Mar 31, 2016
[Pursuant to Section 134(3) of the Companies Act, 2013]
To The Members, SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Statement of Accounts for the year ended on March 31, 2016:
FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars |
2015-2016 |
2014-2015 |
Sales |
10096.43 |
13099.69 |
PROFIT BEFORE DEPRECIATION & TAX |
402.06 |
5188.17 |
Less: |
|
|
Depreciation |
307.93 |
332.43 |
PROFIT BEFORE TAX |
94.13 |
4855.74 |
Less: Provision for Taxation |
|
|
Current Tax |
32.00 |
1575.00 |
Deferred Tax |
(50.35) |
73.34 |
Short/excess provision of Income Tax |
- |
0.57 |
PROFIT AFTER TAX |
112.48 |
3206.83 |
|
|
|
Surplus brought forward from Previous Year |
4429.96 |
1516.52 |
|
|
|
PROFIT AVAILABLE FOR APPROPRIATION |
|
|
Transfer to General Reserve |
- |
160.00 |
Proposed Dividend |
44.46 |
111.16 |
Tax on Proposed Dividend |
9.05 |
22.23 |
Surplus Carried Forward |
4488.93 |
4429.96 |
OPERATIONS:
During the year under review, a sale for the year was Rs. 10096.43 Lakhs as against Rs. 13099.69 Lakhs for the previous year. Profit after tax was Rs.112.48 Lakhs as against Profit of Rs. 3206.83 Lakhs for the previous year. Export earnings were Rs. 689.37 Lakhs as against Rs. 707.59 Lakhs for the previous year.
Profit of the Company declined due to sharp fall in the international price of the products.
TRANSFER TO GENERAL RESERVES
There was no transfer of profits to General Reserve during the year
DIVIDEND
The Board of Directors are pleased to recommend a dividend of Re. 1/- (Rupee one per share i. e. 10 % on 4446300 Equity Shares of Rs. 10/- each for the year 2015-2016.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year dated 31st March 2016 and the date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
4 (Four) meetings of the Board of Directors were held during the year. Details of the Meetings of the board, please refer to the corporate governance report, which forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Hanuman Prasad Ramuka (DIN 02440114), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Shri Kishori Lal Ramuka resigned as Chairman & Executive Director and Director of the Company with effect from July 1, 2016. The Board expresses its appreciation to Shri Kishori Lal Ramuka for the services rendered by him during his tenure with the Company.
Shri Bankesh Chandra Agrawal resigned as Managing Director and appointed as Chairman and Executive Director with effect from July 1, 2016.
Shri Anup Ramuka appointed as an Additional Director of the Company with effect from July 1, 2016. He holds office upto the date of ensuing Annual General Meeting. The Company has received notice along with requisite deposit proposing his canditure for the office of Directorship.
Shri Anup Ramuka also appointed as the Managing Director of the Company for a period of three years with effect from July 1, 2016. The resolution seeking approval of the members for appointment and remuneration of Shri Anup Ramuka has been incorporated in the notice of the ensuing Annual General Meeting of the Company.
Smt. Priyanka Ajmera Company Secretary of the Company, resigned with effect from April 11, 2016.
DECLARATION FROM INDEPENDENT DIRECTORS
Shri Virjanand Gupta, Shri Arvind Chirania, Shri Vinit Kedia and Smt. Ekta Sultania, who are independent directors, have submitted declarations that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
VIGIL MECHANISM
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the
Company web link http://www.shreeharichemicals.in /policies.aspx There has been no change in the policies since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.
DIRECTORS 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:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(ii) they 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 of the Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal and statutory auditors and external consultants and the reviews performed by 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 financial year 2015-16.
The internal auditor also regularly reviews the adequacy of internal financial control system.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiary/ joint ventures/ associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors report as Annexure I.
AUDITORS
M/s. Kailash Chand Jain & Co, Chartered Accountants (ICAI Registration No. 112318W), the Auditors of the Company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s. Kailash Chand Jain & Co, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if re-appointed for the financial year 2016-2017 their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.
