATES:
No disclosure under the provisions of the Companies Act, 2013 and Rules made there under is required by the Company as there is no Subsidiary, Associate or Joint Venture Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure I to the Board''s Report.
There is no employee employed throughout the Financial Year and in receipt of remuneration of Rs. 60 lacs or more, or employed for the part of the year and in receipt of Rs. 5 lacs or more a month. Hence, no disclosure is required pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(b) 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient 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;
(d) the Director''s have prepared the annual accounts on a "Going concern basis";
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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 under regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Mr. Zafar Abdullamiya Hawa (DIN: 05199634) retires by rotation and being eligible has offered himself for re-appointment.
Mr. Aslam Kagdi (DIN: 00006879) retires by rotation and being eligible has offered himself for re-appointment.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the Financial Year, the details of which are mentioned below the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:
The Current Policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of Governance and Management. As on 31st March, 2016, the Board consists of 9 Directors, 4 of whom are Executive or Whole-time Directors, and 5 are NonExecutive Directors, of which 4 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.
The policy of the Company on Director''s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors, and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by Board, is available on Company website: www.hawaengltd.com.
EVALUATION OF PERFORMANCE OF BOARD:
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
COMMITTEES OF THE BOARD:
The details pertaining to composition of various committees as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013
FAMILIARISATION PROGRAMME
The Company undertook various steps to make the Independent Directors have full understanding about the Company. The details of such familiarisation programmes have been disclosed on the Company''s website: www.hawaengltd.com
RISK MANAGEMENT:
Apart from normal business risk, no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year, the Board has decided that Audit Committee shall identify risk, assess, monitor, review and report the risk engaged in the business and shall also carry out the role of Risk Management.
AUDITORS AND AUDITORS'' REPORT:
Ratify the appointment of M/s. Yusuf C. Mansuri & Co., Chartered Accountants, Ahmedabad, (FRN. 111768W), Chartered Accountants, as approved by Members at the Twenty second Annual General Meeting as Statutory Auditors of the Company, to hold office until the conclusion of Twenty Seventh Annual General Meeting, and to fix their remuneration for the financial year ending 31st March, 2017.
SECRETARIAL AUDITOR:
The Board has appointed M/s Samdani Shah & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into effect from May 15, 2015. Pursant thereto, the Company has formulated and adopted a new Code for Prevention of Insider Trading.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.
Corporate Social Responsibility
Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed thereunder for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is no required to be annexed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. 33rd Annual Report 2015-2016 17 The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A) CONSERVATION OF ENGERGY:
i. Steps taken or impact on conservation of energy:
Though the company is not a power intensive unit, it has always emphasized the importance of energy conservation at each stage of operation and is in the process of implementing all possible measures of minimizing power consumption.
ii. Steps taken by the Company for utilizing alternative sources of energy: Not Applicable
iii. Capital Investment on energy conservation equipments: Not Applicable
B) TECHNOLOGY ABSORPTION:
i. Efforts made towards Technology Absorption:
Our Company has successfully introduced the Investment Casting Process in steel and Stainless steel of various grades in the manufacturing of Valves. The company''s products have been modernized to confirm to international standards of API, BS and DIN.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable
iv. the expenditure incurred on Research and Development: Not Applicable
C) FOREIGN EXCHANGE EARNINGS AND OUTGOING:
Particulars |
2015-16 |
2014-15 |
Foreign Exchange Earned |
2,24,10,724/- |
4,13,22,403/- |
Foreign Exchange Out go |
50,34,895 |
31,21,105/- |
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & under regulation 21 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, At present the company has not identified any element of risk which may threaten the existence of the company.
DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
As per the requirement under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.
ACKNOWLEDGEMENT:
The Directors wish to convey their gratitude and appreciation to all of the Company''s employees for their tremendous personal efforts as well as their collective dedication and contribution to the Company''s performance.
The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, government and all other business associates for their continued support extended to the Company and the Management.
