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Directors Report of Valiant Organics Ltd.

Mar 31, 2018

To,

The Members of,

VALIANT ORGANICS LIMITED

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Financial Statements and the Auditors’ Report for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Revenue From Operations

12064

7339

EBIDTA

2789

1987

Depreciation and Amortization Expense

219

171

Profit/(Loss) from Operations before Other Income, Finance Costs and Exceptional Items

2422

1667

Other Income

148

150

Profit Before Finance Cost

2570

1816

Finance Costs

47

25

Net Profit Before Tax

2523

1791

Tax Expense

890

629

Net Profit After Tax

1634

1162

Earnings Per Share

27.86

19.81

FINANCIAL PERFORMANCE

Your Company reported Total Income of Rs. 12064 Lakhs for FY 2017-18 as compared to Rs. 7339 Lakhs for FY 2016-17. Your Company’s Earnings before Interest Depreciation and Taxes (EBIDTA) stood at Rs. 2789 Lakhs as compared to Rs. 1987 Lakhs for FY 2016-17, registering a healthy growth. Net Profit after Tax (PAT) for the financial Year 2017-2018 is Rs. 1634 Lakhs as compared to last year of Rs. 1162 Lakhs. EPS surged to Rs. 27.86 for FY 2017-18 as compared to Rs. 19.81 for FY 2016-17.

DIVIDEND

Based on the Company’s performance your Directors are pleased to recommend a Final Dividend of Rs. 4 (@40%) per Share so that total dividend outlay including interim dividend of Rs. 2.5 for FY 2017-18 will be Rs. 6.5 per share (Previous year Rs. 5 per Share) or Rs. 381 Lakhs (Previous year’s Rs. 293 Lakhs) in total.

Since there was no unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 relating to transfer of unpaid/unclaimed Dividend to Investor Education and Protection Fund did not apply.

TRANSFER TO RESERVES

The Company has transferred Rs. 163 Lakhs to General reserve for FY 2017-18 as against Rs. 116 for FY 2016-17.

SHARE CAPITAL

In terms of the Scheme of Amalgamation approved by the National Company Law Tribunal (NCLT), Mumbai Bench, on January 01, 2018, Abhilasha Tex- Chem Limited (Transferor Company) has been merged with the Company with effect from February 21, 2018, upon filing of certified Copy of order with the Registrar of the Companies. The said Scheme has become operational and effective from July, 01, 2017 (Appointed Date), pursuant to which the authorized capital of the

Transferor Company has got merged with that of the Company, and consequently, the Authorized Capital of the Company has increased to Rs. 1,05,000,000.

The Company had allotted additional 2,224,030 Equity Shares of Rs. 10/- each on March 15, 2018 to the shareholders of Abhilasha Tex-chem Limited (Transferor Company) in terms of the said Scheme. Listing approval for these shares on BSE Limited was received on April 18, 2018 and Trading Approval for these shares was effective from May 25, 2018 on BSE Limited. The paid up share capital of the Company as on March 31, 2018 stood at Rs. 5,86,43,500 divided in to 58,64,350 Equity Shares of Face value of Rs. 10/- each.

Apart from the above, there was no change in the Share Capital of the Company during the Financial Year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended March 31, 2018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY

B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: - Rs. 2661 Lakhs (Previous Year: Rs. 2311) Foreign Exchange Outgo: - Rs. 2812 Lakhs (Previous Year: Rs. 1602)

DIRECTORS / KEY MANAGERIAL PERSONNEL

Shri Vishnu J. Sawant, Whole time Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and offers himself for re-appointment.

Shri Mahesh M. Savadia was appointed as an additional director and whole time Director by the Board effective from February 10, 2018. His term as an additional director is expiring on the date of ensuing AGM. Board recommends for his appointment as Director and your approval for his appointment as the Whole time Director as such.

Shri Mahek M. Chheda had been appointed as the Whole time Director, Shri Dattatray S. Galpalli and Shri Chandrakant V. Gogri had been appointed as Non-executive Directors and Shri Velji K. Gogri had been appointed as an Independent Director in the Annual General Meeting held on August 16, 2017.

Shri Chandrakant V. Gogri has resigned from the Directorship effective from March 25, 2018.