You are requested to appoint Auditors and to fix their remuneration.
COST AUDIT
As per Section 148 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee had appointed M/s. B. F. Modi & Associates, Cost Accountants, as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial
Years 2015-16. M/s. B. F. Modi & Associates, Cost Accountants, have also been appointed as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2016-17. The necessary resolution for seeking ratification of payment of remuneration to them is included in the notice of the ensuing annual general meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2015-2016.
The Secretarial Auditors Report is annexed as Annexure II.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The auditor s report does not contain any qualifications, reservations or adverse remarks.
The Secretarial Audit Report for the financial year ended March 31, 2016 do not contain any qualification, reservation, adverse remark. The reasons for unspent amount of CSR expenditure is explained in the Annual Report on Corporate Social Responsibilities Activities annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]
1. Conservation of energy:
a. Steps taken / impact on conservation of energy:
During the year, the Company continued to make efforts to prevent wasteful electrical consumption.
b. Steps taken by the company for utilizing alternate sources of energy including waste generated:
The Company is planning to set a Solar Power Plant in order to minimize the cost of electrical consumption.
c. The Capital invested on energy conservation equipment : - NIL -
2. Technology absorption:
a. Efforts, in brief, made towards technology absorption during the year under review are: Not Applicable
b. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable
c. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished : Not Applicable
d. Expenditure incurred on Research and Development: NIL
3. Foreign exchange earnings and Outgo:
(Rs. in Lakhs)
|
Foreign exchange earnings and outgo |
2015-16 |
a. |
Foreign exchange earnings |
689.37 |
b. |
Foreign exchange outgo |
1015.95 |
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure III.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY
The Company had received a notice vide letter dated 17th June, 2015, from the Regional Officer, Mahad, Maharashtra Pollution Control Board ("Board") directing to close the manufacturing activities of the company s factory and hence manufacturing activities were closed. However, the same was restarted vide order dated 10th July, 2015 received from the said Board.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments during the year ended March 31, 2016.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR policy of the Company is placed on the website of the Company web link http://www. Shreeharichemicals.in/policies. aspx.
In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company s CSR activities is furnished as Annexure IV.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure V.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:
Sr. No. |
Performance evaluation of |
Performance evaluation performed by |
Criteria |
1. |
Each Individual directors |
Nomination and Remuneration Committee |
Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc. |
2. |
Independent directors; |
Entire Board of Directors excluding the director who is being evaluated |
Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc. |
3. |
Board, its committees and individual directors |
All directors |
Board composition and structure; effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees |
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 requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
LISTING AGREEMENT AND LISTING FEES
The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid the listing fees to BSE Limited for the year 2016-2017.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website www. shreeharichemicals.in/policies.aspx.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
As per the Listing Regulations, the Corporate Governance Report, Management Discussion and Analysis Report, and the Auditor s Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report
ACKNOWLEDGEMENT
Your Directors convey their gratitude to the State Bank of India and every official, customers, suppliers, other associates of the company for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.
For and on behalf of the Board
Place: Mumbai Bankesh Chandra Agrawal
Date: 1st August, 2016 Chairman & Executive Director
Mar 31, 2015
To
The Members,
SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Twenty Eighth Annual
Report together with the Statement of Accounts for the year ended on
March 31, 2015:
FINANCIAL RESULTS: (Rs. in Lakhs)
Particulars 2014-2015 2013-2014
Sales 13099.69 6183.41
PROFIT BEFORE DEPRECIATION & TAX 5188.17 1779.81
Less:
Depreciation 332.43 150.90
PROFIT BEFORE TAX 4855.74 1628.91
Less: Provision for Taxation
Current Tax 1575.00 298.00
Deferred Tax 73.34 (18.98)
Short/excess provision of Income Tax 0.57 -
PROFIT AFTER TAX 3206.83 1349.89
Add: Surplus brought forward from Previous
Year 1516.52 218.65
PROFIT AVAILABLE FOR APPROPRIATION 4723.35 1568.54
Proposed Dividend 111.16 44.46
Tax on Proposed Dividend 22.23 7.56
Transfer to General Reserve 160.00 -
Profit Carried Forward 4429.96 1516.52
OPERATIONS:
During the year under review, net sales turnover was Rs. 13099.69 Lakhs
as against Rs. 6183.41 Lakhs during the corresponding previous year.
