DIRECTORS REPORT To the Members, Your Directors present herewith the Thirty Fifth Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2015. During the year under review the Company recorded a total Revenue of Rs. 1790.83 Lacs and earned a PBIDT of Rs. 127.48 Lacs. There is a steady Increase in Revenues and Profits for the Company i.e. 19% Increase in Revenues and 28% Increase in Profit before Taxes. Due to the Low Availability of Raw material, Maintenance at Factory Premises and steady Increase in Prices of Raw material the Production of Finished Goods at the Factory has not achieved its optimum utilization Levels. However on a Brighter Note, there has been an Increase in realization price of Finished Goods. In the Field of Gelatine manufacturers, Our Company is taking big strides to improve on quality of the product, and once we achieve the volume and Finance required, we will be in a great position to recollect profits. Energy Costs (i.e. Electricity, Coal & Diesel) are large component for production of the Finished Products. The Continuous need of Finance has staged a bid roadblock in the manufacturing of the Finished Product at Optimum Levels. Your Company is going to adopt various measures to raise Finances from Banks/NBFC to which in turn will help attain Optimum Levels of Production. DIVIDEND Your Directors do not propose any dividend for the financial year ended 31st March, 2015. FIXED DEPOSITS The Company has not accepted any Fixed Deposit during the year nor are there any outstanding deposits, which are due for repayment. LISTING OF SHARES The equity shares of the Company are listed on the Stock Exchange at Mumbai and the Company has paid Annual Listing Fees for the year 2015-16. DIRECTORS OR KEY MANAGERIAL PERSONNEL: As at 31st March, 2015, your Board comprised of 6 Directors and the details regarding Appointment and Reappointment are mentioned in the Notice as well as a Brief stated herein below: Shri Jaspal Singh is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer for Reappointment under Section 152 of the Companies Act, 2013. With the Notification of section 149 of the Companies Act, 2013 and Other Applicable provisions of the Act Smt. Jasneet Kaur are proposed to be appointed as an Executive Women Director of the Company and Shri Amarjot Singh is proposed to be appointed as Independent Directors in terms of Section 149 and other Applicable provisions of the Companies Act, 2013 for a period of 4 (Four) Years upto 31st March, 2019. Mr. Harman Singh (CFO) and Ms Priyanka Saraf (CS) are Key Managerial Personnel of the Company. Mr Harman Singh was re-designated as CFO of the Company on 28/03/2015 The Details of Directors being recommended for Appointment/Re - Appointment and Appropriate Resolution(s) seeking your Approval are also included in the Notice. BOARD MEETINGS The Board of Directors duly met 5 Times during the Financial Year 2014-15. The Date(s) and Attendance are further mentioned in the Corporate Governance Report. A Separate Meeting for Independent Director(s) was held on 28th March, 2015. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby state that: In preparation of the annual accounts, applicable accounting standards have been followed (along with proper explanation relating to material departures) and that there are no material departures. They have selected the accounting policies and applied 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 at 31st March, 2015 and of the Profit of the company for the year ended on that date. 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. The Directors had devised proper systems to ensure Compliance with provisions of all Applicable Laws and that such systems were adequate and operating effectively. They have prepared the Annual Accounts on a going concern basis. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY All the Independent Director(s) have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meeting held on 28th March, 2015, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than managing/ Whole-time Directors), Key- Executives and Senior Management and the Remuneration of Other Employees. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in ANNEXURE - A and forms part of this Report. FORMAL ANNUAL EVALUATION As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. The Companies Act, 2013, notified on 1st April, 2014, not only mandates board and director evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, through two circulars (dated April 17, 2014 and September 15, 2014), SEBI has also revised the Equity Listing Agreement, to bring the requirements on this subject in line with the Act. In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting held on 28th March, 2015, undertook the evaluation of its own performance, its Committees and all the individual Directors. The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member and Committee of the Board contribute its best in the overall growth of the organization. CORPORATE GOVERNANCE: Your Company has complied with the mandatory provisions of clause 49, relating to Corporate Governance, of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance forming part of the Directors' Report and a certificate from the Company's Auditors confirming the Compliance of conditions on Corporate Governance are included in the Annual Report. RISK MANAGEMENT POLICY During the year, the Board of Directors, in its meeting held on 28th March, 2015, has also adopted a formal Risk Management policy for the Company, whereby, risks are broadly categorized into Strategic, Operational, Compliance, and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to Business Objectives. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Management of the Company have certified the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal. Further, the testing of such controls shall also be carried out independently by the Statutory Auditors from the financial year 2015-16 onwards as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. AUDITORS' REPORT The points raA Secretarial Audit Report given by the Secretarial Auditors in Form No MR-3 is annexed with this Report as ANNEXURE - B. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. AUDITORS M/s R.Kini and Associates, Chartered Accountants, Vadodara, Auditors of the company, retire at the ensuing Annual General Meeting. Mr. R. Kini has given in writing his consent for the re-appointment as statutory auditor for the F.Y. 2015-16. The Certificate from the Auditor have been received to the effect that his Re-Appointment, If made, would be within the prescribed Limit under Section 141(3)(g) of the Companies Act, 2013. Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s M.M Chawla & Associates were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending 31st March, 2015. INTERNAL AUDIT The Company has appointed Internal Auditor as mandated by the provisions of the Companies Act, 2013. M/S Harish Dayani & Co. has been Appointed as Internal Auditor of the Company for the year 201415 to evaluate the Internal Controls and Financial Reporting. Further, the recommendations and suggestions given by the Internal Auditor are accepted by the Audit committee and further recommended to the Board of Directors of the Company. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. AUDIT COMMITTEE The Audit Committee Membership and attendance are further mentioned in the Corporate Governance Report. The Board of Directors accepts the recommendations of the Audit Committee whenever made during the year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the Financial year Ended 31st March, 2015, No Loans, Guarantees or Investments were made by theised by the Statutory Auditor in their report are self explanatory and covered in the notes on the Accounts. Company under Section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the Financial year Ended 31st March, 2015, No Contracts or Arrangements were made with related parties under Section 188 of the Companies Act, 2013. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return in Form No MGT -9 forms part of the Board's Report and is annexed herewith as ANNEXURE - C. VIGIL MECHANISM Recognizing the regulatory mandate u/s 177(9) and clause 49 of the Listing Agreement placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so they may report their genuine concerns or grievances, steps were taken during the financial year 2014-15to increase awareness and providing direct access to Audit Committee Chairman in cases where the complaint is to be made against any senior management employee. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 Details pursuant to section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as ANNEXURE - D. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO Particulars regarding conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange as prescribed under section 134(3)(m) of the Companies Act, 2013 and are given in the Annexure - E to this Report. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. INDUSTRIAL RELATIONS: The relationship between the Management and Employees of the Company remained cordial. The Company takes care of their welfare to the best of its ability. ACKNOWLEDGEMENT: Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, Promoters, Shareholders, Government Authorities and all other Business Associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of employees at all levels. For and on behalf of the Board (JASPAL SINGH) JOINT MANAGING DIRECTOR (JASNEET KAUR) DIRECTOR PLACE - BHOPAL DATE - 01/08/2015 |