| Dear Members,
The Directors feel pleasure in presenting their 23rd Annual Report
together with the Audited Statements of accounts for the Financial Year
ended on 31st March, 2015.
1. FINANCIAL RESULTS:
During the year under review, the Company has shown notable
performance. The extracts of financial results 2014-15 are as under:
(Rs. In Lacs)
Particulars Current Year Previous Year
2014 - 15 2013 - 14
Rs. Rs.
Sales & Other Income 305.93 406.67
Financial Expenses 0.17 0.07
Depreciation 0.70 1.38
Profit / (Loss) Before Taxation 71.26 4.44
Provision for Income Tax 13.86 NIL
Provision for Deferred Tax 0.15 40.57
Profit after Taxation 57.56 45.02
Appropriation for Interim
Dividend and Tax there on 24.43 NIL
Transfer to General Reserve NIL NIL
Surplus brought forward 55.82 10.80
Balance Carried to Balance Sheet 88.95 55.82
2. OPERATIONS:
During the year, the company has shown notable progress in its business
operations. After switching into the Castor Seeds business, the Company
is able to generate more revenues and profit. However, the tough
competitive market has decreased the profitability of the Company. The
company anticipates more development in the business in the year to
come.
The Ahmedabad Stock Exchange Limited has confirmed the delisting
application of the Company. Now the equity shares of the Company are
listed with The Bombay Stock Exchange Ltd. only.
3. DIVIDEND:
During the year, Company has paid interim Dividend at 2.5% based on
financial performance during the quarter ended on December 31, 2014.
Company does not recommend any Annual Dividend.
4. FINANCE
A. DEPOSITS AND LONG TERM BORROWINGS:
During the year, Company has not accepted any Deposits or long term
borrowings from any party.
B. RELATED PARTIES TRANSACTIONS
During the year, Company has not entered in related party transactions
as defined under section 188 of Companies Act 2013 and hence no
disclosure have been made in relevant section.
5. SUBSIDIARIES AND JOINT VENTURE
Company does not have any subsidiary companies. Company has not made
any investment in Joint Venture.
6. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act, 2013, in relation to
the Financial Statements for FY 2014-15, the Board of Directors states
that:
a) in preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) 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 as on 31st March, 2015 and of the profits for the year
ended 31st March, 2015;
c) 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;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) 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.
7. 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 weakness was observed.
8. AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139, 141, 142 and all other
applicable provisions of the Companies Act, 2013 (the "Act") read
with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for
the time being in force), the Company recommends to appoint Mr. Vipul
J. Shah, Chartered Accountants (Membership No. 101537), as the
Statutory Auditors of the Company to hold office from the conclusion of
this meeting until the conclusion of the Sixth Annual General Meeting
subject to approval of the members from year to year and at such
remuneration as shall be fixed by the Board of Directors.
The Auditors' report for financial year 2014-15 is self explanatory
and forms part of this Annual Report and does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDITORS:
Pursuant to Section 204 of the Companies Act, 2013 read with Rules
thereof, the Board of Directors has appointed M/s. J Akhani Associates,
Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company
for FY 2014-15. A Secretarial Audit Report for FY 2014-15 is annexed
herewith as Annexure A.
There are no adverse observations in the Secretarial Audit Report which
call for explanation.
The Board has appointed M/s J Akhani & Associates, Company Secretaries,
Ahmedabad, as Secretarial Auditors of the Company for FY 2015-16.
9. DIRECTORS AND KEY MANAGARIAL PERSONNEL:
APPOINTMENT AND RESIGNATION
Subsequent to the notification of section 149 of Companies Act 2013,
the Board of Directors of the Company in their Board Meeting held on
10.02.2015 has proposed appointment of Mr. Vallabhji Thacker as
Additional Non Executive and Ms. Payal Madiyar as Non Executive Woman
Director of the company.
During the year, Mr. Arvind Ambalal Thakkar and Mrs. Archanaben Shinde,
Independent Directors resigned from the board due to their
preoccupation w. e. f. 10.02.2015.
RE APPOINTMENT OF DIRECTORS
There are no Directors on the board whose term of office expires during
this FY 2015-16 and hence the Board does not recommend any
reappointment of Directors.
DIRECTORS RETIRING BY ROTATION
All present directors on board are Additional Directors, their
appointment has not been confirmed by the members in Annual General
Meeting and hence there are no Directors liable to retire by rotation.
Company is in process of recruiting an appropriate Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to provisions of section 149(7) of Companies Act 2013, the
Company has received declaration from Independent Directors for FY
2014-15 confirming that they meet the criteria of independence as
prescribed under the Act and Clause 49 of Listing Agreement.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular interval with gap between two meetings not
exceeding 120 days. Additional meetings are held as and when
necessary. During the year under review, the Board met 12 times.
POLICY ON DIRECTORS' APPOINTMENT
Pursuant to provisions of section 178 read with 134(3)(e) of Companies
Act 2013, The Nomination and Remuneration Committee (NRC) has approved
the criteria and process for identification / appointment of Directors
which are as under:
Criteria for Appointment:
A) The proposed Director shall meet all statutory requirements and
should:
- Possess highest values, ethics and integrity.
- Not have any direct or indirect conflict with business operations.
- Be willing to devote time and efforts.
- Have relevant experience.
- Have understanding about corporate functionality.
- Understand real value of stakeholders.
Process for identification of Directors / Appointment of Directors:
- Board Members may suggest any potential person to the Chairman of the
Company meeting the above criteria. If the chairman deems fit,
recommendation will be made by him to NRC.
