Dear Shareholders,
Your Directors are pleased to present their 26th Annual Report of the Company together
with the audited financial statement for the financial year ended March 31, 2016.
FINANCIAL HIGHLIGHTS
The Company’s financial performance for the year ended March 31, 2016 is
summarized below:
(Rs. In Lac)
| Particulars |
2015-2016 |
2014-2015 |
| Revenue from Operations (Net of Excise Duty) |
22,392.01 |
23,953.44 |
| Other Income |
363.26 |
93.18 |
| Total Income |
22,755.27 |
24,046.62 |
| Profit for the year before Finance Costs, Depreciation, Prior |
4,259.16 |
3,681.01 |
| Period adjustments, Extra Ordinary Item and Taxation |
|
|
| Less : Finance Costs |
449.49 |
478.18 |
| Profit for the year before Depreciation, Extra Ordinary Item and |
3,809.67 |
3,202.83 |
| Taxation |
|
|
| Less : Depreciation and Amortisation Expenses |
671.00 |
606.60 |
| Profit for the year before Prior Period Adjustments, Extra |
3,138.67 |
2,596.23 |
| Ordinary Item and Taxation |
|
|
| Prior period adjustments (Expenses)/Incomes |
- |
38.55 |
| Profit for the year before Extra Ordinary Item and Taxation |
3,138.67 |
2,634.78 |
| Extra Ordinary Item |
- |
- |
| Profit for the year before Taxation |
3,138.67 |
2,634.78 |
| Less : Current Tax |
919.73 |
806.10 |
| Less : Deferred Tax |
120.67 |
59.17 |
| Net Profit for the year |
2,098.27 |
1,769.51 |
| Add: Balance brought forward from previous year |
6,726.52 |
5,622.42 |
| Surplus available for Appropriation |
8,824.79 |
7,391.93 |
| Appropriation: |
|
|
| General reserve |
150.00 |
150.00 |
| Final Dividend at Rs. Nil (Previous Year Rs. 3.50) per Equity |
- |
429.53 |
| Shares |
|
|
| Interim Dividend at Rs. 2.00 (Previous Year Rs. Nil) per Equity |
245.45 |
- |
| Shares |
|
|
| Dividend Distribution Tax |
49.97 |
85.88 |
| Balance Carried to Balance Sheet |
8,379.37 |
6,726.52 |
| Total |
8,824.79 |
7,391.93 |
BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/ STATE OF
COMPANY’S AFFAIRS
a. General
During year 2015-16, the global economy continued to be uncertain, characterized by
weak growth in global output, weakening commodity prices, global trade and capital flows.
Growth prospect of most of the developing countries remained gloomy. However, Indian
economy has shown sign of revival, where, inflation and fiscal deficit showed marked
improvement. b. Performance Review
During the year under review, the Company earned a total income of Rs. 22,755 lac
compared to Rs. 24,046 lac in the previous year.
The total sales of the Company stood at Rs. 22,392 lac (Previous Year Rs. 23,953 lac)
The profit after tax (PAT) increased by 19 percent from Rs. 1,770 lac to Rs. 2,098 lac in
the previous year.
The financial year 2015-16 embarked upon visible improvement in operating profit
margins due to focused cost efficiency measures, price discipline and low commodity
prices. c. Exports
During the year under review, the total exports value to Rs. 17,636 lac compared to Rs.
20,533 lac during the previous year. Your Company is trying to locate new export markets
for its products and see good potential for growth to the export business. d. Capital
Expenditure
The Company has carried out routine modernization and improvements in the plant and
incurred a capital expenditure of Rs. 1,481 lac in the year under review compared to Rs.
1,740 lac in the previous year.
DIVIDEND
The Company has already paid interim dividend @20% (Rupee 2.00 per share of face value
of Rs. 10/- each) on the fully paid up equity share capital of the Company as recommended
by the Board of Directors of the Company at its meeting held on March 14, 2016 for the
year 2015-16.
Considering the capital requirement of the ongoing business expansion, the Board of
Directors of the Company do not recommend any final dividend on the equity shares and the
interim dividend declared is the dividend on equity shares of the Company for the
financial year ended March 31, 2016. The interim dividend declared and paid on equity
shares including dividend tax thereon would result in an outflow of Rs. 295 Lac.
During the previous financial year, the Company had paid a final dividend of Rs. 3.50
per equity share.
TRANSFER TO RESERVE
Your Company proposes to transfer Rs. 150 lac (Previous Year Rs. 150 lac) to the
General Reserves. An amount of Rs. 8,379 lac is proposed to be retained in the Statement
of Profit and Loss.
