| The Members,
The Directors have great pleasure in presenting the Twenty Fifth
Annual Report and the Audited Statements of Accounts of the Company for
the year ended 31 st March, 2014.
FINANCIAL RESULTS:
PARTICULARS 2013-2014 2012-2013
Income from operation 25,83,256 2,440,805
Other Income 29,08,560 31,41,035
Profit before Depreciation and
Exceptional Items 25,88,794 27,85,632
Less: Depreciation 19,16,109 19,25,422
Add/(Less): Exceptional items 4,219 -
Profit/(Loss) before Tax 6,68,466 8,60,210
Less: Provision for Taxation 1,27,376 1,64,000
Profit/ (Loss) after Tax 5,41,090 6,96,210
Less: Earlier Year - -
Adjustment
Net Profit/(Loss) 5,41,090 6,96,210
Add: Balance of Profit brought forward
from previous year (78,70,921) (85,67,131)
Balance Carried to Balance Sheet (73,29,831) (78,70,921)
REVIEW OF OPERATIONS
During the year under review, the total income was Rs. 54,91,816 as
against the income of Rs. 55,81,840 of the previous year. The Company
earned net profit of Rs. 5,41,090 as against Rs. 6.96,210 in the
previous year 2012-2013.
DIVIDEND
In view of accumulated brought forward losses, the Board of Directors
does not recommend any Dividend.
DIRECTORS
In accordance with the provisions of the Companies act, 1956, and the
Company's Articles of Association, Mr. Sharad Kumar Gupta retires by
rotation and being eligible offer himself for re-appointment. Your
Board of Directors recommends his re-appointment. Shri Rajesh Kumar
Nagori, Shri Rohit G. Lohia, and Shri Vinod Kumar Jakhoria Independent
Directors of the Company are proposed to be appointed as Independents
Directors of the Company to hold office for 5 (five) consecutive years
with effect from August 25th, 2014 upto August 24th, 2019.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956 with
respect to the Director's Responsibility Statement, it is hereby
confirmed:
I) That in preparation of Annual Accounts for the Year ended 31st
March, 2014, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures.
ii) That 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 state of
affairs of the Company for a period under review.
iii) That to the best of their knowledge and information they have
taken proper and sufficient care for the maintenance of adequate
Accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; and
iv) That the Directors have prepared the Annual Accounts for the
financial Year ending 31st March, 2014 on a going concern basis.
Audit Committee
The Audit Committee comprises of:
Sr.No. Name Designation
1 Mr. Rajesh Kumar Nagori Independent Director
(Chairman of the Committee)
2 Mr. Vinod Kumar Jakhoria Non Executive Independent Director
3 Mr. Rohit Lohia Non Executive-Independent Director
Stakeholders Relationship Committee:
The Board has rechristened Shareholders'/Investors Grievance Committee
as Stakeholders Relationship Committee in accordance with the
provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. The terms of reference of the shareholders'/investors
Grievance Committee was conferred on the Stakeholders Relationship
Committee
Sr.
No. Name Designation
1 Shri Rajesh Kumar Nagori Chairman
2 Shri Vinod Kumar Jakhoria Member
3 Shri Rohit Lohia Member
Corporate Governance
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. In Compliance with Clause 49 of the Listing Agreement with the
Stock Exchange, a detailed Corporate Governance Report forms part of
the Annual Report.
The requisite certificate from the Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of this
report
Auditors And Auditors'Report
M/s Sarda Soni & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Audit Committee recommends the re-appointment of M/s Sarda Soni &
Associates Chartered Accountants, as Statutory Auditors of the Company.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for re- appointment.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments
Deposits
The Company did not invite / accept any Fixed Deposits from the public
during the year under report.
PERSONNEL
None of the Employees of the Companies are in receipt of Remuneration
in excess of the limits prescribed under Section 217(2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
CODE OF CONDUCT
The Board of Directors has approved "Code of Conduct for the Board of
Directors" in compliance with amended Clause 49 of Listing Agreement.
EMPLOYEES RELATIONS
The relation between the Employees and Management continue to be good
and cordial.
ACKNOWLEDGEMENTS
The Directors have pleasure to place on record their appreciation for
the valuable co-operation and assistance by the Company's Bankers,
Financial Institutions, Associates, Investors and Employees.
Your Directors are also pleased to record their appreciation for the
dedication and contribution made by employees at all levels who,
through their competence and hard work, have established Company to
achieve better performance andlook forward to their support in future
as well.
Energy conservation, technology absorption and foreign exchange
earnings and outgo
The Particulars with respect to energy conservation, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 217(1)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 and forming part of the Directors' Report for
the year ended 31 st March, 2014 are annexed to this report.
(A) POWER AND FUEL CONSUMPTION
Electricity at factory 2013-14 2012-13
Purchase Unit (KWH) 78,088 63,785 units
Total Amount Rs. 6,37,899/- Rs. 5,50,943/-
Rate/Unit Rs.8.17 Rs.8.64
(B) TECHNOLOGY ABSORPTION
No Research and Development work has been carried out by the Company
and therefore, there is no expenditure on this head, or any benefit
accrued from it.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange Earning during the year is Rs.NIL and Outgo Rs.
NIL.
By Order of the Board of Directors
Kamal Kumar Chaudhary
Chairman
Place: Mumbai
Date : 28/5/2014
Registered Office:
C-23/2,M.I.D.C,
Taloja-410208
Dist.Raigad,
Maharashtra
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