MEETINGS OF THE BOARD

During the year, 6 (Six) meetings of Board of Directors and one meeting of Independent Directors were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Board meetings attended by Board of Directors :

Members

Category

I

II

III

IV

V

VI

Date

10-May-17

6-Jul-17

11-Sep-17

13-Nov-17

10-Feb-18

25-Mar-18

Venue

Mumbai

Mumbai

Mumbai

Mumbai

Mumbai

Mumbai

Shri Hemchand L. Gala

Chairman and Managing Director

6

V

V

V

V

V

V

Shri Arvind K. Chheda

Whole time Director

6

V

V

V

V

V

V

Shri Vicky H. Gala (upto May 10, 2017)

Whole time Director

1

V

NA

NA

NA

NA

NA

Shri Vishnu J. Sawant

Whole time Director

5

V

V

-

V

V

V

Shri Mahek M. Chheda (appointed on July 6, 2017)

Whole time Director

4

NA

NA

V

V

V

V

Shri Mahesh M. Savadia (appointed on February 10, 2018)

Whole time Director

1

NA

NA

NA

NA

NA

V

Shri Chandrakant V. Gogri (appointed on May 10, 2017 and resigned on March 25, 2018)

Non Executive Director

4

NA

V

V

V

V

Shri Dattatray S. Galpalli (appointed on July 6, 2017)

Non Executive Director

3

NA

NA

V

V

V

Shri Dhirajlal D. Gala

Independent Director

5

V

V

-

V

V

V

Smt. Jeenal K. Savla

Independent Director

5

V

V

-

V

V

V

Shri Velji K. Gogri (appointed on July 6, 2017)

Independent Director

3

NA

NA

-

V

V

V

COMMITTEES OF THE BOARD

During the year, your directors have constituted or re-constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

1) AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Chairman of the Committee is an Independent Director.

Composition of the Audit Committee and the details of Meetings held during the year is as under:

Members

Category

I

II

III

Date

10-May-17

6-Jul-17

11-Sep-17

Venue

Mumbai

Mumbai

Mumbai

Shri Dhirajlal D. Gala (Chairman)

Independent Director

3

V

V

V

Smt. Jeenal K. Savla (Member)

Independent Director

3

V

V

V

Shri Hemchand L. Gala (Member)

Chairman and Managing Director

3

V

V

V

Terms of Reference

The Audit Committee inter-alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal control system, discussion on financial results, interaction with statutory and Internal Auditors, recommendation for appointment of Statutory and Cost Auditors and their remuneration, recommendation of the appointment and remuneration of Internal Auditors, review of Business Risk Management Plan, Management Discussions and Analysis, Review of Internal Audit Reports, approval, review of related party transactions and scrutiny of inter corporate loans and investments.

In fulfilling the above role Audit committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

2) NOMINATION AND REMUNERATION COMMITTEE:

The committee was reconstituted on May 10, 2017 and thereby Shri Chandrakant V. Gogri has been appointed as the Chairman in place of Shri Vicky H. Gala. The committee was again reconstituted on March 25,2018 where Shri Velji K. Gogri was appointed as the Chairman of the committee in place of Shri Chandrakant V. Gogri .

The committee has been formed as per the provisions Section 177 of the Companies Act, 2013. The Chairman of the Committee is an Non - Executive Director.

Composition of the Nomination and Remuneration Committee and the details of Meetings held during the year is as under:

Members

Category

I

II

III

IV

Date

28-Apr-17

28-Jun-17

10-Feb-18

25-Mar-18

Venue

Mumbai

Mumbai

Mumbai

Mumbai

Shri Vicky H. Gala (Chairman upto May 10, 2017)

Whole time Director

1

V

NA

NA

NA

Shri Chandrakant V. Gogri (Chairman from May 10, 2017 upto March 25, 2018)

Non-Executive Director

3

NA

V

V

V

Shri Velji K. Gogri (Chairman from March 25, 2018)

Independent Director

NA

NA

NA

NA

NA

Smt. Jeenal K. Savla (Member)

Independent Director

4

V

V

V

V

Shri Dhiralal D. Gala (Member)