For and on behalf of the Board of Directors
S d/-
AslamKagdi
Place : Ahmedabad Chairman and Managing Director
Date : 28th May, 2016 DIN: 00006879
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty Second Annual
Report together with the Audited Statements of Accounts for the Year
ended 31st March, 2015.
FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:
(Amount in Rs.)
Particulars Year Ended Year Ended
31/03/2015 31/03/2014
Sales and other Income 45,94,21,948 48,57,86,068
Total Expenses before interest,
Depreciation 43,62,85,558 46,52,81,088
Profit before Interest,
Depreciation, Taxation. 2,31,36,390 2,05,04,980
Interest 71,82,174 50,60,491
Depreciation 58,31,162 41,33,759
Profit / (Loss) before tax. 1,01,23,054 1,13,10,730
Provision for taxation 32,86,400 22,49,800
Profit/ (Loss) after tax 68,36,654 90,60,930
OPERATIONAL OVERVIEW:
During the Year under review, the total revenue from operations (gross)
of your Company stood at Rs 5110.33 lacs as against Rs. 5329.86 lacs
for FY 2013-14 showing a decrease of 4.12%. One of the reasons for the
reduction in turnover is slowdown of economy. However, Earnings before
interest, tax, depreciation and amortization (EBITDA) were Rs. 231.36
lacs registering a growth of 12.83% over the EBITDA of Rs. 205.05 lacs
in 2013-14. Profit after tax (PAT) for the year was Rs. 68.36 lacs
recording a decline of 24.55% over the PAT of Rs. 90.60 lacs in
2013-14. The movement of finished products from factory, arrangement of
raw materials etc was satisfactory in comparison to previous financial
year. The staff and workers put their sincere effort in the operation
of the plant and achieving efficiency in the production level.
During the Year under review, export realization has increased from Rs.
265.37 lacs to Rs. 413.22 lacs and your director feels proud in saying
that we have been successfully able to expand our horizon in the
International market. However, expenditure in foreign Currency has also
increased from Rs. 12.42 lacs to Rs. 31.21 lacs as compared to that of
Previous Year (2013-14).
Your Directors have taken appropriate remedial action to mitigate the
adverse circumstances and are hopeful of better performance and results
during the current year.
Your Company has taken effective steps to improve its production and
sales during the year under review. APPLICATION FOR LISTING OF
SECURITIES ON BOMBAY STOCK EXCHANGE:
Your Directors feel proud to inform you that we have applied for
listing of your equity shares on Bombay Stock Exchange Limited (BSE),
Mumbai. Necessary formalities have been complied with and in few weeks,
our shareholders will be able to successfully trade on BSE platform.
DIVIDEND:
The Company has made the profits during the year, but to conserve the
resources, the Directors do not recommend Dividend this year.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 75 lacs to the general reserve out
of the amount available for appropriation and an amount of Rs. 28.30
lacs is proposed to be retained in the profit and loss account.
HUMAN RESOURCE:
The company has continued to maintain harmonious and cordial relations
with its officers, supervisors and workers enabling the Company to
maintain the pace of growth. Training is imparted to employees at all
levels and covers both technical and behavioral aspects.
MANAGEMENT DISCUSSION AND ANALYSIS:
As per the provisions set out in the Clause 49 of the Listing
Agreement, Management Discussion and Analysis forms part of this Annual
Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and investments covered under Section 186 of the
Companies Act, 2013 forms part of the notes to the financial statements
provided in this Annual Report.
FIXED DEPOSITS:
Your Company has not accepted any Fixed Deposits and, as much, no
amount of principle or interest was outstanding as on date of Balance
Sheet.
SUBSIDIARIES AND ASSOCIATES:
No disclosure under the provisions of the Companies Act, 2013 and Rules
made there under is required by the Company as there is no Subsidiary,
Associate or Joint Venture Company.
