Your directors have pleasure in presenting Twenty Ninth Annual Report on the
business and operations of the Company together with the Audited Statement of Accounts for
the year ended 31st March, 2014.
The operational performance of the Company for the period under review is as below: -
||Year ended 31.03.2014
||Year ended 31.03.2013
||(Rs. in lacs)
||(Rs. in lacs)
|Gross Sales and other Income
|Profit before Interest & Depreciation
|Interest and Financial Charges
|Net Profit for the year
|Provision for Income tax (Current)
|Balance carried from previous year
|Profit available for appropriation
|Provision for dividend & Dividend distribution tax
|Transfer to General Reserve
|Balance carried to Balance sheet
The sales performance of the Company has shown improvement over the last year. The cost
effective measures have also contributed to the improved performance in terms of
proitability, inspite of signiicant increase in the cost of raw materials.
Your directors are pleased to recommend a dividend of 5 % (Re. 0.50 per share)
absorbing a sum of Rs 43.29 Lacs. (Previous year 5 % (Re. 0.50 per share) The dividend
will be paid to all shareholders whose names appear in the Register of Members as on the
book closure date.
Your company has chalked out a plan to grow in the export market. This segment of the
business is expected to grow at a faster rate, in the coming years.
Company is in the process of expanding its capacity and is also entering into allied
business. The Company had already taken steps for the purpose of expansion and
diversiication and for this funds have been arranged through internal sources.
Shri Sushil Rawka, Shri Surjit Singh, Shri Basant Singh Johari, and Shri J.C. Kapur,
Independent Directors although not liable to retire by rotation at the ensuing Annual
General Meeting, however in view of the requirement of section 149 of the Companies Act,
2013 the Company has received notice from the members under section 160 of the Companies
Act, 2013 for their appointment as the independent directors of the Company for a term of
ive years upto 31st March, 2019. and being eligible offer themselves for the
re-appointment. The Company has also received declarations from Shri Basant Singh Johari,
Shri Surjit Singh and Shri Jagdish Chand Kapur that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of the Act and under
Clause 49 of the Listing Agreement.
In the opinion of the Board, Shri Basant Singh Johari, Surjit Singh and Jagdish Chand
Kapur fulill the conditions for appointment as Independent Directors as specified in the
Act and the Listing Agreement. Shri Basant Singh Johari, Shri Surjit Singh and Shri
Jagdish Chand Kapur are independent of the management.
The Company has also received notice from the members under section 160 of the
Companies Act, 2013 for their appointment of Mrs. Atithi Vora as the Women Director and
Shri Saurabh Vora as a director of the Company w.e.f. 1st Oct., 2014.
Upon the recommendation of the Nomination and Remuneration Committee, the Board further
proposes to appoint Mrs. Atithi Vora and Shri Saurabh Vora as the Whole-time Directors of
the Company w.e.f. 1st Oct., 2014 for a period of 3 years. And on the
expiration of the existing tenure also proposes the re-appointment of Shri Harsh Vora as
the managing director of the company for a period of three years w.e.f 29.10.2014.
The Board of Directors recommends their appointments and to pass necessary respective
resolutions as set out in the notice of the annual general meeting. Mr. Vimal Lunia and
Mr. Nirmal Lunia have resigned from the Directorship of the Company on 12th
August, 2014. Mr. Vimal Lunia and Mr. Nirmal Lunia were Directors of the Company since
September 20, 2003. Your Directors place on record the valuable guidance, support and
advice extended by Mr. Vimal Lunia and Mr. Nirmal Lunia during his tenure as Directors.
Report on Corporate Governance is enclosed and is forming part of the Directors`
Report. A certificate from the Statutory Auditors of the Company regarding Compliance of
the conditions of the Corporate Governance is attached to this report.
Company has not accepted any deposits within the meaning of Section 58A and 58AA of the
Companies Act, 1956 and the rules made there under and there were no outstanding deposits
as art 31st March, 2014..
DIRECTOR`S RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your directors
confirm that: -(Iin the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(ii) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that they are reasonable and prudent so as to give a true
and fair view of the state of affairs of your Company at the end of inancial year and of
the proit of your Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of your Company and for preventing and detecting fraud and other
(iv) the Directors had prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Details of Conservation of Energy and Technology Absorption under provisions of Section
217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 are given as Annexure to this report.
Foreign Exchange earning was 10.50 Lacs and the outgo was Rs. 422.29 Lacs during the
M/s ABN & Co. Chartered Accountants, Indore being Statutory Auditors of the
Company are liable to retire by rotation at the ensuing Annual General Meeting and who
being eligible offer themselves for re-appointment. The Company has received letters from
M/s ABN & Co. to the effect that their re-appointment, if made, would be within the
prescribed limits under section 141(3)((g) of the Companies Act, 2013 and that he is not
disqualiied for re-appointment. The Board recommends their re-appointment.
Pursuant to the provisions of section 139 and other applicable provisions, if any, of
Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is
proposed to appoint M/s ABN & Co., Chartered
Accountants (ICAI Firm Registration No. 004447C), the retiring Auditors of the Company
as Statutory Auditors of the Company from the conclusion of this Annual General Meeting
(AGM) till the conclusion of the Thirty Two AGM of the Company to be held in the year 2017
(subject to ratiication of their appointment at every AGM) on such remuneration as may be
decided & ixed by the Board on the recommendations of the Audit Committee.
Report of the Auditors and their observations on the Accounts of the Company for the
year under review is attached herewith. The Notes on Financial Statements referred to in
the Auditors` Report are self-explanatory and do not call for any further comments.
Pursuant to the provisions of section 204 of the Companies 2013 read with the Companies
(Appointment and Qualification of Managerial Personal) Rules, 2014, the company has
appointed M/s D. K. Jain & Co., Company Secretaries as the Secretarial Auditors for
the year 201415.
The Company has appointed to Vijay P. Joshi & Associates Cost Accountants; as a
cost auditors for conducting the audit of cost records of the Company for the financial
year 2013-14. The Company is in process for filing of the Cost Audit Report within the
stipulated time. Pursuant to the Cost Audit Rules, 2014, now the Company is out of purview
of the Cost Audit requirement for the year 201415.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,1956, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, the names and other
particulars of the employees are set out in the annexure to the Directors` Report.
Your Directors would like to express their appreciation for the assistance and
co-operation received from the inancial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Company`s executives, staff and workers.
|FOR AND ON BEHALF OF THE BOARD
|12th August, 2014
||DIN : 00156990