| The Directors have pleasure in submitting their Twenty third Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015..
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review along
with previous year figures are given hereunder:
For the Year Ended For the Year Ended
31st March 2015 (Rs) 31st March 2014 (Rs)
I. Income
Revenue from operations 9,52,59,582 8,99,02,538
Other income 34,10,435 28,93,959
Total 9,86,70,017 9,27,96,497
II. Expenditure
Cost of materials consumed 6,53,03,390 5,43,30,514
Changes in inventories of
finished goods
and work-in- progress (43,86,151) 23,19,397
Employees benefits expense 88,13,752 70,85,388
Finance costs 12,115 58,436
Other expenses 1,70,60,439 1,60,19,986
Total 8,68,03,545 7,98,13,721
III. Profit before
Depreciation.
Prior period expense, Extra
ordinary Items & tax (I-II) 1,18,66,472 1,29,82,776
IV. Extra ordinary Items &
Prior period expenses (10,43,493) 14,81,968
V. Profit before Depreciation
& Tax (III-IV) 1,08,22,979 1,44,64,744
VI. Depreciation 11,84,997 15,71,673
VII. Profit before Tax (IV-VI) 96,37,982 1,28,93,071
VIII. Tax Expenses
Current Tax 30,30,000 30,06,000
Prior Period Taxes (31,181) 30,226
Deferred tax (30,200) (1,06,000)
Surplus carried to balance sheet 66,69,363 99,62,845
2. DIVIDEND:
The Board of Directors has not recommended Dividend for the financial
year 2014-2015.
3. Company's Business Performance
Sales Income
Sales Income for the year ended 31st March, 2015 amounted to
Rs.10,58,20,655/- as against Rs.9,98,82,851/- for the previous year,
registering a growth of 5.94%. The Management is optimistic of growth
at a faster rate in the years to come.
4. Business Overview
The Company is engaged in manufacturing of Wire Rope, Wire Rope Allied
Products and Railway OHE products. The management review is presented
separately in the annual report.
5. 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
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 on the date of this report.
6. Conservation of energy, technology absorption, foreign exchange
earnings and outgo
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure "C" and
is attached to this report.
7. Policy developed by the Company on its Corporate Social
Responsibility (CSR)
Your Company has constituted a Corporate Social Responsibility
Committee, though the Company does not fall within the criteria to
contribute towards the CSR policy.
8. Deposits
Your Company had accepted the deposits from the public as per Section
58A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975, and as per Section 74 of Companies Act, 2013
pursuant to Rule 20 of the Companies (Acceptance of Deposits) Rules,
2014. Company has complied with the necessary filings to be done with
the Registrar of Companies and Company has repaid all the amount on
26th June, 2015.
9. Loans, Guarantees or Investments made under section 186 of the
Companies Act, 2013
The details of the Loans, Guarantees or Investments made under Section
186 of the Companies Act, 2013 by the Company, to other Body Corporates
or persons are given in notes to the financial statements.
10. Related Party Contracts & Arrangements
All related party transactions done by the Company during the financial
year were arm's length and in ordinary course of business. All related
party transactions were placed in the meetings of Audit Committee and
the Board of Directors for their necessary review and approval. During
the financial year the Company has not entered into any material
transaction (as per Clause 49 of the Listing Agreement) with any of its
related parties which may have potential conflict with the interest of
the Company at large. Disclosures pursuant to Accounting Standards on
related party transactions have been made in the notes to the Financial
Statements.
11. Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate
Company.
12. Corporate Governance
As per the revised Clause 49 of the Listing Agreement it is not
mandatory for the Company to attach a separate Corporate Governance
report as Annexure to the Boards' Report.
13. Particulars of Employees
The information required in accordance with Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.Further, the
Company has no person in its employment drawing salary of Rs. 60 lacs per
annum or Rs. 5 lacs per month as defined under the provisions of Section
197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
14. Extract of Annual Return
The extract of Annual Return (MGT - 9) pursuant to the provisions of
Section 92 read with Rule 12 of the Companies (Management and
administration) Rules, 2014 is furnished in Annexure "A" and is
attached to this Report.
15. Number of Board Meetings conducted during the year under review
Your Company had four (6) Board Meetings during the financial year
under review. The Board Meetings were held in compliance with the
Companies Act, 2013.
16. Directors Responsibility Statement
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) 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) 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 the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis; and
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; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and were operating effectively.
17. Disclosure under section 164(2) of the Companies Act, 2013
The Company has received the disclosure in Form DIR - 8 from its
Directors being appointed or re-appointed and has noted that none of
the Directors are disqualified under Section 164(2) of the Companies
Act, 2013 read with Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
18. Declaration of Independent Directors
The Independent Directors submitted their disclosures to the Board that
they fulfill all the requirements as stipulated in Section 149(6) of
the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013
and the relevant rules as per the Listing Agreement.
19. Evaluation of the Board's Performance
In compliance with the requirements of Section 134(3) (p) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, the
performance of the Board was carried out during the year under review.
