| Dear Members,
The Directors have great pleasure in presenting the 2181 ANNUAL REPORT
and the Audited Statement of Accounts of the Company for the year ended
on 31 st March, 2015
* FINANCIAL RESULTS:- (Figures in lacs)
Particulars Amount for Amount for
2014-15 (Rs.) 2013-14 (Rs.)
Total Income 497.53 524.44
Total Expenditure (446.27) (462.22)
Profit Before Depreciation,
Non Cash Expenses &Tax 51.26 62.22
Less: Depreciation & Other
Non Cash Expenses (33.08) (28.74)
Profit Before Tax 18.18 33.48
Less: Provision for Taxes (8.57) (10.02)
Add: Deferred Tax Asset/Liabilities 14.19 (0.35)
Less: Income tax Short /
Excess Provision of earlier year (0.04) 0.45
Profit After Tax 23.76 23.56
Add: Balance Brought Forward
from Previous Year 72.97 49.41
Balance Carried to Reserve & Surpluse 96.73 72.97
* PERFORMANCE REVIEW :-
During the year, the company's turnover is decreased from Rs. 473.18
Lacs to Rs.438.13 Lacs from the previous year. This year the net
profit increase from Rs. 23.56 Lacs to 23.76 Lacs. The net profit ratio
has Increase from 4.98% to 5.42% uring year. Your directors expect
better performance in future.
* DIVIDEND:-
The dividend payout for the year under the review has been formulated
in accordance with the company's policy to pay substantial dividend
linked to long term performance, keeping in view the company's need for
capital for its growth plans and the intent to finance through internal
accruals to maximum. Your directors have always wished to appreciate
the trust and faith of its members by paying them appropriate
dividends.
Even though, the company has maintained good earning track records,
your directors consider need to plough back current earnings to meet
its future need. Therefore, your directors do not recommend any
dividend current year.
* PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the meaning of Companies Act, 2013.
INSURANCE:
All the existing properties including Building are adequately insured.
Directors' Report
* DIRECTORATE:-
Pursuant to the provisions of Companies Act, 2013 Kasturi R Jain and
Pukhraj K Ved directors of the Company, who retires by rotation and
being eligible, offer themselves for re-appointment. The Board
recommends their reappointment as Directors of the Company.
The Board has appointed Harsh O. Jain as additional director of the
Company and Mitesh A Jain, Sandeep M Jain as independent director of
the company on 7th July 2014. Their appointments are subject to
confirmation by the members at annual general meeting. The board
recommends them for their appointment.
* DEPRECIATION ON FIXED ASSETS
Attention of members is drawn to Note of financial statements regarding
calculations of depreciation for current financial year. The Companies
Act, 2013 has changed method of computation of depreciation from
calculations based on rates of depreciation to calculations based on
the useful life of the company. Therefore, the company was required to
ascertain useful life of all assets as on 1 April 2014 and depreciate
the written down value on remaining useful life of the assets.
Further, those assets whose useful life has become Nil as on 1 April
2014 are required to be discarded and remaining WDV of such assets is
required to be adjusted towards reserves of the company. The company
has carried out required changes and identified useful life and WDV of
all assets as per provisions of Companies Act, 2013 and recalculated
depreciation on all assets accordingly. Further, the company has
debited amount of Rs. 32,14,399/- against reserves and surplus as write
off towards fixed assets whose useful life has become zero on 1 April
2014. This is one time write off and not expected to recur in future.
Your directors believe that this will enable the company to present
more correct view of financial position of the company.
* FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of Companies Act, 2013 is
here with attached as annexure to the report. The evaluation includes
evaluation of board as a whole, individual director and of every
committee of board.
* AUDITORS:-
M/s. Baheti Bhadada & Associates, auditors of the company hold office
till the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment.
Members are requested to appoint M/s Baheti Bhadada and Associates,
Chartered Accountants as statutory auditor of the company from current
annual general meeting till end of next annual general meeting. The
board has received letter from them to the effect that their
re-appointment if made will be within limits specified u/s 141(1 )(g)
of Companies Act, 2013.
* AUDITORS' REPORT:
The observations made in the Auditors Report are self explanatory and
therefore, need not require any further comments by the board of
directors.
* SECRETARIAL AUDIT REPORT
In pursuant to Section 204 of the Companies Act, 2013, the Board
herewith attaches secretarial audit report issued by practicing company
secretary. There are no remarks or comments in said report which
requires clarifications by the board.
Directors' Report
* ABSTRACTS OF ANNUAL RETURN
Pursuant to requirement of 93 (3) of Companies Act, 2013, the abstracts
of annual return is herewith attached in Annexure of the report in
prescribed Form No MGT-9.
* DIRECTORS' RESPONSIBILITY STATEMENT :-
Pursuant to requirement under section 134(3)(c) of Companies Act 2013,
with respect to Directors' Responsibility Statement, it is hereby
confirmed.
(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.