In accordance with the Provisions of Section 136 of the Companies Act,
2013, the Audited Financial Statements, auditor's report and every
other document required by law to be annexed or attached to the
financial statements, which are to be laid before a company in its
general meeting are available on Company's Website www.hawaengltd.com .
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There have been no materially significant related party transactions
between the Company and the Directors, the management, the subsidiaries
or the relatives except for those disclosed in the financial
statements.
Accordingly, particulars of contracts or arrangements with related
parties referred to in Section 188(1) along with the justification for
entering into such contract or arrangement in Form AOC-2 does not form
part of the report.
PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in
accordance with the provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as Annexure I to the
Board's Report.
There is no employee employed throughout the Financial Year and in
receipt of remuneration of Rs. 60 lacs or more, or employed for the
part of the year and in receipt of Rs. 5 lacs or more a month. Hence,
no disclosure is required pursuant to Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
(b) 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 as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
(c) the Directors have taken proper and sufficient 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;
(d) the Director's have prepared the annual accounts on a "Going
concern basis";
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this Report. The requisite
certificate from the Secretarial Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to
the report on Corporate Governance.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 149 of the Act, this came into
effect from April 1, 2014, Mr. Mahboob Abdul Rehman Shaikh and Mrs.
Sabana Amjad Rehmani (woman director) were appointed as independent
directors at the annual general meeting of the Company held on 30th
September, 2014. The terms and conditions of appointment of independent
directors are as per Schedule IV of the Act. They have submitted a
declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year.
Mr. Asad Kagdi retires by rotation and being eligible has offered
himself for re-appointment.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, the appointments of Mr. Aslam Kagdi, Chief
Financial Officer for a period of 5 years and Mr. Dhanesh Pravinbhai
Shah, Company Secretary as key managerial personnel of the Company were
formalized in the meeting of Board of Directors of the Company held on
July 03, 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board met Seven times during the Financial Year, the details of
which are given in the Corporate Governance Report that forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed under Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Current Policy is to have an appropriate mix of Executive and
Independent Directors to maintain the independence of the Board, and
separate its functions of Governance and Management. As on 31st March,
2015, the Board consists of 10 Directors, 4 of whom are Executive or
Whole-time Directors, and 6 are NonExecutive Directors, of which 5 are
Independent Directors. The Board periodically evaluates the need for
change in its composition and size.
The policy of the Company on Director's appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of directors, and other matters provided under Sub-section
(3) of Section 178 of the Companies Act, 2013, adopted by Board, is
available on Company website: www.hawaengltd.com
EVALUATION OF PERFORMANCE OF BOARD:
The Board of directors has carried out an formal annual evaluation of
its own performance, Board committees and individual directors pursuant
to the provisions of the Companies Act, 2013 and the corporate
governance requirements as prescribed by Securities and Exchange Board
of India ("SEBI") under Clause 49 of the Listing Agreement ("Clause
49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
COMMITTEES OF THE BOARD:
The details pertaining to composition of various committees as per the
provisions of Clause 49 of Listing Agreement and Companies Act, 2013
are included in the Corporate Governance Report, which forms part of
this report.
FAMILIARISATION PROGRAMME
The Company undertook various steps to make the Independent Directors
have full understanding about the Company. The details of such
familiarisation programmes have been disclosed on the Company's
website: www.hawaengltd.com
INTERNAL FINANCIAL CONTROLS:
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
RISK MANAGEMENT:
Apart from normal business risk, no major risk is foreseen that in the
opinion of the Board may threaten the existence of the Company. During
the Year, the Board has decided that Audit Committee shall identify
risk, assess, monitor, review and report the risk engaged in the
business and shall also carry out the role of Risk Management.
AUDITORS AND AUDITORS' REPORT:
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s Nawab Memon & Associates (FRN: 129819W),
Chartered Accountants, were appointed as statutory auditors of the
Company from the conclusion of the Twenty First annual general meeting
(AGM) of the Company held on September 30, 2014 till the conclusion of
the twenty fourth AGM to be held in the year 2017, subject to
ratification of their appointment at every AGM.