Independent Director

4

V

V

V

V

Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee includes :

a) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) To formulate the criteria for evaluation of Independent Directors and the Board;

c) To devise a policy on Board diversity;

d) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Member The details of this policy are given below:-

a) Criteria and Qualification for Nomination & Appointment

A person to be appointed as Director, KMP or at Senior Management level should possess adequate and relevant qualification, expertise and experience for the position that he/she is being considered for.

b) Policy on Remuneration

The Company’s Remuneration policy considers human resources as its invaluable assets, to pay equitable remuneration to all directors, key managerial personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

c) Whole-time Directors

The Company remunerates its Whole-time Director’s by way of salary, perquisites and allowances and variable commission based on performance of the Company. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made thereunder. The remuneration paid to the Whole-time Director is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

d) Non-executive Directors

Non-executive Directors are presently receiving sitting fees (including reimbursement of expenses) for attending the meeting of the Board and its Committees as per the provisions of the Companies Act, 2013 and the rules made thereunder.

e) Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

3) STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board has formed Stakeholders’ Relationship Committee pursuant to provisions of Section 178 of the Act. Composition of Stakeholder Relationship Committee

Members

Designation

Category

Shri Dhirajlal D. Gala

Chairman

Independent Director

Shri Hemchand L. Gala

Member

Executive

Shri Arvind K. Chheda

Member

Executive

Terms of Reference:

Brief Terms of Reference of the Committee inter-alia cover reviewing status of approval of transfer/transmission of shares, issue of duplicate certificates, non-receipt of annual report, non-receipt of declared dividends and specifically review/redressal of Investors’ Grievances.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 of Act and the rules made thereunder, the Board has constituted the Corporate Social Responsibility (CSR) Committee with three members, out of which 2(two) are Executive Directors and 1 (one) is Independent Director.

Composition of Corporate Social Responsibility Committee and Number of Meetings during the year:

Members

Category

I

Date

9-May-17

Venue

Mumbai

Shri Dhiralal D. Gala (Chairman)

Independent Director

1

V

Shri Hemchand L. Gala (Member)

Chairman and Managing Director

1

V

Shri Arvind K. Chheda (Member)

Whole time Director

1

V

Terms of Reference

a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

CSR annual report is annexed as Annexure-A and forms an integral part of the Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All the independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of Companies Act, 2013.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of ''Sexual Harassment’ at workplace, and is fully committed to uphold and maintain the dignity of every women working with the Company. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Particulars

No of Complaints

Number of Complaints pending as on beginning of the Financial Year

NIL

Number of Complaints filed during the Financial Year

NIL

Number of Complaints pending as on the end of the Financial Year

NIL

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company had received the Listing approval on April 18, 2018 and Trading Approval on May 25, 2018 by BSE Limited for 22,24,030 Equity Shares allotted to the Shareholders of Abhilasha Tex-chem Limited (Transferor Company) pursuant to the Merger of Abhilasha Tex-Chem Limited with the Company.

The Company has received in-principle approval from BSE Ltd. for the proposed merger by absorption of Amarjyot Chemical Limited with Valiant Organics Limited. The Appointed date for the same is October 1, 2017. The company on July 20, 2018 has applied to NCLT, Mumbai Bench for further approvals in the above matter.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business of the Company during the year under consideration.

AUDITORS STATUTORY AUDITORS & THEIR REPORT

In the 9th Annual General Meeting (AGM) of the Company M/s. Madan Dedhia and Associates, Chartered Accountants (Firm Regn. No. 113095W) had been appointed as the Statutory Auditors of the Company for a period up to 5 (five) years to hold office from the conclusion of 9th (AGM) until the conclusion of the 14th (AGM) of the Company.

M/s. Madan Dedhia and Associates, Chartered Accountants had placed their resignation in the Board meeting held on May 28, 2018 from the office of the Statutory auditors effective from the date of ensuing AGM.

In view of the above, the Board of Directors in its meeting held on May 28, 2018 recommended the appointment of M/s Gokhale and Sathe, Chartered Accountants (Firm Regn. No. 103264W) as the Statutory Auditor of the Company for the approval of the shareholders in the ensuing AGM.

The Auditors’ Report to the Shareholders for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors’ Report to the Shareholder’s for the year under review are self-explanatory and does not need further explanation.