SHARE CAPTIAL
a. Issue of equity Shares with di_erential rights
During the year under review, there was no change in the Company’s issued,
subscribed and paid-up equity share capital. On March 31, 2016, it stood at Rs. 1227.23
Lacs divided into 12,272,262 equity shares of Rs. 10/- each. During the year under review,
no equity shares with di_erential rights as to dividend, voting or otherwise where issued.
b. Issue of sweat equity shares
The Company has not issued any sweat equity share during the year under review. c.
Issue of employee stock options
The Company has not granted any Employee Stock Option within the meaning of section
62(1) (b) of the Companies Act, 2013 read with its Rules framed there under and respective
SEBI Regulations.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any subsidiaries, joint
ventures and associate companies.
CHANGE IN THE COMPANY’S REGISTERED OFFICE
The Company’s Registered Office is now located at "Asahi House", 13
Aaryans Corporate Park, Nr. Shilaj Railway Crossing, Thaltej - Shilaj Road, Thaltej,
Ahmedabad – 380 059, Gujarat with effect from March 26, 2016.
FINANCE AND INSURANCE
The Company has been financed by State Bank of India for both working capital and term
loans.
All assets and insurable interests of your Company including building, plant and
machinery, stocks, vehicles, stores and spares have been adequately insured against
various risks and perils.
CREDIT RATING
During the year, CARE has reafirmed the rating assigned to the long-term facilities of
your Company from CARE A+ [A Plus]. This rating is applicable to facilities having a
tenure of more than one year. Instruments with this rating are considered to have the
highest degree of safety regarding timely servicing of financial obligations.
CARE has also reafirmed the CARE A1+ [A One Plus] rating assigned to the short-term
facilities of your Company. This rating is applicable to facilities having a tenure upto
one year. Instruments with this rating are considered to have very strong degree of safety
regarding timely payment of financial obligations.
LISTING
The Equity shares of the Company continue to remain listed on BSE Limited and National
Stock Exchange of India Limited. The Company has paid the Annual Listing Fees to the said
Stock Exchanges for the financial year 2016-17.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE 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
and the date of this Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars pertaining to conservation of energy, technology absorption and 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 for the year ended March
31, 2016 are given as per "Annexure – A " forming part of this Report.
RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Company has in place a
mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Many risks identified by the business and functions are systematically
addressed through mitigating actions on a continuing basis. The Board is of the opinion
that there are no identifiable risks which may threaten the existence of the Company.
FIXED DEPOSIT
During the year under review, the Company has not accepted any fixed deposit from
public under Section 73 of Companies Act, 2013 and the Rules framed there under and no
amount on account of principal or interest on deposits from public was outstanding as on
March 31, 2016.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended March 31, 2016.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 the Board of Directors of
your Company has constituted a Corporate Social Responsibility (‘CSR") Committee
which is Chaired by Mrs. Paru M. Jaykrishna the Chairperson and Managing Director of the
Company, the other members of the committee are Mr. Gaurang N. Shah and Dr. Pradeep Jha
who are independent directors of the Company. Your Company also has in place a CSR policy
and the same is available on the website of the Company. The committee places before the
Board the details of the activities to be undertaken during the year. A detail report is
attached as "Annexure – D" forming part of this report.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR
Reappointment of Managing Directors
The Board of Directors of the Company, subject to the approval of the members at the
ensuing Annual General Meeting has reappointed Mrs. Paru M. Jaykrishna as Chairperson and
Managing Director of the Company and Mr. Gokul M. Jaykrishna as Joint Managing Director of
the Company for further period of 5 (five) years w.e.f. August 1, 2016, respectively.
During the year under review, Mr. Munjal M. Jaykrishna resigned as Joint Managing
Director of the Company w.e.f.
October 9, 2015, however, he shall continue as director of the Company.
Retirement by rotation
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Mr. Munjal M. Jaykrishna,
Non-Executive Director of the Company will retire by rotation at the ensuing Annual
General Meeting and being eligible, o_ers himself for re-appointment. The Board recommends
his reappointment.
Declaration of independence
The Company has received declarations of independence as stipulated under section
149(7) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that
they are not disqualified from appointment/ continuing as an Independent Director.
Profile of Directors seeking appointment/ re-appointment
As required under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, particulars of Directors seeking
appointment/reappointment at the ensuing Annual General Meeting are annexed to the notice
convening 26th Annual General Meeting.
Key Managerial Personnel
During the year under review, Mr. Munjal M. Jaykrishna resigned as Joint Managing
Director of the Company w.e.f. October 9, 2015, however, he shall continue as director of
the Company.
