| Dear Shareholders,
The Directors present the 31st ANNUAL REPORT together with the
Audited Financial Statements for the Financial Year 2014-15 ended 31st
March, 2015.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars 2014-2015 2013-2014
Operating Profit/ (Loss) [Before
Interest & Depreciation] 78.83 78.83
Less: Interest 152.93 168.08
(Loss) before Depreciation (74.10) (89.25)
Less: Depreciation 6.38 7.77
(Loss) before Exceptional items (80.48) (97.02)
Add : Exceptional Items /
Profit on sale of Plant &
Machinery 272.07 20.64
Profit/ (Loss) Before Tax 191.59 (76.38)
Less: Provision for taxation - -
Profit/ (Loss) for the
year after Tax 191.59 (76.38)
(Debit) Balance brought forward
from Previous year (1197.51) (1121.13)
(-) Adjustment relating to
Fixed Assets (1.41) -
(Debit) Balance carried to
Balance Sheet (1007.33) (1197.51)
There are no material changes and commitment affecting the financial
position of the Company which have occurred between 1st April, 2015
and date of this report.
2. DIVIDEND:
As the Company has accumulated losses, your Directors are unable to
recommend any Dividend for the Year 2014-15.
3. SALES & WORKING RESULTS:
The Company has generated revenue of Rs. 83.20 lacs during the year under
review as compared to Rs. 62.81 lacs during 2013-14. The Company has
earned other income of Rs. 21.59 lacs during the year under review.
The Profit before Interest and Depreciation during the year 2014-15
was Rs. 78.83 lacs as compared to Profit of Rs. 78.83 Lacs during the year
2013-14. As the Company had to provide for Interest of Rs. 152.93 Lacs
during the year under review, the Loss before Depreciation was Rs. 74.10
lacs compared with Loss of Rs. 89.25 lacs during 2013-14. The Company
provided Rs. 6.38 lacs for Depreciation and therefore Loss before
considering Exceptional items stood at Rs. 80.48 lacs during the year
under review compared to Loss of Rs. 97.02 lacs for the year 2013-14.
After taking into account Profit on Exceptional items of Rs. 272.07 lacs,
the Net Profit for the year under review stood at Rs. 191.59 lacs as
against Net Loss of Rs. 76.38 lacs during 2013-14.
4. FINANCE:
4.1 During the year under review, the Company was generally regular in
payment of Principal and Interest to the Financial Institutions/Banks.
The Company is enjoying Working Capital Facilities from Mehsana Urban
CoOperative Bank Limited.
4.2 The Income tax and Sales tax Assessment of the Company have been
completed up to Assessment Year 2012-13 and the Financial Year 2009-10
respectively.
5. DISCONTINUANCE OF BUSINESS:
The Company has discontinued the running business of HDPE/PP Woven
Bags, Fabrics and Tarpaulin in view of unviable operations.
6. SALE OF WOVEN SACKS PLANT:
As the operations of 'Woven Sacks' have been non-operational /
unviable, the management decided to dispose off the 'Woven Sacks
Plant' of the Company situated at Plot No. 392 to 403, GIDC Estate,
Phase - II, Dediyasan, Mehsana - 384 002.
The necessary approval ofthe members ofthe Company under Section
293(1)(a) and other applicable provisions, if any, ofthe Companies
Act, 1956 were obtained pursuant to the provisions of Section 192A
ofthe Companies Act, 1956 read with the Companies (passing of
resolution through postal ballot) Rules, 2011, by way of Postal
Ballot. The management is in the process of disposing off the plant.
7. DIRECTORS:
7.1 Ms. Nikita J. Patel, Director retires by rotation in terms ofthe
Articles of Association ofthe Company. However, being eligible offers
herself for reappointment.
7.2 Mr. Jayantilal S. Patel has been appointed as Managing Director of
the Company for a period of 3 years w.e.f. 29th July, 2014.
7.3 The Board of Directors duly met 5 times during the financial year
under review.
7.4 The Board has made necessary evaluation of its own performance and
that of its commitments and of individual Directors.
7.5 The performance evaluation of the Chairman, Executive and
Non-Executive Directors was carried out by at the meeting ofthe
Independent Directors held on 13th February, 2015.
7.6 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) 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 ofthe Company at 31st March, 2015 being end ofthe
financial year 2014-15 and ofthe profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
(v) 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.
(vi) 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.