COST AUDITOR & THEIR REPORT

Your Directors had, on the recommendation of the Audit Committee, appointed Smt Ketki Damji Visarya (Fellowship No. 16028), Cost Accountants as the Cost Auditors to audit the cost records of the Company for the FY 2018-2019.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2017 was 27th September, 2017(which was extended to December 31, 2017) and the Cost Audit Report was filed by the Cost Auditor on December 28, 2017. The due date for filing the Cost Audit Reports for the financial year ended 31st March, 2018 is September 27, 2018.

As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co., Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as Annexure-C and forms an integral part of this Report. In connection with the auditor’s observations in the report, it is clarified that non-filing of one e-form for board resolution with MCA was caused inadvertently and necessary steps are being taken to file the same.

RISK MANAGEMENT

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in the Management Discussion and Analysis report forming the part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company’s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors’ Reports are regularly reviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) is annexed with the Independent Auditors’ Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistle blowers are protected from retribution, whether within or outside the organization.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

FIXED DEPOSITS

The Company did not have any deposits at the beginning of the year under review and the Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

ANNUAL RETURN

The details forming part of the extract ofAnnual Return in the Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in the Report as Annexure-B and forms an integral part of the Report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence the Annexure in the Format of AOC-1 is not required.

MATERIAL SUBSIDIARY

The Company does not have any material subsidiary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going Concern status of the Company and its future operations.

REGSITRAR AND TRANSFER AGENT

The Board has appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent (RTA).

The Company’s Registrar & Share Transfer Agents, M/s. Big Share Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.

INSIDER TRADING CODE

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct to Regulate, monitor and Report trading by insider

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adopted adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including policies for Safeguarding of Assets, Prevention & Detection of Errors & Frauds, for accurate and complete presentation of accounting records and the timely preparation of reliable financial information.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial Standards, i.e. SS-1 & SS-2, relating to ''Meetings of the Board of Director’s and General Meetings’, respectively, have been duly followed by the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) That in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors had 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 and loss of the company for that period;

c) That the Directors had 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) That Directors’ have prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, financial institutions, Customers, employees, suppliers, other business associates and various other stakeholder

For and on Behalf of Board

Sd/-

HEMCHAND LALJI GALA

CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai

Date: August 8, 2018


Mar 31, 2017

To,

The Members,

Valiant Organics Limited.

The Directors have pleasure in presenting the twelfth Annual Report together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS OF THE COMPANY

(Amount in Rs.)

Particulars

2016-17

2015-16

Revenue From Operations

57,99,03,721

52,09,93,820

Profit Before Interest and Depreciation

16,47,81,797

17,16,40,333

Finance Charges

24,20,749

48,52,734

Depreciation and Amortization Expense

1,06,38,265

92,66,787

Extra-Ordinary Item

-

2,73,105

Net Profit Before Tax

15,17,22,783

15,72,47,707

Tax Expense

5,33,82,937

5,48,00,633

Net Profit After Tax

9,83,39,846

10,24,47,074

Earnings Per Share

27.01

28.14

FINANCIALS

The Company''s revenue from Operations for the year increased to Rs. 57,99,03,721 as compared to last year Rs. 52,09,93,820. The Earnings before Depreciation & Tax (EBDT) in Financial Year 2016-2017 was Rs. 16,47,81,797 as compared to last year Rs. 17,16,40,333. The Profit After Tax (PAT) for the financial Year 2016-2017 is Rs. 9,83,39,846 as compared to last year of Rs. 10,24,47,074 .

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in Nature of Business of the Company during the year under consideration.

DIVIDEND

Your Company has proposed Dividend aggregating to Rs. 2,93,21,745 for Financial Year 2016-17 as against Rs. 7,28,06,400 for Financial Year 2015-16.

The proposed dividend of Rs. 2,93,21,745/- consists of Dividend of Rs. 1,11,20,145 to be kept in reserve for payment to the shareholders of Abhilasha Tex-Chem Limited (Abhilasha) subject to and upon Scheme of amalgamation of Abhilasha with the Company becoming effective as proposed effective from the Appointed Date (i.e. 1st July, 2016) specified therein.

Since there was no unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 relating to transfer of unpaid/unclaimed Dividend to Investor Education and Protection Fund did not apply.