The following persons are the Key Managerial Personnel:
1. Mrs. Paru M. Jaykrishna, Chairperson and Managing Director
2. Mr. Gokul M. Jaykrishna, Joint Managing Director
3. Mr. Chandravandan R. Raval, General Manager Accounts & CFO and
4. Mr. Saji V. Joseph, Company Secretary
Women Director
The Composition of the Board of Directors of the Company includes a women director viz.
Mrs. Paru M. Jaykrishna. Accordingly, the Company is in compliance with the requirement of
Section 149 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
Board Evaluation
Pursuant to provisions of the Act and Rules made there under and as provided in
Schedule IV to the Act and the Listing Regulations, 2015, the Nomination and Remuneration
Committee has carried out the annual performance evaluation of itself, the Directors
individually as well as the evaluation of its committees. The manner in which the
evaluation was carried out has been provided in the Corporate Governance Report, which is
a part of this Annual Report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy on selection and appointment of Directors, Senior Management and their
remuneration. The Nomination and Remuneration Policy is attached herewith as per
"Annexure – B" form part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (3) (c) of the Companies Act, 2013, your directors confirm
that;
(i) in the preparation of the annual financial statements for the year ended March 31,
2016, the applicable accounting standards have been followed along with proper
explanations relating to material departures, if any;
(ii) the directors 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 as on
March 31, 2016 and of the profit or loss of the Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the 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) the directors have prepared the annual financial statements for the year ended
March 31, 2016 on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
(vi) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2015-2016, the Board of Directors of the Company, met 6 (Six)
times on May 19, 2015, August 12, 2015, October 9, 2015, October 29, 2015, January 25,
2016, and March 14, 2016.
Independent Directors’ Meeting
A separate Meeting of the Independent Directors of the Company was also held on March
14, 2016, whereat the prescribed items enumerated under Schedule IV to the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
were discussed.
AUDIT COMMITTEE
The Board has constituted an Audit Committee comprises of three members:
1. Mr. Gaurang N Shah - Independent Director and Chairman 2. Mr. R. K. Sukhdevsinhji -
Independent Director 3. Dr. Pradeep Jha - Independent Director
As per the Section 177 (8) of the Companies Act, 2013 the Board has accepted all the
recommendations of the Audit Committee during the Financial Year 2015-16. Further details
on the Audit Committee are provided in the Corporate Governance Section of the Annual
Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirement set out by Securities Exchange Board of
India (SEBI). The report on Corporate Governance as stipulated under Listing Regulations
forms an integral part of this Report. The requisite certificate from the Auditors of the
Company confirming compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance as per "Annexure – H".
AUDITORS
a. Statutory Auditors
During the year under review, casual vacancy of statutory auditors was created on
account of change in their constitution/status of M/s. Trushit Chokshi & Associates,
Chartered Accountants, Ahmedabad from proprietorship firm to partnership firm. However,
there was no change in their registration number. Members at the Extra Ordinary General
Meeting held on August 22, 2016 appointed M/s. Trushit Chokshi & Associates, Chartered
Accountants, Ahmedabad (Firm Registration No.111072W) in the capacity has partnership firm
as
Statutory Auditor of the Company from the conclusion of the Extra Ordinary General
Meeting until the conclusion of the ensuing Annual General Meeting of the Company.
On the recommendation of the Audit Committee M/s. Trushit Chokshi & Associates,
Chartered Accountants, Ahmedabad it is proposed to appointed them as Statutory auditors of
the Company from the conclusion of the ensuing Annual General Meeting of the Company until
the conclusion of the next Annual General Meeting of the Company.
The Company has received a letter to the effect that their re-appointment, if made,
would be within the prescribed limit under Section 139 (1) of the Companies Act, 2013 and
that they are not disqualified for reappointment within the meaning of Section 141 of the
said Act and rules framed thereunder.
As required under SEBI Listing Regulations, the Auditors have also confirmed that they
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
The notes on financial statement referred to in the Auditor’s Report are
self-explanatory and do not call for any further comments. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company in the year under
review.
The Auditors’ Report does not contain any qualification, reservation or adverse
remark on the financial statements for the year ended March 31, 2016. Your Board of
Directors recommends their appointment as Independent Auditors for the financial year
2016-17. b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
corresponding Rules framed thereunder, Mr. Bipin L. Makawana, Practising Company Secretary
was appointed as the Secretarial Auditors of the Company to carry out the secretarial
audit for the year ended March 31, 2016.
SECRETARIAL AUDIT REPORT
A Report of the Secretarial Auditor is annexed with this Report as "Annexure
– F" forming part of this Report. There were no qualifications, reservations or
adverse remarks made by Secretarial Auditors in their Report. c. Cost Auditors
During the year under review, cost audit was not applicable to the Company.
EXTRACT OF THE ANNUAL RETURN
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)
of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as
"Annexure - E".