8. MANAGERIAL REMUNERATION:
8.1 REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits
to any of its Directors. The Board of Directors has framed a
Remuneration Policy that assures the level and composition of
remuneration is reasonable and sufficient to attract, retain and
motivate Directors, Key Managerial Personnel and Senior Management to
enhance the quality required to run the Company successfully. The
Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks. All the Board Members and Senior
Management personnel have affirmed time to time implementation of the
said Remuneration policy.
9. KEY MANAGERIAL PERSONNEL :
9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
Company has not paid any managerial remuneration to any of its KMP.
Mr. Vipul Bhavsar, CFO was appointed during the end ofthe year 2014-15
hence, there is no increase in remuneration.
9.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE
COMPANY:
As per the Remuneration Policy and based on the Recommendation of
Nomination & Remuneration Committee the Relationship of remuneration
to KMP & performance of Company is clear and meets appropriate
performance benchmarks.
10. PERSONNEL AND H. R. D.:
10.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all levels and other aspects of H. R. D.
The relationship between average increase in remuneration and
Company's performance is as per the appropriate performance benchmarks
and reflects short and long term performance objectives appropriate to
the working of the Company and its goals.
10.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under
Rule 5(2) of Companies Appointment & Remuneration of Managerial
personnel) Rules, 2014.
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,
INVESTMENT & SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees
and Investments covered under the provisions of Section 188 and 186
ofthe Companies Act, 2013 respectively are given in the notes to the
Financial Statements attached to the Directors' Report.
12. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN No. allotted is
INE818D01011.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3)(m) ofthe Companies Act,
2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to
the conservation of Energy and Technology Absorption are not
applicable as there are no manufacturing activities during the year
under review. The Company has not earned or spent any foreign exchange
during the year under review.
14. CORPORATE GOVERNANCE AND MDA:
As per Clause 49 ofthe Listing Agreement and the Companies Act, 2013,
Report on Corporate Governance and Management Discussion and Analysis
(MDA) form part of this Annual Report. A certificate regarding
compliance with the conditions of Corporate Governance as stipulated
in clause 49 of the listing agreement is also appended to the Annual
Report as Annexure - A
15. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under
Section 204(1) ofthe Companies Act, 2013 from M/s. Kashyap R. Mehta &
Associates, Company Secretaries, Ahmedabad. The said Report is
attached with this Report as Annexure - B As regards the observation
of the Auditors, the Company is in the process of identifying and
appointing Whole-time Company Secretary and also developing functional
website ofthe Company.
16. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form - MGT-9 has been attached
herewith as Annexure - C
17. LISTING:
The Equity Shares of the Company are listed on Ahmedabad Stock
Exchange Limited and BSE Limited and the Company has paid Annual
Listing Fees to both the Stock Exchanges up to the year 2015-16.
18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/
STAKEHOLDERS 'RELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of
Corporate Governance Report
19. GENERAL:
19.1. AUDITORS:
The present Auditors of the Company M/s. M.M Salvi & Company,
Chartered Accountants, Mehsana, will retire at the ensuing 31st Annual
General Meeting. The Company has obtained from them consent to the
effect that their reappointment as Auditors of the Company for period
of 2 years commencing from the Financial Year 2015-16 to 2016-17, if
made, will be in accordance with the provisions of Section 139 and 141
of the Companies Act, 2013. The remarks of Auditor are self
explanatory and have been explained in Notes on Accounts.
19.2 INSURANCE:
The movable and immovable properties of the Company including plant
and Machinery and stocks wherever necessary and to the extent required
have been adequately insured against the risks of fire, riot, strike,
malicious damage etc. as per the consistent policy of the Company.
19.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits
and there were no overdue deposits.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is
reviewed by the Audit Committee of Directors as well as by the Board
of Directors. The Policy is reviewed quarterly by assessing the
threats and opportunities that will impact the objectives set for the
Company as a whole. The Policy is designed to provide the
categorization of risk into threat and its cause, impact, treatment
and control measures. As part of the Risk Management policy, the
relevant parameters for protection of environment, safety of
operations and health of people at work and monitored regularly with
reference to statutory regulations and guidelines defined by the
Company.
19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies /
JVs.
19.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management. All the Board Members
and Senior Management personnel have affirmed compliance with the code
of conduct.
19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any
regulators or courts or tribunals, impacting the going concern status
of the Company and its future operations.
19.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
20. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters and Shareholders for their constant support and co
operation. Your Directors also place on record their grateful
appreciation and co operation received from Bankers, Financial
Institutions, Government Agencies and employees of the Company.
For and on behalf of the Board,
Place : Ahmedabad. Payal J. Patel Jayantilal S. Patel
Date : 29th July, 2015 Director Managing Director |