| Dear Members,
The Directors are pleased to present the 67th Annual Report of your
Company and the Audited Statement of Accounts for the year ended 31st
March, 2015.
FINANCIAL HIGHLIGHTS:
During the year under review, performance of your company as under :
Rs. in lacs
Particulars Year ended Year ended
31.03.2015 31.03.2014
Revenue 822 997
Operating Profit / (loss) (137) (124)
Interest (17) (8)
Depreciation and amortisation (15) (23)
Profit/(loss) before tax (105) (155)
Provision tax 34 49
Profit/(loss) after tax (71) (106)
STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:
In spite of best efforts, the performance of the Company in terms of
revenue and profit had de-accelerated, both in personal care products
and trading division. While in the short period, it may be difficult to
have a quick turnaround, nonetheless efforts shall be made to re-align
work systems to ensure sustenance, with thrust to strive ahead in the
current financial years.
Your Company's initiatives in the area of sustainability, vision and
its growth path into the future, leveraging its corporate strategy of
creating multiple drivers of growth is slowing bearing fruit. The order
booking for the current year is encouraging when viewed against the
backdrop of the extremely challenging business context in which it was
achieved, namely, the continued economic slowdown, steep increase in
taxes/duties, gestation costs relating to the new FMCG businesses and
other investments. One of the sectors that has been affected in the
past years is FMCG, which is the fourth largest sector in the Indian
economy. Overall, the FMCG sector is witnessing a slowdown,
depreciating rupee has escalated raw material prices and this, in
twirl, has led the FMCG companies to make their endeavor to balance
both.
Your company has recently acquired an alcohol license at its plant in
Pondicherry as well and has invested in doubling capacity of alcohol
based products. This is to meet the grow- ing demand of hand
sanitizers, perfumes and other alcohol based products.
PERSONAL PRODUCTS DIVISION
Your Company's Personal Care Products business, continued to gain
consumer franchise during the year aided by a slew of new products
launches in the Hand Sanitizers, Hand Wash, Skin Care, Face Wash, etc.
The business continues to leverage the umbrella brands, namely,
"Himalaya Drug Company", "Bdel", "Apollo Pharmacy Company", "Spar"etc.,
segments and is focused on addressing various consumer benefits with
introduction of new variants. Buoyed by increasing consumer franchise
for your Company's brands, it is expected that the accelerated growth
the Brand businesses will be sustained in the years ahead. Your Company
will continue to rapidly scale-up product partnerships, invest in
manufacturing and distribution infrastructure to support larger scale
view of the growing demand for their products and maximize the benefits
of clients synergy.Apart from expanding the Company's existing in-house
domain solution capabilities, specific development continued to enhance
and strengthen its nexus globally.
Going forward, the Company will continue to review and reinforce its
strategies and action plans to rapidly scale up its global footprint.
It has build contracts with international clients and that should bear
fruit in the coming year.
TRADING DIVISION
Your company faced a challenging year in trading of industrial
products. The economic scenario, slowdown in infrastructure projects,
stiff competition and liquidity crisis in the market has lead to a huge
decline in turnover and profitability.
DIVIDEND:
The Directors do not recommend any dividend for the year ended 31st
March, 2015.
CHANGES IN SHARE CAPITAL:
The Company on 09th July 2014, had approval from Shareholders to allot
2,50,000 convertible Preferential warrants to the Promoter Group in
pursuance to passing of Resolutions by Postal Ballot. Subsequently, the
Company had allotted first tranche of 1,24,500 Equity shares by
conversion of Preferential warrants to Promoter JB Advani and Company
Pvt ltd. The Share Capital had increased from 26,14,178 to 27,38,678.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT-9, for the Financial Year
2014-15 has been enclosed with this report.
NUMBER OF BOARD MEETINGS
During the Financial Year 2014-15, 7 meetings of the Board of Directors
of the Company were held.
Sl. Date Place Time
No.
1 17.05.2014 Ador House- Mumbai 12.00 pm
2 18.07.2014 Ador House- Mumbai 12.00 pm
3 29.07.2014 Ador House - Mumbai 2.00 pm
4 11.11.2014 Ador House - Mumbai 2.00 pm
5 03.02.2015 Ador House - Mumbai 4.30 pm
6 30.03.2015 Ador House - Mumbai 12.00 pm
7 31.03.2015 Ador House - Mumbai 1.30 pm
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements are transactions at arms
length basis with related parties referred to in Section 188(1) of the
Companies Act 2013 for the Financial Year 2014-15.
Sl. Particulars JB Advani Ador Welding
No. & Co Ltd
(in Rs.) (in Rs.)
1 Advance towards
preferential
warrants 25,71,938 -
2 Purchase of
traded Goods - 65,49,551
3 Re-imbursment
of Expenses - 1,60,122
4 Royalty Payment 22,257
5 Interest received
on deposit - 8,400
6 Sale of Mfg/
traded goods - 36,046
CONSERVATION OF ENERGY
Energy consumption by the Company is not significant. In spite,
continuous efforts are made to improve the methods and techniques of
application.
FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings during the year, as the
customers exported the products manufactured by the Company.
DIRECTORS
In accordance with the provisions of Article 49 of the Articles of
Association of the Company, Mrs. N. Malkani Nagpal, Director of the
Company, retire by rotation at the forthcoming Annual General Meeting
and being eligible seek re- appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(5) of the Companies Act, 2013, your
Directors confirm that:
(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 accounting policies are reasonable and applied them
consistently and made judgments and estimates that are rational 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) Proper and sufficient care has been taken for 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 Annual Accounts have been prepared on a going concern basis;
(e) the Company had laid down internal financial controls to be
followed and that such internal financial controls are adequate and
were operating effectively.
(f) the proper system is maintained to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
STATUTORY AUDITORS
The Company's Auditors M/s. Amarnath Kamath and Associates, Chartered
Accountants, Bangalore, retire and are eligible for re-appointment.
Further, the Members are also requested to authorise the Board of
Directors to appoint branch auditors for the current year to audit the
accounts of the Company's branch offices and fix their remuneration.
SECRETARIAL AUDIT REPORT
As per Section 204(1) of the Companies Act,2013 the Secretarial Audit
Report Certificate obtained from practicing Company Secretary is
annexed herewith.
PARTICULARS OF EMPLOYEES
No employee is drawing remuneration of more than Rs. 2,00,000/-
(Rupees two lakhs only) per month, requiring disclosure under Section
134 of the Companies Act, 2013 read with the Particulars of Employees
Rules, 1975.
ACKNOWLEDGEMENT
Your Directors wish to acknowledge the support extended by the,
Customers, Suppliers, Group Companies Government Agencies, Banks,
Employees and Shareholders and during the year.
For and on behalf of the Board
Mumbai DEEP A LALVANI
30th April,2015 Chairman
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