DIRECTORS REPORT To the Members of SAFFRON INDUSTRIES LIMITED Your Directors have pleasure in presenting their Twenty Second Annual Report and Audited Statement of Accounts for the year ended 31st March, 2015. REVIEW OF OPERATIONS During the sear under review the Sales Turnover of your company was Rs. 50.45 Crore as against Sales Turnover of Rs. 61.93 Crore in the previous financial year. The high cost and scarce availability of raw material in the market continued this year also, resulting into reduction in sales turnover during the period under review as compare lo last year. The profit incurred during the year under review Rs. 98.39 lac as compared to profit for the previous year of Rs. 34.75 Lac. Your company is using various efforts to reduce the overall cost and to increase its sustain ability by planning for better prospects of the company using various new avenues to avail the tow cost raw material and by trying for better price gains for its products in the market and by continuing efforts for its growth as well. FUTURE OUTLOOK: In this scenario of high material cost market, you will appreciate the hardship the company is facing However, we are hopeful for change in this scenario soon and also hope that the domestic paper market shall buoyant further and also hopeful for better sales realizations and profitability, which will take care of company's subsistence and growth in the market. DIVIDEND: Due to inadequate profits die Directors have not recommended any dividend for the year under review. DIRECTORS: Shri Vinod Maheshwari (DrN-00340953), who retires by rotation and being eligible, offer himself for re-appointment The tenure of Shri Nimish V. Maheshwari as a Managing Director was completed on 31st March 2015. Shri Nimish V. Malteshwari (DIN-00340991) was reappointed as Managing Director of the company for a further period of 5 years with effect from 01st April 2015 Pursuant to the provisions of the Companies Act, 2013. Shri Vinay Pansari (DIN- 01904296) and Shri Anantrai Rawell (DIN-02559329) were appointed as Independent Directors in live 21st Annual General Meeting, who were not liable to retire by rotation. Smt. Manjulika Bajpai was appointed during the year under review as an Additional Director of live company pursuant to the provision of Companies Act, 2013 requiring appointment of at least one woman director on the board of directors by all the listed companies. She is eligible for being appointed as a Director in the ensuing Annual General Meeting. AUDIT COMMITTEE: The Company has already constituted an Audit Committee of its Board of Directors with specified terms of reference. Shri Vinay Pansari is the Chairman of the Audit Committee. Shri Vinod Maheshwari and Shri Anantrai Rawell are the order members of the Audit Committee. As provided in Section 177 of the Companies Act, 2013. Additional powers were vested with the Audit Committee at the Board Meeting held on 10th August. 2015. DEMATERIALISATION OF SHAREHOLDING: The Company has already established electronic connectivity with both the depositories viz. National Depository Securities Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar and Transfer Agent. M/s.. Adroit Corporate Services Pvt. Ltd. As such, the shares of the Company are available for dematerialization with both the Depositories. LISTING OF SECURITIES The shares of the Company are presently listed on the Stock Exchange, Mumbai and the Stock Exchange, Ahmedabad. CORPORATE GOVERNANCE A report on corporate governance including Auditors" Certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement is appended to this report as Annexure "E". DIRECTORS RESPONSIBILITY STATEMENT: As required by section 134 (5) of the Companies Act. 2013 the Director hereby state : i) That the preparation of the annual accounts for the financial year ended on 31" March 2015. the applicable accounting standards have been followed and that there were no material departures; ii) That they- 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 31" March 2015 and of the profits of the Company for the year under review; iii) That they had 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; iv) That they had prepared the annual accounts for the year ended 31st March 2015 on a "'going concern" basis; v) That they had laid down internal financial controls to be followed by the Company and such internal financial control are adequate and were operating effectively; vi) That they had devised proper systems to ensure compliance with the provision of all applicable laws and that systems were adequate and operating effectively. STATUTORY AUDITORS: M/s. Khatri St Iyer. Chartered Accountants. Nagpur will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. SECRETARIAL AUDITOR: Ms Siddhanh Sipani & Associates. Practicing Company Secretaries, Nagpur, were appointed as Secretarial Auditor and their report on Secretarial Audit in form MR 3 under Section 204 of the Companies Act 2013 for the financial year 2014-15 is attached as Annexure-"C and forms part of this report PERSONNEL AND RELATED INFORMATION: None of the employees has received salary' of Rs. 60 Lac per annum or Rs. 5.00 Lac per month or more during the financial year 2014-15. Accordingly, no particulars of employees arc to be given pursuant to the provision of Section 197 of the Companies Act. 2013 read with respective rules. Since the company has no any subsidiary or holding company, no particulars are required to be oven pursuant to the provisions of Section 197 (14) of the Companies Act 2013. NOMINATION AND REMUNERATION POLICY : The company's approved policy relating to appointment of Directors, qualifications. Independent Directors and matter related there with as provided under Section 178 (3) and (4) of the Companies Act 2013. is attached herewith in *Annexure-D'. EXTRACT OF ANNUAL RETURN: The extracts of Annual Return pursuant to the provision of Section 134 (3) (a) of the Companies Act. 2013 is furnished in “Annexure-B”. OTHER PARTICULARS: Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto (Annexure 'A') and forms part of this report ACKNOWLEDGEMENTS: Your Directors are pleased to place on record their sincere gratitude to the State Rank of India, Government Authorities. Suppliers, Customers and Shareholders for their continued support and co-operation extended to the Company during the year. Your Directors also express their deep appreciation for the sincere and devoted services rendered during the year by die workers, stall and executives at all levels of operations of the Company. For and on behalf of the Board, Vinod Maheshwari Chairman Place: Nagpur Date: August 10.2015 |