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

The Company has transferred Rs. 98,33,985 to General reserve for Financial Year 2016-17 as against Rs. 1,02,44,707 for Financial Year 2015-16.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence the Annexure in the Format of AOC-1 is not required.

FIXED DEPOSITS

The Company did not have any deposits at the beginning of the year under review and the Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

ANNUAL RETURN

The details forming part of the extract of Annual Return in the Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in the Report as Annexure-A and forms an integral part of the Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of the report.

However, during the year under review there was a material change that, the Company had listed 36,40,320 Equity Shares of Rs. 10/- each with SME Exchange of BSE Limited through an offer for sale. The details of which are mentioned under the head Share Capital of this report.

SHARE CAPITAL

During the year under review, the Company had made a Public Offer of 9,64,800 Equity Shares of Rs. 10/- each ("Equity Shares") for Cash at a price of Rs. 220/- Per Share including a premium of Rs. 210/- (The "Offer Price"), through an offer for sale by the shareholders aggregating to Rs. 212,256,000 ("the offer"), of which, 49,200 equity shares of Rs. 10/- each was reserved for subscription by market makers to the offer (the "market maker reservation portion"). The Company has listed Equity Shares on SME Exchange of BSE Limited from 14th October, 2016.

Apart from the above, there was no change in the Share Capital of the Company during the Financial Year under review.

DIRECTORS / KEY MANAGERIAL PERSONNEL

Shri. Hemchand Lalji Gala, Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and offers himself for reappointment.

During the Year 2016-17, following were the changes in Directors that took place in the Extra- Ordinary General Meeting of the Company which was held on 27th June, 2016:

a) Shri Hemchand Lalji Gala was designated as Chairman and Managing Director for a period of three years w.e.f. 1st July, 2016.

b) Shri Arvind Kanji Chheda was designated as Whole time Director for a period of three years w.e.f 1st July, 2016.

c) Shri Vishnu Jotiram Sawant was designated as Whole time Director for a period of three years w.e.f. 1st July, 2016.

Shri Velji Karamshi Gogri was appointed as an Additional Director in the category of Independent Director by the Board of Directors effective from 6th July, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in the Notice conveying AGM.

Shri Dattatray Sidram Galpalli was appointed as an Additional Director in the category of Non- Executive Director by the Board of Directors effective from 6th July, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in the Notice conveying AGM.

Shri Mahek Manoj Chheda was appointed as an Additional Director in the category of Executive Director by the Board of Directors effective from 6th July, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in the Notice conveying AGM.

Shri. Chandrakant Vallabhaji Gogri was appointed as an Additional Non-Executive Director by the Board of Directors effective from 10th May, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in Notice convening AGM. Shri. Vicky Hemchand Gala had resigned as Director effective from 10th May, 2017.

Pursuant to the provision of Section 149 of the Act, Shri Dhirajlal Damji Gala and Smt. Jeenal Kenil Savla were appointed as Additional Directors w.e.f 1st July, 2016 upto the 11th AGM of the Company. They were then appointed as Independent Directors at the Annual General Meeting of the Company held on 31st August, 2016, to hold the office for a term of 3 (three) years w.e.f the date of Annual General meeting i.e. 31st August, 2016. Independent Directors have given their respective declarations that they meet the criteria of Independence as laid down under section 149 (6) of the Companies Act, 2013

Pursuant to Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board appointed/ designated Shri Arvind Kanji Chheda, Director as Chief Financial Officer of the Company w.e.f. 1st July, 2016 and CS Prashant Balasaheb Gaikwad as Company Secretary and Compliance Officer w.e.f. 1st September, 2016.

CS Vyoma Vyas has been appointed as the Company Secretary and Compliance officer of the company with effect from 2nd June, 2017 in place of CS Prashant Balasaheb Gaikwad.

MEETINGS OF THE BOARD

During the year Seven (7) Board Meetings were convened and held on 1st June, 2016 , 27th June, 2016 , 26th July, 2016, 19th September, 2016, 7th October, 2016, 9th November, 2016 and 25th February, 2017 and one meeting of Independent Directors were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Board meetings attended by Board of Directors :

Sr. No.