- Chairman himself can also recommend a person to NRC.
- NRC shall process and evaluate the proposal and shall submit their
recommendation to Board.
- Board shall consider such proposal on merit and decide suitably.
Criteria for Performance Evaluation
The Board considered and approved criteria for performance evaluation
of itself, that of its committees and individual directors as follow:
Criteria for Board Evaluation:
- Focus on strategic decisions.
- Qualitative discussion and processes.
Criteria for Committee Evaluation:
- Fulfillment of allotted responsibilities.
- Effectiveness of recommendation, meetings.
Criteria for Independent and Non Independent Directors' evaluation:
- Contribution through their experience and expertise.
- Focus on Stakeholders' interest.
MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Evaluation of Board, its Committees and Individual Directors was
carried out as per process and criteria laid down by the Board of
Directors based on the recommendation of the Nomination and
Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this
regards, was coordinated by the Chairman of Independent Directors'
meeting for Board and Non-Independent Directors while the process of
evaluation of the Independent Directors was coordinated by the Chairman
of the Company. Based on this, Chairman of the Company briefed the
Board and each of the Individual Directors, as applicable.
10. REMUNERATION
REMUNERATION POLICY
The Company has formulated the policy relating to the remuneration of
the Directors, Key Managerial Personnel and other employees of the
Company which is as under:
A) Components of Remuneration
- Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to
General Managers & above employees), Conveyance Allowances /
Reimbursement, Company's contribution to Provident Fund,
Superannuation Fund, Gratuity, etc.
- Variable Pay, which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors
B) Annual Appraisal process:
Annual Appraisals are conducted, following which annual increments and
promotions in deserving cases are decided once in a year based on:
- Employees self-assessment
- Assessment by Immediate Superior and
- Assessment by Head of Department
Annual Increment leading to an increase in Fixed Pay consists of
- Economic Rise based on All India Consumer Price Index published by
the Government of India or Internal Survey wherein inflation on
commonly used items is calculated.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent
Directors as follows:
- Sitting Fees of Rs. 3000/- for each meeting of the Board or any
Committee thereof, attended by them;
- Reimbursement of Expenses incurred by Independent Directors for
attending any meeting of the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As the Directors of the Company have not been paid any remuneration,
disclosure under provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required.
11. AUDIT AND RISK MANAGEMENT:
During the year, the Board decided that the Audit Committee shall also
carry out the role of Risk Management and so Audit Committee has been
re named as Audit and Risk Management Committee and also changed its
terms of reference in this context.
Composition and Attendance of Audit Committee:
Name of Members of Designation 29.05.14 14.08.14 15.11.14 14.02.15
Audit Committee
Mr. Arvind Thakkar* Chairman V V V -
Mrs. Archanaben Shinde* Member V V V -
Mr. Kantiji Thakor* Member V V V V
Mr. Bhavinkumar Patel** Member V V - -
Mr. Jayesh Vallabhaji Member - - - V
Madiyar **
Mrs. Payal Jayeshbhai Member - - - V
Madiyar **
* Mr. Arvind Thakkar resigned w. e. f. 10.02.2015.
* Ms. Archana Shinde resigned w. e. f. 10.02.2015
* Mr. Bhavin Patel resigned w. e. f. 08.08.2014
** Mr. Jayesh Madiyar appointed w. e. f. 24.06.2014
** Mr. Vallabhji Thacker and Ms. Payal Madiyar appointed w. e. f.
10.02.2015 VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy since March 2015 in
compliance with Listing Agreement and Companies Act 2013. The Policy
empowers all the Stakeholders to raise concerns by making Protected
Disclosures as defined in the Policy. The Policy also provides for
adequate safeguards against victimization of Whistle Blower who avail
of such mechanism and also provides for direct access to the Chairman
of the Audit Committee, in exceptional cases. The functioning of the
Whistle Blower mechanism is reviewed by the Audit Committee on a
quarterly basis.
RISK MANAGEMENT POLICY
The Board of Directors has developed and implemented Risk Management
Policy for the Company. It has identified and assessed various risks
factors, with potential impact on the Company in achieving its
strategic objectives or may threaten its existence. The Policy lays
down procedures for risk identification, assessment, monitoring, review
and reporting. The Policy also lists the roles and responsibilities of
Board and Risk Management Committee.
12. ENVIRONMENT, HEALTH AND SAFETY
The Company accords the highest priority to health, environment and
safety. The Company does not carry on manufacturing operations. The
Company takes at most care for the employees and ensures compliance
with the applicable rules and regulation applicable to the Company.
13. CORPORATE GOVERNANCE
As stipulated by Clause 49 of the Listing Agreement, Report on
Corporate Governance forms part of this Annual Report. Certificate of
the Auditors regarding compliance with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement is
annexed to the Board's Report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated by Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report form part of this Annual Report.
15. CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE
EARNIGS AND OUTGO:
During the financial year 2014-15, Company has not undertaken any
manufacturing operations. Company has neither earned nor spent
anything in foreign currency. Hence no disclosure is required under
this head pursuant to Companies (Accounts) Rules 2014.
16. THE EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed to this
Directors' Report.
17. APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have
reposed their faith in the management and the company and for their
valuable support and cooperation.
PLACE: RAJKOT BY ORDER OF THE BOARD
DATE: 30.05.2015 FOR EXCEL CASTRONICS LIMITED
JAYESH MADIYAR
DIRECTOR
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