However, due to Pre-occupation in other Activities, M/s Nawab Memon &
Associates (FRN: 129819W) tendered their Resignation from the post of
Statutory Auditor of the Company resulting into Casual Vacancy. Board
of Directors in their meeting held on 16th February, 2015 recommended
M/s Yusuf C. Mansuri & Co. (FRN: 111768W), Chartered Accountants,
Ahmedabad to fill the Casual Vacancy and their appointment was approved
in the Extra-ordinary General Meeting of the Members held on 28th
March, 2015 till the conclusion of the ensuing Annual General Meeting
and is eligible for re-appointment. They have confirmed their
eligibility to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act and that they are not
disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITOR:
The Board has appointed M/s Samdani Shah & Associates, Practising
Company Secretary, to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended 31st
March, 2015 is annexed herewith marked as Annexure II to this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure III in the prescribed Form MGT-9, which
forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A) CONSERVATION OF ENGERGY:
i. Steps taken or impact on conservation of energy:
Though the company is not a power intensive unit, it has always
emphasized the importance of energy conservation at each stage of
operation and is in the process of implementing all possible measures
of minimizing power consumption.
ii. Steps taken by the Company for utilizing alternative sources of
energy:
Not Applicable
iii. Capital Investment on energy conservation equipments:
Not Applicable
B) TECHNOLOGY ABSORPTION:
i. Efforts made towards Technology Absorption:
Our Company has successfully introduced the Investment Casting Process
in steel and Stainless steel of various grades in the manufacturing of
Valves. The company's products have been modernized to confirm to
international standards of API, BS and DIN.
ii. the benefits derived like product improvement, cost reduction,
product development or import substitution :
Not Applicable
iii. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) :
Not Applicable
iv. the expenditure incurred on Research and Development :
Not Applicable
C) FOREIGN EXCHANGE EARNINGS AND OUTGOING:
Particulars 2014-15 2013-14
Foreign Exchange Earned 4,13,22,403/- 2,65,37,679/-
Foreign Exchange Out go 31,21,105/- 12,41,843/-
DISCLOSURES:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
As per the requirement under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with
rules made there under, your Company has constituted Internal
Complaints Committee which is responsible for redressal of complaints
related to sexual harassment. During the year under review, there were
no complaints pertaining to sexual harassment.
ACKNOWLEDGEMENT:
The Directors wish to convey their gratitude and appreciation to all of
the Company's employees for their tremendous personal efforts as well
as their collective dedication and contribution to the Company's
performance.
The Directors would also like to thank the employee unions,
shareholders, customers, dealers, suppliers, bankers, government and
all other business associates for their continued support extended to
the Company and the Management.
For and on behalf of the Board of Directors
Sd/-
Aslam Kagdi
Place : Ahmedabad Chairman and Managing Director
Date : 29th May, 2015 DIN: 00006879
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty First Annual
Reports together with the Audited Statements of Accounts for the Year
ended 31st March, 2014.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Particulars Year Ended Year Ended
31/03/2014 31/03/2013
Sales and other Income 485786068 585587818
Total Expenses before interest, 465281088 555129191
Depreciation
Profit before Interest, 20504980 30458627
Depreciation, Taxation.
Interest 5060491 4656697
Depreciation 4133759 6686821
Profit / (Loss) before tax. 11310730 19115109
Provision for taxation Deferred Tax 2249800 6431000
Profit/ (Loss) after tax 9060930 12684109
2. DIVIDEND:
The Company has made the profits during the year, but to conserve the
resources, the Directors do not recommend the Dividend this year.
3. OPERATIONAL REVIEW:
The Board informs to you that the performance of your Company was not
Satisfactory during the financial year even though settlement of
production level, working out of logistics with respect to movement of
finished products from factory, arrangement of raw materials etc was
satisfactory in comparison to previous financial year. The staff and
workers put their sincere effort in the operation of the plant and
achieving efficiency in the production level.