Name of Director

No. of Meetings Attended

1

Shri Hemchand Lalji Gala

7

2

Shri Arvind Kanji Chheda

7

3

Shri Vicky Hemchand Gala

7

4

Shri Vishnu Jotiram Sawant

7

5

Shri Dhirajlal Damji Gala*

5

6

Smt. Jeenal Kenil Savla*

5

* Shri Dhirajlal Damji Gala and Smt. Jeenal Kenil Savla were appointed as Independent Directors with effect from 1st July, 2016

COMMITTEES OF THE BOARD

During the year, your directors have constituted or re-constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

1) AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Committee was constituted on 26th July, 2016. The chairman of the Committee is an Independent Director.

Composition of Audit Committee and Number of Meetings during the year:

Sr. No

Name of the Director

Designation

Category of Director

1

Shri Dhirajlal Damji Gala

Chairman

Independent Director

2

Smt. Jeenal Kenil Savla

Member

Independent Director

3

Shri Hemchand Lalji Gala

Member

Executive Director

1(One) Meeting of the Audit Committee was held on 9th November, 2016.

Terms of Reference

The Audit Committee inter-alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal control system, discussion on financial results, interaction with statutory and Internal Auditors, recommendation for appointment of Statutory and Cost Auditors and their remuneration, recommendation of the appointment and remuneration of Internal Auditors, review of Business Risk Management Plan, Management Discussions and Analysis, Review of Internal Audit Reports, approval, review of related party transactions and scrutiny of inter corporate loans and investments.

In fulfilling the above role Audit committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted on 26th July, 2016 as required under Section 178 of the Act and it comprises of 2 (two) Independent Directors and 1 (One) Non- Executive Director. The Chairman of the Committee is an Non - Executive Director.

Composition of Nomination and Remuneration Committee and Number of Meetings during the year:

Sr. No

Name of the Director

Designation

Category of Director

1

Shri Vicky Hemchand Gala (up to 10.05.2017) Shri Chandrakant Gogri (w.e.f 10.05.2017)

Chairman

Non - Executive Director

2

Smt. Jeenal Kenil Savla

Member

Independent Director

3

Shri Dhirajlal Damji Gala

Member

Independent Director

No Meeting of Nomination and Remuneration Committee was held during the year. Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee are as under:

a) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) To formulate the criteria for evaluation of Independent Directors and the Board;

c) To devise a policy on Board diversity;

d) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

3) STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board has formed Stakeholders'' Relationship Committee pursuant to provisions of Section 178 of the Act w.e.f. 26th July, 2016.

Composition of Stakeholder Relationship Committee and Number of Meetings during the year:

Sr. No

Name of the Director

Designation

Category of Director

1

Shri Dhirajlal Damji Gala

Chairman

Independent Director

2

Shri Hemchand Lalji Gala

Member

Executive

3

Shri Arvind Kanji Chheda

Member

Executive

No Meeting of Stakeholder Relationship Committee was held during the year.

Terms of Reference:

Brief Terms of Reference of the Committee inter-alia cover reviewing status of approval of transfer/transmission of shares, issue of duplicate certificates, non-receipt of annual report, non-receipt of declared dividends and specifically review/redressal of Investors'' Grievances.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 of Act and the rules made there under, the Board has re -constituted the Corporate Social Responsibility (CSR) Committee w.e.f. 26th July, 2016 with three members, out of which 2(two) are Executive Directors and 1 (one) is Independent Director.

Composition of Corporate Social Responsibility Committee and Number of Meetings during the year:

Sr. No

Name of the Director

Designation

Category of Director

1

Shri Dhirajlal Damji Gala

Chairman

Independent Director

2

Shri Hemchand Lalji Gala

Member

Executive

3

Shri Arvind Kanji Chheda

Member

Executive

One Meeting of Corporate Social Responsibility Committee was held on 1st June, 2016.

Terms of Reference:

a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

CSR annual report is annexed as Annexure-B and forms an integral part of the Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given below:-

Criteria and Qualification for Nomination & Appointment

A person to be appointed as Director, KMP or at Senior Management level should possess adequate and relevant qualification, expertise and experience for the position that he/she is being considered for.

