| Dear Shareholders,
The Directors present the 27th ANNUAL REPORT together with the Audited
Financial Statements for the Financial Year 2014-15 ended 31st March,
2015.
(Rs. in lacs)
1. FINANCIAL RESULTS :
Particulars 2014-15 2013-14
Profit before Interest, Depreciation & Taxation 102.36 103.72
Less: Interest 47.94 56.63
Profit Before Depreciation & Taxation 54.42 47.09
Less: Depreciation 51.08 45.96
Profit before tax 3.34 1.13
Less: Provision for Taxtion 1.10 0.35
Profit after Tax 2.24 0.78
Add: Opening Balance of Profit & Loss Account 87.62 86.84
Balance carried to Balance Sheet 89.86 87.62
2. DIVIDEND :
In view of insufficient profits and with a view to conserve the
resources for the working capital requirement, the Directors are unable
to recommend any dividend on the Equity Shares for the year under
review.
3. OPERATIONS :
The Sales and Operating Income of the Company during the year under
review have been increased to Rs.1543 lacs compared to Rs. 1346 lacs
during 2013-14. The Company has commenced vigorous efforts to increase
sales in domestic as well as export markets. The management is hopeful
of better results in the year 2015-16.
The Company earned Profit before Interest, Depreciation & Taxation of
Rs.102.36 lacs during the year under review compared to Rs. 103.72 lacs
during 2013-14. The Profit before Depreciation & Taxation for the year
was Rs.54.42 lacs during the year under review compared to Rs. 47.09
lacs during 2013-14. The Net Profit during the year under review was
Rs.2.24 lacs compared to Net Profit of Rs.0.78 lacs during 2013-14.
4. FINANCE:
The Company is enjoying Working Capital facilities, Corporate Loan/
Term Loan facilities from Bank of Baroda. The Company is regular in
payment of interest and principal.
5. DIRECTORS :
5.1 One of your Directors viz. Mr. Rohan K. Laskari (DIN: 03382316)
retires by rotation in terms of the Articles of Association of the
Company. However, being eligible offers himself for reappointment
5.2 Dr. Atul N. Parikh and Dr. Haresh S. Parikh resigned from the
office of the Director w.e.f. 27th December, 2014.
5.3 Mr. Devarshi D. Patel, being Independent Director, is being
appointed for a term of 5 years as per the provisions of the Companies
Act, 2013.
5.4 The Board of Directors duly met 7 times during the financial year
under review.
5.5 The Board has made necessary evaluation of its own performance and
that of its commitments and of individual Directors.
5.6 The performance evaluation of the Executive and Non-Executive
Directors was carried out by at the meeting of the Independent
Directors held on 30th March, 2015.
5.7 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 of the Company at 31st March, 2015 being end of the
financial year 2014-15 and of the 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.
6. MANAGERIAL REMUNERATION:
6.1 REMUNERATION OF DIRECTORS:
Sr. Name of the Director Remuneration % Parameters
No. & Designation for the year increase
2014-15 over last
year
1. Kamlesh J. Laskari, 19,31,600 -
Managing Director Higher
resposibility
2. Rohan K. Laskari, 7,21,980 29 and time
Executive Director involvement
3. Sohan K. Laskari, 7,21,980 34
Executive Director
Name of the Directors Median Ratio Commission
& Designation of received
Employees from
Remuneration Holding/
Subsidiary
Kamlesh J. Laskari,
Managing Director 142500 14 -
Rohan K. Laskari,
Executive Director 142500 5 -
Sohan K. Laskari,
Executive Director 142500 5 -
The Board of Directors has framed a Remuneration Policy that assures
the level and composition of remuneration is reasonable and
sufficientto 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.
6.2 MARKET CAPITALISATION:
As there is no trading in the Equity Shares of the Company, no
information has been submitted. The Net worth as on 31st March, 2015
is Rs. 693.00 Lacs compared to Rs. 690.76 Lacs as on 31st March, 2014.
7. KEY MANAGERIAL PERSONNEL:
7.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
Sr. Name of the Director & KMP Designation Percentage Increase
No (If any)
1. Kamlesh J. Laskari Managing Director N.A.
2. Rohan K. Laskari Executive Director 29
3. Sohan K. Laskari Executive Director 34
4. Harshad M. Nasit# CFO NA
# Appointed during the financial year 2014-15 hence, there is no
comparison.
7.2 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.
8. PERSONNEL AND H. R. D.:
8.1 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 Number of permanent Employees of the Company are 45. The
relationship between average increase in remuneration and Company's
performance is as per the appropriate performance benchmarks and
reflects short and longterm performance objectives appropriate to the
working of the Company and its goals.
8.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under
Rule 5(2) of Companies Appointment & Remuneration of Managerial
personnel) Rules, 2014.
9. 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 of
the Companies Act, 2013 respectively are given in the notes to the
Financial Statements attached to the Directors' Report.
10. 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 forms partof this
report and is given by way of Annexure- A.
11. CORPORATE GOVERNANCE AND MDA:
As per Clause 49 of the Listing Agreement andthe Companies Act, 2013,
Report on Corporate Governance and Management Discussion and Analysis
(MDA)form part of this Annual Report. Acertificate 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 - B.
12. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under
Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta &
Associates, Company Secretaries, Ahmedabad. The said Report is attached
with this Report as Annexure - C. As regards the observation of the
Auditors, the Company is in the process of identifying and appointing
Whole-time Company Secretary and is in the process of updating website
of the Company.
13. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form - MGT-9 has been attached herewith
as Annexure - D.
14. LISTING:
The Equity Shares of the Company are listed on BSE Limited, Ahmedabad
Stock Exchange Limited and Delhi Stock Exchange Limited. The Company is
generally regular in payment of Annual Listing Fees. The trading in
Equity Shares of the Company has been suspended by BSE Limited. The
Company is approaching BSE Limited for revocation of the suspension.
15. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with Central
Depository Services (India) Limited (CDSL) and National Securities
Depository Limited (NSDL). The ISIN is INE276T01018. The Company has
appointed M/s. Link Intime India Private Limited as the Registrar and
Share Transfer Agent.
16. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors have re-constituted Nomination and Remuneration
Committee consisting of the following:
1. Dr. S. L. Chopra, Chairman Non executive Independent
2. Dr. Mahendra P. Shah, Member Non executive Independent
3. Ms. Ranak K. Laskari Member Non executive
17. RESEARCH & DEVELOPMENT:
The Quality Control and R & D Department ofyourCompany has shown
satisfactory performance during the year under review.
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. Deepak Soni & Associates,
Chartered Accounts, Ahmedabad, will retire at the ensuing 27th 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 (i.e. for the Financial Year 2015-16 & 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 properties of the Company 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 any Deposits and there were no overdue
deposits during the year under review.
19.4 RISKSMANAGEMENT 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 has been no significant and material order passed by any
regulators or courts or tribunals, impacting the going concern status
of the Company and its future operations.
19.8 DISCLOSURES UNDER SEXUAL HARASSMENT OFWOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year
under review, the Company did not receive any complaint.
19.9 INSTANCES OF FRAUD, IF ANY REPORTED BYTHE 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 Rohan K. Laskari Kamlesh J. Laskari
Date : 13th August, 2015 Executive Director Managing Director
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