During the year under review , the company has achieved a sales
turnover of Rs.4833.57 Lacs in the financial year ending 31st March,
2014 as compared to Rs. 5838.16 Lacs in the year ended 31st March,
2013. The Company has earned Profit of Rs. 113.10 Lacs in comparison to
Profit of Rs. 191.15 Lacs during the previous financial year.
Your Directors have taken appropriate remedial action to mitigate the
adverse circumstances and are hopeful of better performance and results
during the current year.
Company is taking effective steps to improve its production and sales
during the year under review.
4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:
The company has continued to maintain harmonious and cordial relations
with its officers, supervisors and workers enabling the Company to
maintain the pace of growth.
5. DEPOSITS:
The Company has not accepted during the year under review any deposit
as defined under the Companies (Acceptance of Deposits) Rules, 1975.
6. DIRECTORS:
Mr. Aslam Kagdi is retiring at the ensuing annual general meeting and
being eligible offers themselves for re-appointment. Your Directors
request for their appointment.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreement entered into with Stock Exchanges, appointed Mr. Sajid
Mehboobbhai Sacha, Mr. Shad Mdafzal Ranginwala and Mr. Anwarahmed
Mohammed Javid Daruwala as Independent Directors of the Company. As per
Section 149(4) of the Companies Act, 2013, which came into effect from
1st April, 2014, every listed public Company is required to have at
least one-third of the total number of directors as Independent
Directors.
The Company also proposed to appoint Mr. Mahboob Abdul Raheman Shaikh &
Mrs. Sabana Amjad Rehmani as an independent director of the company to
comply with the clause 49 of the listing agreement In accordance with
the provisions of Section 149 of the Act, these Directors are being
appointed as Independent Directors to hold office as per their tenure
of appointment mentioned in the Notice of the forthcoming Annual
General Meeting (AGM) of the Company.
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.
Brief resume of the Directors proposed to be appointed / re-appointed,
nature of their expertise and other details as stipulated under Clause
49 of the Listing agreement are provided in the Notice convening the
Annual General Meeting forming part of this Annual Report.
The Board wishes to Place on record their appreciation and
acknowledgement for the valuable services rendered by the directors
during their tenure with the company.
7. CORPORATE GOVERNANCE:
The Company has implemented the Corporate Governance code in your
Company and the report has been attached herewith.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirms that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 the profit and Loss
Account for the current financial year;
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts have been prepared on a going concern basis.
9. PARTICULARS OF EMPLOYEES:
NO disclosure is required as there is no employee of the company who
was in receipt of remuneration requiring disclosure under the
provisions of the Companies (Particulars of Employees) Rules, 1975.
10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREING EXCHANGE EARNINGS AND OUT GO:
The additional information regarding conservation of energy technology
absorption and foreign exchange earnings and outgo stipulated under
Section 217 (1) (e) of the Companies Act, 1956 are given as an
Annexure-A to this report.
11. AUDITORS AND AUDITORS REPORT:
The Company''s Auditors M/s. Nawab Memon & Associates, Chartered
Accountants, Ahmadabad are retiring at the ensuing Annual general
meeting. Your Directors recommend their appointment to hold the office
from the end of the Annual general meeting till the end of next Annual
general meeting. The Report of Auditors is attached herewith which is
self explanatory and does not call for any explanation.
12. COMPLIANCE CERTIFICATE:
As per the Provision of section 383 of the Companies Act, 1956 the
compliance certificate issued by M/ s. Chirag Shah & Associates,
Practicing company Secretary is attached with the Directors Report and
it forms the part of the Report.
13. ACKNOWLEDGEMENTS:
Your Directors are grateful for the co-operation extended by the
workers, staff and Executives of the Company, Company''s Bankers,
Auditors, Government bodies and customers and most importantly the
shareholders for their whole hearted support to the Company and look
forward to their continued support in the years to come.