Policy on Remuneration

The Company''s Remuneration policy considers human resources as its invaluable assets, to pay equitable remuneration to all directors, key managerial personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

Whole-time Directors

The Company remunerates its Whole-time Director''s by way of salary, perquisites and allowances and variable commission based on performance of the Company. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made there under. The remuneration paid to the Whole-time Director is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

Non-executive Directors

Non-executive Directors are presently receiving sitting fees (including reimbursement of expenses) for attending the meeting of the Board and its Committees as per the provisions of the Companies Act, 2013 and the rules made there under.

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

RISK MANAGEMENT

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in the Management Discussion and Analysis report forming the part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. Your Company''s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors'' Reports are regularly reviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") is annexed with the Independent Auditors'' Report.

AUDITORS STATUTORY AUDITORS & THEIR REPORT:

In the 9th Annual General Meeting (AGM) of the Company M/s. Madan Dedhia and Associates, Chartered Accountants (Firm Regn. No. 113095W) had been appointed as the Statutory Auditors of the Company for a period up to 5 (five) years to hold office from the conclusion of 9th Annual General Meeting until the conclusion of the 14th (AGM) of the Company. In terms of the provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the shareholders in every Annual General Meeting until the expiry of the period of original appointment.

In view of the above, the Board of Directors recommends your ratification of the appointment of M/s. Madan Dedhia and Associates, Chartered Accountants (Firm Regn. No. 113095W) as the Statutory Auditors.

The Auditors'' Report to the Shareholders for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report to the Shareholder''s for the year under review are self-explanatory and does not need further explanation.

COST AUDITOR & THEIR REPORT:

Your Directors had, on the recommendation of the Audit Committee, appointed Smt. Ketki Damji Visarya (Fellowship No. 16028), Cost Accountants as the Cost Auditors to audit the cost records of the Company for the FY 2017-2018.

As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as Annexure-C and forms an integral part of this Report.

As regards comments of the Secretarial Auditor in respect of pending filing of Cost Audit Report obtained for FY 2015-16 with Ministry of Corporate Affairs(MCA) due to technical issues faced in filing the same is self-explanatory. Necessary follow up are being done with MCA to resolve the issue.

REGSITRAR AND TRANSFER AGENT

The Board had appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent (RTA) at their meeting held on 19th September, 2016.

The Company''s Registrar & Share Transfer Agents, M/s. Big Share Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of ''Sexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every women working with the Company. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Particulars

No of Complaints

Number of Complaints pending as on beginning of the Financial Year

NIL

Number of Complaints filed during the Financial Year

NIL

Number of Complaints pending as on the end of the Financial Year

NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going Concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

MATERIAL SUBSIDIARY

The Company does not have any subsidiary.

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended 31st March 2017.

VIGIL MECHANISM / WHISTLEBLOWER POLICY:

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistle blowers are protected from retribution, whether within or outside the organization.

INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("The PIT Regulations"). The PIT Regulations has come into effect from May 15, 2015 and it is applicable to the Company w.e.f. 14th October, 2016.

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct to Regulate, monitor and Report trading by insiders.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adopted adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including policies for Safeguarding of Assets, Prevention & Detection of Errors & Frauds, for accurate and complete presentation of accounting records and the timely preparation of reliable financial information.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

a) That in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors had 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 and loss of the company for that period;

c) That the Directors had 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) That Directors'' have prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY

(I)

the steps taken or impact on conservation of energy

Company''s operation does not consume significant amount of energy.

(ii)

the steps taken by the company for utilizing alternate sources of energy.

Not applicable, in view of comments in clause (i)

(iii)

the capital investment on energy conservation equipment''s

Not applicable, in view of comments in clause (i)

C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

(i)

the effort made towards technology absorption

Nil

(ii)

the benefits derived like product improvement cost reduction product development or import substitution

Nil

(iii)

in case of imported technology (important during the last three years reckoned from the beginning of the financial year)

Nil

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

Nil

B) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: - Rs. 20, 48, 12,000(Previous Year: Rs. 23, 10, 84,000)

Foreign Exchange Outgo: - Rs. 17, 60, 40,371 (Previous Year: Rs. 16, 01, 57,136)

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive co-operation extended by them. Y our Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, financial institutions, Customers, employees, suppliers, other business associates and various other stakeholders.

For and on Behalf of Board

Sd/-

HEMCHAND LALJI GALA

CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai

Date: 06.07.2017

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