Profit after tax was Rs. 3206.83 Lakhs as against Profit of Rs. 1349.89
Lakhs for the previous year. The growth in the turnover and profit of
the Company was mainly attributable to the favorable positive market
conditions and demand in the international market for the products.
However, the increase in exports was the bright spot in the net sales
turnover.
TRANSFER TO GENERAL RESERVE
The Company proposes to transfer Rs. 160.00 Lakhs (5% of Net Profit) to
the General Reserve out of the amount available for appopriation and an
amount of Rs. 3073.45 Lakhs is proposed to be retained in the Profit
and Loss Account.
DIVIDEND
The Board of Directors are pleased to recommend a dividend of Rs.
2.50/- (Rupees two and paisa fifty) per share i. e. 25% on 4446300
Equity Shares of Rs. 10/- each for the year 2014-2015.
EXPORT
Export earnings were Rs. 707.60 Lakhs as against Rs. 407.02 Lakhs
during the corresponding previous year.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments, if any, affecting
the financial position of the Company, which have occurred between the
end of the Financial Year dated March 31st, 2015 and the date of the
report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
6 (Six) Meetings of the Board of Directors were held during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Shri Virjanand Gupta (DIN 00042271), Shri
Arvind Chirania (DIN 00044845), Shri Santosh Kumar Sultania (DIN
00041109), Shri Vinit Kedia (DIN 02462683) were appointed as
Independent Directors at the Annual General Meeting of the Company held
on September 5th, 2014.
Shri Hanuman Prasad Ramuka (DIN 02440114), Director of the Company,
retires at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
Shri Kishori Lal Ramuka (DIN 00040695) was re-appointed as the Chairman
& Executive Director of the Company from October 1, 2014 for a period
of three years which was approved by the shareholders at the Annual
General Meeting held on September 5th, 2014.
The Board of Directors at its Meeting held on February 12th, 2015
re-appointed Shri Bankesh Chandra Agrawal (DIN 00121080) as the
Managing Director of the Company for a period of three years from March
1st, 2015, subject to the approval of the Shareholders.
Shri Santosh Kumar Sultania, (DIN 00041109) Director of the Company,
resigned as Director with effect from March 26, 2015. The Board places
on record their sincere appreciation for the valuable services rendered
by him during his tenure as Director of the Company.
With a view to strengthen the Board and also to meet the regulatory
requirements, Smt. Ekta Sultania (DIN 07134485) was appointed as
Additional Director of the Company with effect from March 26, 2015.
Since Smt. Ekta Sultania is an Independent Director of the Company, the
resolution seeking approval of the Members for the appointment of Smt.
Ekta Sultania as an Independent Director with effect from March 26,
2015 has been incorporated in the notice of the forthcoming Annual
General Meeting of the Company. The Company has received notice under
Section 160 of the Act along with the requisite deposit proposing her
appointment. She is a Bachelor of Science (B.Sc.)
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, the appointment of Shri Kishori Lal Ramuka,
Chairman & Executive Director, Shri Bankesh Chandra Agrawal, Managing
Director, Shri Hanuman Prasad Ramuka, Whole Time Director and Shri
Sanjay Kedia, Chief Financial Officer of the Company as key managerial
personnel of the Company was formalized on May 29th, 2014. During the
year Company also appointed Smt. Priyanka Ajmera as a Company Secretary
with effect from March 26th, 2015 as required under the provisions of
Section 203 of the Act.
DECLARATION FROM INDEPENDENT DIRECTORS
Shri Virjanand Gupta, Shri Arvind Chirania, Shri Vinit Kedia and Smt.