(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 :-
Since the company is engaged in service business, its operation does
not involve substantial consumption of energy. However, the company
has taken necessary care to conserve scarce resources of the nation.
* TECHNOLOGY ABSORPTION:-
The company has not imported any technology but the company is very
conscious to absorb necessary technological advancement in its service.
The company is continuously upgrading existing technology as well as
innovating for cost eduction and quality improvements.
* FOREIGN EXCHANGE EARNINGS AND OUTGO:-
* Foreign Exchange earnings - Rs. NIL
* Foreign Exchange outgo - Rs. NIL
* PARTICULARS OF EMPLOYEES
During the year, there were no employees, within the organization, who
were in receipt of remuneration exceeding Rs. 60,00,000/- p.a. or if
employed for part of the year drawing remuneration in excess of Rs.
5,00,000/- p.m, as prescribed.
* RISK MANAGEMENT POLICY
The Risk management policy of the company has been discussed in detail
in the Management Discussion & Analysis Report which forms part of this
directors' report, attached with annual report.
* MANAGERIAL REMUNERATION
The details under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are as follows.
Sr Name of Director Remuneration % increase in
No. (Rs. In Lakhs) FY 2014-15
1 Ompraksh L Jain 7,20,000 Nil
2 Ravindra O Jain 4,80,000 Nil
3 Kasturi R Jain 4,80,000 Nil
Sr Name of Director Comparison of Remuneration of
No. KMP against performance of the
company
1 Ompraksh L Jain Net profit has decreased by
2 Ravindra O Jain 1.10% during FY 2014-15
3 Kasturi R Jain
Market Capitalization of Company As on 31 March 2015 -
Rs. 304,41 Lacs
Price Earnings Ratio As on 31 March 2015 -
(0.57)
Percentage Increase (Decrease)
in Market Price of shares As on 31 March 2015 -
with at rate at which company Rs. (4.36)
came up with last public offer.
Relationship between Increase in Remuneration of employees
Remuneration and Companies Performance have been increased by
Rs.2.00 Lacs and net profit
of company has been
increased by 0.34% .
Comparison of Remuneration of There is no variable
Key Managerial Personnel component in remuneration
with Performance of Company of any director.
Average Percentage Increase in salaries NIL
of managerial personnel & Managerial
Personnel
Average Percentage Increase in There is 8% to 10% lncrease
salaries of employees other than in salaries of employees
managerial personnel & Managerial other than managerial
Personnel personnel.
Key Parameter for variable component There is no variable
of remuneration availed by the director component in remuneration
of any director
The ratio of the remuneration of the Not Applicable
highest paid director to that of the
employees who are not directors but
receive remuneration in excess of the
highest paid director during the year
There is no employee who receives remuneration in excess of highest
paid director.
The Board hereby confirms that remuneration paid to all managerial
personnel is in accordance with the remuneration policy of the company.
* INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
* PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
* CORPORATE GOVERNANCE:-
The Company has generally implemented the procedure and adopted
practices in conformity with the Code of Corporate Governance as
enunciated in Clause 49 of the Listing Agreement with the Stock
Exchanges. The Management Discussion & Analysis and Corporate
Governance Report are made a part of the Annual Report. A Certificate
from the Practicing Company Secretaries regarding compliance of the
conditions of the Corporate Governance is given in annexure. which is
attached hereto and forms part of Directors' Report.
* NUMBER OF BOARD MEETINGS
During the year, the company had conducted total 7 board meetings.
Notice for them were given properly and due quorum was present at above
meetings. The date of meetings are
24/05/2014,07/07/2014,28/07/2014,17/10/2014,25/ 12/2014,31 /01 /2015
and 31 /03/2015
* NOMINATION AND REMUNERATION COMMITTEE
The Board has formed nomination and remuneration committee as required
under section 178(1) of Companies Act, 2013. The company has disclosed
policies as required under 178 (3) of Companies Act in its Corporate
Governance Statement, forming part of directors' report.
* AUDIT COMMITTEE
The Board has constituted Audit Committee as required under section
177(1) of Companies Act, 2013. The Composition of the same has been
disclosed in Corporate Governance report forming part of directors'
report. During the year, the Board has agreed to all recommendations of
the audit committee.
* GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this
Report.
4 Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission
from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
* VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The vigil mechanism has been disclosed in detail in corporate
governance policy of the company which forms part of Annual Report.
* ACKNOWLEDGEMENT: -
Your Directors take this opportunity to acknowledge with gratitude for
the trust reposed in the Company by the Shareholders, Investors and
Readers/Customers, Corporations and Government Authorities. Directors
of your Company specifically express their gratitude to the Bankers,
which has extended their full support to the Company. Further, Your
Directors also keenly appreciate the dedication & commitment of the
Employees of the Company.
For and on behalf of the Board
Place: Ahmedabad (Omprakash L Jain) (Ravindra O Jain)
Date: 23/07/2015 Managing Director Director
DIN N0:00171365 DIN NO: 00412684 |