FOR AND ON BEHALF OF THE BOARD,
Sd/-
Place : Ahmedabad Aslam F. Kagdi
Date : 29/05/2014 Chairman
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the Twentieth Annual Report
together with the Audited Statements of Accounts for the Year ended
31st March, 2013.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Particulars Year Ended Year Ended
31/03/2013 31/03/2012
Sales and other Income 585587818 458852742
Total Expenses before interest, 555126390 434958596
Depreciation
Profit before Interest, 30461428 23894152
Depreciation, Taxation.
Interest 4659498 3047971
Depreciation 6686821 3916792
Profit / (Loss) before tax 19115109 16929389
Provision for taxation and Deferred Tax 6431000 6249465
Profit/ (Loss) after tax 12684109 10679925
2. DIVIDEND:
The Company has made the profits during the year, but to conserve the
resources, the Directors do not recommend the Dividend this year.
3. OPERATIONAL REVIEW:
Your Directors are happy to announce yet again another year which is
witnessing the rise in the bottom-line.
The Profit before interest Depreciation and Taxation has reached to
Rs.304 Lacs mark as against Rs. 238 Lacs in previous year. Which shows
a growth of 27.73% during the period
The Company has achieved a Turnover of Rs. 5838 Lacs as against Rs.
4574 Lacs in the previous year, which is the growth of 27.63% over
previous year.
The Company has earned a Profit of Rs. 191 Lacs compared to Rs. 169
Lacs previous year which shows a growth of 13.00% during the period.
This achievement is nothing but the dedicated effort of your management
for always aiming the newer heights. Your Directors are hopeful of
continuing the same performance in the coming year also.
4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:
The company has continued to maintain harmonious and cordial relations
with its officers, supervisors and workers enabling the Company to
maintain the pace of growth.
5. DEPOSITS:
The Company has not accepted during the year under review any deposit
as defined under the Companies (Acceptance of Deposits) Rules, 1975.
6. DIRECTORS:
Mr. Mohammed Khan Pathan and Mr. Sajid Mehboob Bhai Sacha are retiring
at the ensuing annual general meeting and being eligible offers
themselves for re-appointment. Your Directors request for their
appointment.
The term of Mr. Asad F Kagdi as a Managing director expires as on 1st
October, 2012. So, Board of Director of the company recommends his re
appoint as managing director for further five years.
Mr. Khaliq Y Hawa resigned from the Board with effect from 12th
December, 2012 and Mr. Anwar Ahmed Mohammed Javid Daruwala was
appointed as a director to fill the casual vacancy caused by the
resignation of Mr. Khaliq Y Hawa with effect from 12th December, 2012
Mr. Wasim Shaikh resigned from the Board with effect from 15th Febuary,
2013 and Mr. Sajid Mehboob bhai Sacha was appointed as a director to
fill the casual vacancy caused by the resignation of Mr. Wasim Shaikh
with effect from 15th February, 2013
The Board wishes to Place on record their appreciation and
acknowledgement for the valuable services rendered by the outgoing
directors during their tenure with the company
7. CORPORATE GOVERNANCE:
The Company has implemented the Corporate Governance code in your
Company and the report has been attached herewith.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirms that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 the profit and Loss
Account for the current financial year.
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the Annual Accounts have been prepared on a going concern basis.
9. PARTICULARS OF EMPLOYEES:
No disclosure is required as there is no employee of the company who
was in receipt of remuneration requiring disclosure under the
provisions of the Companies (Particulars of Employees) Rules, 1975,
10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREING EXCHANGE EARNINGS AND OUT GO:
The additional information regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated under
Section 217 (1) (e) of the Companies Act, 1956 are given as an
Annexure-A to this report.
11. AUDITORS AND AUDITORS REPORT:
The Company''s Auditors M/s. Nawab Memon & Associates, Chartered
Accountants, Ahmadabad are retiring at the ensuing Annual general
meeting. Your Directors recommend their appointment to hold the office
from the end of the Annual general meeting till the end of next Annual
general meeting. The Report of Auditors is attached herewith which is
self explanatory and does not call for any explanation.