Ekta Sultania, who are independent directors, have submitted a
declaration that each of them meets the criteria of independence as
provided in sub Section (6) of Section 149 of the Act and there has
been no change in the circumstances which may affect their status as
independent director during the year. In the opinion of the Board, the
independent directors possess appropriate balance of skills, experience
and knowledge, as required.
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit committee of the Board of Directors of the Company consists
of the following members:
1. Shri Arvind Chirania
2. Shri Vinit Kedia
3. Shri Virjanand Gupta
4. Shri Santosh Kumar Sultania (Resigned w.e.f. 26.03.2015)
Four (4) Meetings of the Committee were held during the Financial Year.
VIGIL MECHANISM
The Company has formulated and published a Whistle Blower Policy to
provide a mechanism ("Vigil Mechanism") for employees including
directors of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177(9) of
the Act.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the
criteria for selection of candidates for appointment as Directors,
Independent Directors, senior management as adopted by the Board of
Directors are placed on the website of the Company and are annexed as
Annexure I & II to this report.
DIRECTORS' 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:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
(ii) they 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 of the
Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by 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 Financial Year 2014-15.
The Internal Auditor also regularly reviews the adequacy of internal
financial control system.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiary/joint ventures/associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act, the extract
of annual return is enclosed, which forms part of the directors' report
as Annexure III.
AUDITORS
M/s. Kailash Chand Jain & Co., Chartered Accountants (ICAI NO.
112318W), the Auditors of the Company who would retire at the ensuing
Annual General Meeting offer themselves for re-appointment. M/s.
Kailash Chand Jain & Co., Chartered Accountants, the existing auditors
have furnished a certificate, confirming that if re-appointed for the
Financial Year 2015-2016 their re-appointment will be in accordance
with Section 139 read with Section 141 of the Companies Act, 2013.
COST AUDIT
As per Section 148 and other applicable provisions of the Companies
Act, 2013, the Board of Directors based on the recommendation of the
Audit Committee had appointed M/s. B. F. Modi & Associates, Cost
Accountants, as Cost Auditors to carry out the audit of the Cost
Records of the Company for the Financial Year 2014-15. M/s. B. F. Modi
& Associates, Cost Accountants, have also been appointed as Cost
Auditors to carry out the audit of the Cost Records of the Company for
the Financial Year 2015-16. The necessary resolution for seeking
ratification of payment of remuneration to them is included in the
notice of the ensuing Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh &
Associates, Practicing Company Secretaries were appointed as the
Secretarial Auditor for auditing the secretarial records of the Company
for the Financial Year 2014-2015.
The Secretarial Auditors' Report is annexed as Annexure IV.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with Clause (m) of Sub-section (3) of Section
134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to
this report as Annexure V.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure VI.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL
AUTHORITY
The Company received a notice vide letter dated June 17th, 2015, from
the Regional Officer, Mahad, Maharashtra Pollution Control Board
directing to close the manufacturing activities of the Company's
factory. Further, the Company has received the order dated July 10th,
2015, directing to restart the manufacturing activities. Accordingly,
the Company has restarted its manufacturing activities.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies
Act, 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management
policy and is responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company,
which is approved by the Board.
As part of CSR initiatives, your Company during the Financial Year
2014-15 has amongst other activities, undertaken projects in areas of
promoting education, preventive health care and measures for benefits
of villagers in rural areas of Raigad District.
The above projects are in accordance with Schedule VII of the Companies
Act, 2013. The Company has spent Rs. 5.80 Lakhs towards the CSR
projects during the current Financial Year 2014-15.
The average net profit of the Company, computed as per Section 198 of
the Act, during the three immediately preceding Financial Years was Rs.
288.62 Lakhs, it was hence required to spend Rs. 5.77 Lakhs on CSR
activities during the Financial Year 2014-15 being 2% of the average
net profits of the three immediately preceding Financial Years. The
Company has spent an entire amount of Rs. 5.77 Lakhs in its CSR during
the Financial Year.
The Annual Report on CSR activities is annexed as Annexure VII.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 and the same forms part of this
report as Annexure VIII.
EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation performance of the Board, Board Committees and
individual Directors was carried out pursuant to the provisions of the
Act in the following manner:
Sr. Performance Performance evaluation Criteria
No. evaluation of performed by
1. Each Individual Nomination and Attendance,
Contribution to the
Board and
Committee Remuneration Committee Committee Meetings like
preparedness on
Directors the issues to be
discussed, meaningful and
constructive contribution
and guidance provided,
key performance aspects
in case of Executive
Directors etc.
2. Independent Entire Board of
Directors Attendance, Contribution
to the Board and
Directors; excluding the Director Committee Meetings like
preparedness on
who is being evaluated the issues to be
discussed, meaningful and
constructive
contribution, and
guidance provided etc.
3. Board, its All Directors Board composition and
structure;
committees and effectiveness of Board
processes, information
individual and functioning,
performance of specific
Directors duties and obligations,
timely flow of
information etc. The
assessment of Committees
based on the terms of
reference of the
Committees
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 requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
CORPORATE GOVERNANCE REPORT
As per SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15,
2014 the revised Clause 49 is not mandatory to the Company.
ACKNOWLEDGEMENT
Your Directors convey their gratitude to the State Bank of India and
every official, customers, suppliers, other associates of the Company
for their continued co-operation and support. The Directors also wish
to place on record their appreciation of hard work put in by the staff
of the Company. The Directors are also grateful to you, the
Shareholders, for the confidence putting in the Company.
For and on behalf of the Board
Mumbai Kishori Lal Ramuka
August 12, 2015 Chairman & Executive Director
Mar 31, 2014
To the Members,
The Directors have pleasure in presenting the Twenty - Seventh Annual
Report together with the Statement of Accounts for the year ended March
31, 2014:
FINANCIAL RESULTS: (Amount in Rs.)
PARTICULARS 2013-2014 2012-2013
Revenue from Operations & Other Income 61,83,41,442 15,48,21,263
Profit Before Depreciation & Tax 17,79,81,319 (3,46,56,199)
Less : Depreciation 1,50,90,588 1,77,68,069
Profit After Depreciation 16,28,90,731 (5,24,24,268)
Less: Provision for Income Tax 2,98,00,000 -
(Less)/Add: Provision for
Deferred Tax (Assets) /Liability (18,98,317) (22,71,837)
Profit/(Loss) after Tax 13,49,89,048 (5,01,52,431)
Balance brought forward 2,18,64,826 7,20,17,257
15.68.53.874 2,18,64,826
Appropriation:
Proposed Dividend 44,46,300 -
Corporate Dividend Tax 7,55,649 -
Carried forwarded to
Balance sheet 15,16,51,925 2,18,64,826
15.68.53.874 2,18,64,826
OPERATIONS:
The Company''s activities had re-started from September,2013 .as per
the order of Hon''ble Bombay High Court order dated 29th July,2013.
Your Company''s turnover of the year under review is Rs. 6183.41 lacs
as against Rs. 1548.21 lacs in the previous year.
DIVIDEND
The Board of Directors are pleased to recommend a dividend of Re.
1/-(Rupee one only) per share i.e 10% on 4446300 Equity Shares of Rs.
10/- each.
EXPORT
The Export turnover of the year under review is Rs. 327.02. lacs..
FIXED DEPOSIT
The Company has not accepted any fixed deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors had at its Meeting held on May 29, 2014
constituted Corporate Social Responsibility ("CSR") Committee in
accordance with Section 135 of Companies Act, 2013 read with rules
formulated therein.
DIRECTORS:
Shri Kishori Lal Ramuka, Director of the Company, retires at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment.
The Company has pursuant to the provisions of Section 161 of the
Companies Act, 2013 appointed Shri Virjanad Gupta as an additional
director w.e.f. November 13, 2013 and he holds office upto the date of
ensuing Annual General Meeting and being eligible for appointment.
Shri Raj Kumar Dayma Director of the Company, resigned as Director with
effect from 31st August, 2013. The Board places on record their
sincere appreciation for the valuable services rendered by him during
his tenure as Director of the Company.