The Board was evaluated for its performance based on the following
factors:
i. Attendance of Board Meetings and Committees;
ii. Contribution made to the Board discussions and future planning;
iii. Level of commitment to the stakeholders' interest;
iv. Initiatives towards the growth of the business and profitability;
v. Providing outlook, view points and feedback taking the Company
ahead beyond expectations.
20. Company's policy relating to Directors appointment, payment of
remuneration and discharge of their duties
The Board has framed a Policy relating to appointment of Directors,
payment of Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178 (3) of the Companies Act, 2013 based on the
recommendation of Nomination and Remuneration Committee.
21. Directors and Key Managerial Personnel information
i) Appointment of Woman Director
As per the requirement of Section 149 of the Companies Act, 2013 read
with Rule 3 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Kirtee
Anil Sajnani (DIN 01459113) was appointed as the Woman Director with
effect from 23rd March, 2015.
ii) Appointment of Key Managerial Personnel
The Board of Directors has appointed Mrs. Vijayalaxmi Kandala as the
Company Secretary, Key Managerial Personnel of the Company with effect
from 1 st February, 2015.
iii) Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Manoj
Jeswani DIN :(00014509) retires by rotation and is eligible for
re-appointment. Accordingly re- appointment has been included in the
Notice convening the Annual General Meeting of the Company.
22. Secretarial Audit
In accordance with the provisions of Section 204 of the Companies Act,
2013 read with Rule 9 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has got the Secretarial
Audit conducted from the Practicing Company Secretary.
A Secretarial Audit Report issued by Virendra G. Bhatt, Practicing
Company Secretaries, in Form MR - 3, in respect of the secretarial
audit of the Company for the financial year ended 31st March 2015, is
provided in Annexure "B".
23. Auditors
Company's Auditors M/s. N. D. Mehta & Associates, Chartered Accountants
(Registration No. 106266W) were appointed as Statutory Auditors for a
period of three years from the conclusion of 22nd Annual General
Meeting held on 24th September, 2014 until the conclusion of 25th
Annual General Meeting of the Company.
However, their continuance of office is subject to ratification by the
members in the ensuing Annual General Meeting. The Company has
received a certificate from the Auditors as required under Section 141
of the Companies Act, 2013.
24. Cost Auditors
The Company is not required to maintain cost records as per the
Companies (Cost Records and Audit) Amendments Rules, 2014 as the
turnover of the Company for the Financial Year 2013-14 was below 35
Crores.
25. Auditors Report
The notes to accounts referred to in the Auditor's Report are
self-explanatory and, therefore, do not call for any further comments.
26. Explanation or comments on qualifications, reservations or adverse
remarks or disclaimers made by the Auditors and the Practicing Company
Secretary in their reports
As per the Auditors qualification we hereby clarify that we have given
Loans and advances only to gain high interest rate and it has been
given to the known party, further we are not changing the nature of
business we have given a new product pro-to type to railway if they
approve the same we will manufacture the product.
27. Nomination & Remuneration Policy
The Board of Directors of the Company has, on recommendation of the
Nomination & Remuneration Committee, framed and adopted a policy for
selection and appointment of Directors, Senior Management and their
remuneration.
28. Disclosure of Composition of Audit Committee and providing Vigil
Mechanism
Your Company has constituted an Audit Committee as required under
Section 177 of the Companies Act, 2013 and has also established Vigil
Mechanism for their employees and Directors to report their genuine
concerns or grievances. The Board has accepted all the recommendations
of the Audit Committee during the year under review as and when brought
to their notice.
29. Listing
Your Company's Equity Capital is listed on the Bombay Stock Exchange.
The Company confirms that it has paid annual listing fees due to these
stock exchanges for the year 2014-2015 and has been diligent in
observing all the compliances as stipulated in the Listing Agreement.
30. Depository System
Your Company has entered into agreement with the National Securities
Depository Limited as well as the Central Depository Services (India)
Limited (CDSL) to enable shareholders to hold shares in a
dematerialized form. The Company also offers simultaneous
dematerialization of the physical shares lodged for transfer.
31. Internal Control System
Your Company continuously invests in strengthening its internal control
processes and has appointed M/s Ramniklal Jayantilal Gabdhi, Chartered
Accountants, as the Internal Auditors of the Company. The Company has
put in place as adequate system of internal control commensurate with
its size and nature of business. The systems provide a reasonable
assurance in respect of providing financial and operational
information, complying with applicable statutes, safeguarding of assets
of the Company and ensuring compliance with corporate policies. Audit
Committee periodically reviews the performance of internal audit
system.
The Audit Committee reviews adherence to internal control systems and
internal audit reports.
Further, the Board annually reviews the effectiveness of the Company's
internal control system.
32. Shares
a) Buy Back of Securities
The Company has not bought back any of its securities during the year
under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees
33. Acknowledgements
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by the employees at all levels.
Your Directors also wish to place on record their gratitude to the
shareholders for their continued support and confidence.
For and on Behalf of the Board
Sd/-
Mr. MANOJ B. JESWANI
Chairman & Managing Director
Place: Mumbai
Date: 30th May' 2015
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