12. COMPLIANCE CERTIFICATE:
As per the Provision of section 383 of the Companies Act, 1956 the
compliance certificate issued by M/s. Chirag Shah & Associates,
Practicing company Secretary is attached with the Directors Report and
it forms the part of the Report.
13. ACKNOWLEDGEMENTS:
Your Directors are grateful for the co-operation extended by the
workers, staff and Executives of the Company, Company''s Bankers,
Auditors, Government bodies and customers and most importantly the
shareholders for their whole hearted support to the Company and look
forward to their continued support in the years to come.
FOR AND ON BEHALF OF THE BOARD,
Sd/-
Place : Ahmedabad Aslam F. Kagdi
Date : 29/05/2013 Chairman
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the nineteenth Annual Report
together with the Audited Statements of Accounts for the Year ended
31st March, 2012.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rs.)
Particulars Year Ended Year Ended
31/03/2012 31/03/2011
Sates and other Income 458852742 366497297
Profit before Interest, 23894152 21300962
Depreciation, Taxation.
Interest 3047971 4685773
Depreciation 3916792 2993960
Profit / (Loss) before tax. 16929389 13621230
Provision for taxation 5500000 4995005
Profit/ (Loss) after tax 10679925 8626225
2. DIVIDEND:
The Company has made the profits during the year, but to conserve the
resources, the Directors do not recommend the Dividend this year.
3. OPERATIONAL REVIEW:
Your Directors are happy to announce yet again another year which is
witnessing the rise in the bottom-line. The Profit before interest
Depreciation and Taxation has reached to the 1.69 Crore mark. This
achievement is nothing but the dedicated effort of your management for
always aiming the newer heights. Your Directors are hopeful of
continuing the same performance in the coming year also.
4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:
The company has continued to maintain harmonious and cordial relations
with its officers, supervisors and workers enabling the Company to
maintain the pace of growth.
5. DEPOSITS:
The Company has not accepted during the year under review any deposit
as defined under the Companies (Acceptance of Deposits) Rules, 1975.
6. DIRECTORS:
Mr. Shad Mdafzal Ranginwala and Mr. Khalik Hawa are retiring at the
ensuing annual general meeting and being eligible offers themselves for
re-appointment. Your Directors request for their appointment.
The term of Mr. Aslam Kagdi as a Managing director expire as on 30th
April, 2012. So, Board of Director of the company recommends his re
appoint as managing director for further five years.
7. CORPORATE GOVERNANCE:
The Company has implemented the Corporate Governance code in your
Company and the report has been attached herewith.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirms that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 the profit and Loss
Account for the current financial year.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts have been prepared on a going concern basis.
9. PARTICULARS OF EMPLOYEES:
As there is no employee of the company who was in receipt of
remuneration requiring disclosure under the provisions of the Companies
(Particulars of Employees) Rules, 1975,
10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREING EXCHANGE EARNINGS AND OUT GO:
The additional information regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated under
Section 217 (1) (e) of the Companies Act, 1956 are given as an
Annexure-A to this report.
11. AUDITORS AND AUDITORS REPORT:
The Company''s Auditors M/s. Nawab Manon & Associates, Chartered
Accountants, Ahmedabad are retiring at the ensuing Annual general
meeting. Your Directors recommend their appointment to hold the office
from the end of the Annual general meeting till the end of next Annual
general meeting. The Report of Auditors is attached herewith which is
self explanatory and does not call for any explanation.
12. COMPLIANCE CERTIFICATE:
As per the Provision of section 383 of the Companies Act, 1956 the
compliance certificate issued by M/ s. Chirag Shah & Associates,
Practicing company Secretary is attached with the Directors Report and
it forms the part of the Report.