As per Section 149(4) of the Companies Act, 2013 (''Act''), which
came into effect from April 1, 2014, every listed public company is
required to have at least one-third of the total number of directors as
Independent Directors who shall hold office for a term upto five
consecutive years on the Board of a company and is not liable to retire
by rotation.
In accordance with the provisions of Section 149 of the Act, read with
Schedule IV of the Act, the appointment of Shri Arvind Chirania, Shri
Santosh Kumar Sultania, Shri Vinit Kedia and Shri Virjanand Gupta as
Independent Directors of the Company is being placed before the Members
at the ensuing annual general meeting for their approval. In the
opinion of the Board, they fulfill the conditions specified in the Act
and the Rules made thereunder for appointment as Independent directors
and are independent of the management.
Brief resume of the above Directors, nature of their experience in
specific functional areas and names of the companies in which they hold
directorship and membership/chairmanship of committees of the Board, as
stipulated under clause 49 of the Listing Agreement with the stock
Exchange are given in the section on Corporate Governance in the Annual
Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors
confirm the following:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) 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 of the Company for that period;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting record 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;
d) that the directors have prepared the annual accounts on a going
concern basis;
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
Reports on Management Discussion & Analysis and on Corporate Governance
alongwith a certificate from the Auditors are attached hereto and forms
part of this Annual Report.
COMPLIANCE CERTIFICATE:
A Compliance Certificate under section 383A of the Companies Act. 1956
from the Practicing Company Secretary in respect of the financial year
ended on March 31, 2014 is attached hereto.
PARTICULARS OF EMPLOYEES:
The company does not have any employees whose particulars are required
to be given pursuant to the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO.
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, statement showing particulars with
respect to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the Annexure forming part of
this report.
LISTING:
The Equity Shares of the Company are listed at the BSE Limited. The
company has paid the Annual Listing Fees to the BSE Limited for the
year 2014-2015.
AUDITORS:
M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of
the company who would retire at the ensuing Annual General Meeting
offer themselves for reappointment. M/s. Kailash Chand Jain & Co.,
Chartered Accountants, the existing auditors have furnished a
certificate, confirming that if reappointed for the financial year
2014-2015 their reappointment will be in accordance with Section 139
read with section 141 of the Companies Act, 2013.
You are requested to appoint Auditors and to fix their remuneration.
COST AUDITORS
The Central Government has approved the appointment of Shri R.M.
Kandoi, Cost Accountant, as Cost Auditor of the Company for FY 2013-14.
INDUSTRIAL RELATIONS
The overall industrial relations in the Company have been cordial. Your
Directors once again wish to place on record their appreciation for the
contribution made by the employees at all levels to the continued
growth and prosperity of the Company.
ACKNOWLEDGEMENT
Your directors wish to place on record, their appreciation for the
continued support of the Customers, Financial Institutions, Bankers,
Suppliers and all other associates.
For and on behalf of the Board
KISHORI LAL RAMUKA
Chairman & Executive Director
Dated : June 30, 2014.
Mar 31, 2012
The Directors have pleasure in presenting the Twenty - Fifth Annual
Report together with the Statement of Accounts for the year ended March
31, 2012:
FINANCIAL RESULTS: (Amount in Rupees)
2011-2012 2010-2011
Sales & Other Income 70,29,76,148 73,16,13,081
Profit Before Depreciation & Tax (33,79,762) 3,76,04,418
Less : Depreciation 2,04,99,527 2,31,07,622
Profit After Depreciation (2,38,79,289) 1,44,96,798
Less: Provision for Income Tax à 29,00,000
Less:(Add):Provision for Deferred
Tax (Assets) /Liability (19,76,882) 34,53,983
Profit/(Loss) after Tax (2,11,96,249) 81,42,815
Balance brought forward 9,32,13,503 9,02,72,639
7.20.17.254 9,84,15,454
Appropriation:
Proposed Dividend à 44,46,300
Corporate Dividend Tax à 7,55,649
Profit c/f to Balance sheet 7,20,17,254 9,32,13,505
7.20.17.254 9,84,15,454
OPERATIONS:
During the year the Company's manufacturing activities had been
discontinued from 28th February, 2012, due to disconnection of
electricity /water supply to the factory, as per the directions of MPCB
(Maharashtra Pollution Control Board). Then the company had filed a
notice of motion with the Hon'ble High Court, Bombay. The High Court
appointed the NEERI (National Environmental Engineering Research
Institute) to inspect the plant. After the inspection of the plant
NEERI recommended to operate the plant about 50% levels of production
capacity for a period of three weeks for assessment of all polluting
streams under the observations of MPCB and NEERI.