AWARDS AND RECOGNITION
During the year under review, Mrs. Paru M. Jaykrishna, Chairperson and Managing
Director of the Company was honoured with Entreprenunial Spirit Award -Woman Entrepreneur
(Mid Corporate) organized by Dun & Bradstreet in association with Vyasa bank &
S.M.E. Business Excellence Awards.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the financial year ended March 31, 2016, no Loan under Section 186 of the
Companies Act, 2013 was made by the Company.
Particulars of investment made during the period under review, are provided in the
financial statement (Please refer to Note. 11 to the financial statement). There were no
loan given, guarantees given and securities provided by the Company during the reporting
period.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party transactions that were entered into during the financial year under
review were in ordinary course of business and were on arm’s length basis. There are
no materially significant related party transactions made by the Company which may have
potential conflict of interest.
Further, there were no material related party transactions which are not in ordinary
course of business and are not on arm’s length basis and hence there are no
information required to be provided under Section 134(3)(h) of the Companies Act, 2013
read with rule 8(2) of the Companies (Accounts) Rules, 2014 in form AOC-2 and under
Section 188(2) of the Companies Act, 2013.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS
Your company has in place adequate internal control systems commensurate with the size
of its operations. The internal control systems, comprises of policies and procedures
which are designed for safeguarding the assets, optimal utilization of resources, sound
management of company’s operations. These are continually reviewed by the Company to
strengthen the same wherever required. The internal control systems are supplemented by
internal audit carried out by an Independent Cost Accountant and periodical review by
management. The Audit Committee of the Board addresses issues, if any, raised by both, the
Internal Auditors and the Statutory Auditors.
Details in respect of adequacy of internal financial controls with reference to the
financial statements are stated in Management Discussion and Analysis which forms part of
this Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of the Company’s Code of Conduct or Ethics Policy. Whistle Blower
Policy is disclosed on the website of the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.
EMPLOYEE RELATIONS
The industrial relations of the Company during the year continued to be cordial and
amicable. Your Directors wish to place on record their sincere appreciation for the
devoted services of all the employees and workers of the Company.
PARTICULAURS OF EMPLOYEES
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule
5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company are annexed as per "Annexure – C".
CERTIFICATIONS
Your Company has ISO 14001:2004 certification and ISO 9001-2008 for quality management
system for plant at Vadodara.
MANAGEMENT’S DISCUSSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)
Regulation, 2015 with the stock exchanges is presented in a separate section forming part
of the Annual Report as per "Annexure- G".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PRHIBITION
& REDRESSAL) ACT, 2013
The Company has in place a Policy on prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. During the year under review, the Company had not received any
compliant.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As provided in Companies Act dividend amount which was due and payable and remained
unclaimed for a period of seven years has to be transferred to Investor Education &
Protection Fund.
The Company has transferred an amount of Rs. 74,173/- remaining unclaimed was
transferred to Investor Education and Protection Fund (IEPF) during the year.
ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to health and safety of its employees, contractors and
visitors. We are compliant with all EHS Regulations stipulated under the Water (Prevention
and Control of Pollution) Act, The Air (Prevention and Control of Pollution) Act, The
Environment Protection Act, The Factories Act and Rules made there under. Safety and
environmental standards are periodically reviewed and upgraded. The Company preserves in
its e_orts to educate safe and environmentally accountable behavior in every employee, as
well as its vendors.
The solid waste generated at the Works, after treatment of its liquid e_uent is shifted
to a Gujarat Pollution Control Board (GPCB) approved site.
The Company has maintained a greenbelt around its sites as a part of its commitment to
environment management.
The Company continues to demonstrate its commitment to a clean and safe environment.
The state of the art e_uent treatment plant continues to run satisfactorily, so that the
treated wastewater discharged is well within the stipulated norms set by GPCB. As a part
of water conservation e_orts, the Company has implemented suitable engineering solution to
utilize recycled water as much as possible in cleaning, gardening and other utilities.
APPRECIATION AND ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and
cooperation received from the Government of India, Government of Gujarat, Electricity
supply companies and Bankers during the year under review.
The Company is thankful to the shareholders for reposing trust in the Company and their
unflinching enthusiasm and patronage.
|
For and on behalf of the Board of Directors |
| Place :Ahmedabad |
MRS. PARU M. JAYKRISHNA |
| Date: August 22, 2016 |
Chairperson & Managing Director |
|
DIN No. 00671721 |
| Registered Office: |
|
| "Asahi House" |
|
| 13, Aaryans Corporate Park |
|
| Nr. Shilaj Railway Crossing, Thaltej – Shilaj Road |
|
| Thaltej, Ahmedabad – 380 059 (India) |
|
| (CIN:L24222GJ1990PLC014789) |
|
|