13. ACKNOWLEDGEMENTS:
Your Directors are grateful for the co-operation extended by the
workers, staff and Executives of the Company, Company''s Bankers,
Auditors, Government bodies and customers and most importantly the
shareholders for their whole hearted support to the Company and look
forward to their continued support in the years to come.
FOR AND ON BEHALF OF THE BOARD,
Sd/-
Place : Ahmedabad Aslam F. Kagdi
Date : 25/05/2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Seventeen Annual Report
together with the Audited Statements of Accounts for the Year ended
31st March, 2011.
1. FINANCIAL HIGHLIGHTS:
Particulars Year Ended Year Ended
31/03/2011 31/03/2010
Sales and other Income 366497297 262208511
Profit before Interest,
Depreciation, Taxation. 21300962 10499953
Interest 4685773 1785382
Depreciation 2993960 2410919
Profit / (Loss) before tax. 1362123 6303652
Provision for taxation 4995005 2206774
Profit/ (Loss) after tax 8626225 4096878
2. DIVIDEND:
The Company has made the profits during the year, but to conserve the
resources, the Directors do not recommend the Dividend this year.
3. OPERATIONAL REVIEW:
Your Directors are happy to announce yet again another year which is
witnessing the rise in the bottom-line. The Profit before interest
Depreciation and Taxation has reached to the 1 Crore mark. This
achievement is nothing but the dedicated effort of your management for
always aiming the newer heights. Your Directors are hopeful of
continuing the same performance in the coming year also.
4. HUMAN RESOURCES POLICY AND INDUSTRIAL RELATIONS:
The company has continued to maintain harmonious and cordial relations
with its officers, supervisors and workers enabling the Company to
maintain the pace of growth.
5. DEPOSITS:
The Company has not accepted during the year under review any deposit
as defined under the Companies (Acceptance of Deposits) Rules, 1975.
6. DIRECTORS:
Mr. Aslam F. Kagdi and Mr. Asad F. Kagdi are retiring at the ensuing
annual general meeting and being eligible offers themselves for
re-appointment. Your Directors request for their appointment.
7. CORPORATE GOVERNANCE:
The Company has implemented the Corporate Governance code in your
Company and the report has been attached herewith.
8. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 217 (2AA) of the Companies Act, 1956 the Board of
Directors confirms that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards had been followed;
(ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates made 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 the profit and Loss
Account for the current financial year.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) The Annual Accounts have been prepared on a going concern basis.
9. PARTICULARS OF EMPLOYEES:
As there is no employee of the company who was in receipt of
remuneration requiring disclosure under the provisions of the Companies
(Particulars of Employees) Rules, 1975,
10. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREING EXCHANGE EARNINGS AND OUT GO:
The additional information regarding conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated under
Section 217 (1) (e) of the Companies Act, 1956 are given as an
Annexure-A to this report.
11. AUDITORS AND AUDITORS REPORT:
The Company''s Auditors M/s. Nawab Manon & Associates, Chartered
Accountants, Ahmedabad are retiring at the ensuing Annual general
meeting. Your Directors recommend their appointment to hold the office
from the end of the Annual general meeting till the end of next Annual
general meeting. The Report of Auditors is attached herewith which is
self explanatory and does not call for any explanation
12. COMPLIANCE CERTIFICATE:
As per the Provision of section 383 of the Companies Act, 1956 the
compliance certificate issued by M/s. Samdani Shah & Associates,
Practicing company Secretary is attached with the Directors Report and
it forms the part of the Report
13. ACKNOWLEDGEMENTS:
Your Directors are grateful for the co-operation extended by the
workers, staff and Executives of the Company, Company''s Bankers,
Auditors, Government bodies and customers and most importantly the
shareholders for their whole hearted support to the Company and look
forward to their continued support in the years to come.
FOR AND ON BEHALF OF THE BOARD,
Sd/-
Place : Ahmedabad Aslam F. Kagdi
Date: 05/08/2011 Chairman