Due to the closure of the company's manufacturing activity and the
Global and Domestic slowdown, your company could able to achieve a
turnover of Rs. 7029.76 lacs as against Rs. 7316.13 lacs in the
previous year. This resulted in a loss of Rs. 211.96 lacs.
EXPORT
The Export turnover of the year under review is Rs. 968.07 lacs as
against Rs. 1557.33 lacs in previous year. FIXED DEPOSIT
The company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 read with Companies (Acceptance of
Deposits) Rules, 1975 made thereunder.
DIRECTORS
Shri Vinit Kedia and Shri Raj Kumar Dayma, would retire by rotation at
the ensuing Annual General Meeting of the Company and are eligible for
re-appointment.
Brief resume of the above Directors, nature of their experience in
specific functional areas and names of the companies in which they hold
directorship and membership/chairmanship of committees of the Board, as
stipulated under clause 49 of the Listing Agreement with the stock
Exchange are given in the section on Corporate Governance in the Annual
Report.
Shri Kailash Chand Ramuka and Shri Ramu Raman Agarwal Directors of the
Company, resigned as Directors with effect from 1st April, 2012. Shri
Virjanand Gupta and Shri Amar Kanodia, Directors of the Company,
resigned as Directors with effect from 12th May, 2012.The Board places
on record their sincere appreciation for the valuable services rendered
by them during their tenure as Directors of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors
confirm the following:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) 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
loss of the Company for that period;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting record 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;
d) that the directors have prepared the annual accounts on a going
concern basis;
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
Reports on Management Discussion & Analysis and on Corporate Governance
alongwith a certificate from the Auditors are attached hereto and forms
part of this Annual Report.
COMPLIANCE CERTIFICATE:
A Compliance Certificate under section 383A of the Companies Act. 1956
from the Practicing Company Secretary in respect of the financial year
ended on March 31, 2012 is attached hereto.
PARTICULARS OF EMPLOYEES:
The company does not have any employees whose particulars are required
to be given pursuant to the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:
As required under Section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, statement showing particulars with
respect to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the Annexure forming part of
this report.
LISTING:
The Equity Shares of the Company are listed at the BSE Limited. The
company has paid the Annual Listing Fees to the BSE Limited for the
year 2012-2013.
AUDITORS:
M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of
the company would retire at the ensuing Annual General Meeting and are
eligible for reappointment.
You are requested to appoint the Auditors and fix their Remuneration.
For and on behalf of the Board
KISHORI LAL RAMUKA
Chairman & Executive Director
Date: 25 August, 2012
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Third Annual
Report together with the Statement of Accounts for the year ended 31st
March, 2010.
FINANCIAL RESULTS 2009-2010 2008-2009
(In Rupees) (In Rupees)
Sales & Other Income 69,35,98,765 63,30,07,114
Profit before Depreciation & Tax 3,65,13,137 (1,93,06,476)
Less : Depreciation 1,69,43,058 1,34,16,735
Profit After Depreciation 1,95,70,079 (3,27,23,211)
Less : Provision for Income Tax 10,00,000 -
Less : Provision for Fringe Benefit Tax - 4,71,002
Less : Provision for Deferred Tax
Liability/(Assets) 1,23,46,904 (1,10,67,045)
Less/(Add) : Short/(Excess) provision for
Income Tax /F.B.T. for Earlier Year (23,00,222) -
Profit after tax 85,23,397 (2,21,27,168)
Balance Brought forwarded 8,69,51,192 1,142,80,309
9,54,74,588 9,21,53,141
Appropriation
Proposed Dividend 44,46,300 44,46,300
Corporate Dividend Tax 7,55,649 7,55,649
Balance Carried forwarded to Balance
Sheet 9,02,72,639 8,69,51,192
9,54,74,588 9,21,53,141
OPERATION :
Inspite of persistence of economic slow down your Company could able to
overcome the same to the extent possible and has achieved turnover of
Rs. 6935.99 lacs and profit before tax Rs. 195.70 lacs.
EXPORT :
The Export turnover of the year under review is Rs. 2139.92 lacs as
against Rs. 2324.16 lacs in previous year.
DIVIDEND :
The Board of Directors of the Company, for the year ended 31st March,
2010 has recommended a dividend of Re. 1/- per share (10% per equity
shares of face value of Rs. 10/- each) subject to the approval of the
shareholders at the Annual General Meeting.
FIXED DEPOSIT :
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act,1956 read with companies (Acceptance of
Deposits) Rules, 1975 made thereunder.
EFFLUENT TREATMENT PLANT :
The Company has its own full fledged Effluent Treatment Plant as per
the norms prescribed by the Maharashtra Pollution Control Board.The
Company is also a member of Common Effluent Treatment Plant (CETP)
managed by the Mahad Manufacturing Association (MMA).
During the year under review the Company has invested Rs. 90.65 lacs
for upgradation of Effluent Treatment Plant.
DIRECTORS :
Shri Kailash Chand Ramuka, Shri Santosh Kumar Sultania and Shri
Virjanand Gupta would retire by rotation at the ensuing Annual General
Meeting of the Company and are eligible for reappointment.
The term of Shri Bankesh Chandra Agrawal as Managing Director has
expired on 28th February, 2010. The Board of Directors of the Company
has re-appointed him for a further period of five years with effect
from 1st March, 2010. subject to the approval of the members in the
ensuing Annual General Meeting of the Company.
Brief resume of the above Directors, nature of their experience in
specific functional areas and names of the companies in which they hold
directorship and membership/chairmanship of committees of the Board, as
stipulated under clause 49 of the Listing Agreement are given in the
section on Corporate Governance in the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors
confirm the following :
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) 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 of the Company for that period;
c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting record 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;
d) that the directors have prepared the annual accounts on a going
concern basis;
COMPLIANCE CERTIFICATE :
A Compliance Certificate under section 383A of the Companies Act. 1956
from the Practicing Company Secretary in respect of the financial year
ended on March 31, 2010 is attached hereto.
CORPORATE GOVERNANCE :
Pursuant to clause 49 of the Listing Agreement with the Stock Exchange,
Reports on Management Discussion & Analysis and on Corporate Governance
alongwith a certificate from the Auditors are attached hereto and forms
part of this Annual Report.
PARTICULARS OF EMPLOYEES :
The Company does not have any employees whose particulars are required
to be given pursuant to the provisions of Section 217 (2A) of the
Companies Act 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, statement showing particulars with
respect to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the Annexure forming part of
this report.
LISTING :
The Equity Shares of the Company are listed at the Bombay Stock
Exchange Limited. The Company has paid the Annual Listing Fees to the
Bombay Stock Exchange Limited for the year 2010-2011.
AUDITORS :
M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of
the company would retire at the ensuing Annual General Meeting and are
eligible for reappointment. You are requested to appoint auditors and
to fix their remuneration.
ACKNOWLEDGEMENT :
Your Directors are pleased to place on record their sincere
appreciation to all the employees of the Company whose entiring efforts
have made achieving its goal possible. Your Directors wish to thank the
Central and State Governments, customers, suppliers, business
associates, shareholders, Banks and Financial Institutions for their
continued support and for the faith reposed in your Company.
For and on behalf of the Board
KISHORI LAL RAMUKA
Chairman & Executive Director
Dated : 30th July, 2010.