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Directors Report of Axtel Industries Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company and the accounts
for the Financial Year ended 31st March, 2025.
1. Financial summary
The financial results for the year are as under: [Rupees in Lacs]
|
Particulars |
Year ended |
Year ended |
|
Sales and other Income |
18,322.42 |
22,652.64 |
|
Profit before depreciation, amortization and exceptional items |
2781.19 |
4,561.72 |
|
Less: Depreciation and amortization |
387.92 |
275.77 |
|
Less: Exceptional items |
0.00 |
0.00 |
|
Profit before tax |
2393.27 |
4,285.95 |
|
Less: Provision for tax |
593.69 |
1,241.06 |
|
Provision for deferred tax |
-2.94 |
-168.45 |
|
Profit after taxation |
1802.52 |
3,213.34 |
2. Dividend
Your Board had considered Interim dividend declared @ Rs. 6.00 (INR Six Only) per equity share (i.e. 60%) of Rs. 10 on 9th
March, 2024 as final dividend for the financial year 2023-24 at the annual general meeting of the Company held on 1st August,
2024 as per recommendation of the Board of Directors on 3rd May, 2024.
Your Board had declared interim dividend @ Rs. 5.00 (INR Five Only) per equity share (i.e. 50%) of Rs. 10 for the financial year
2024-25, at the meeting of the Board of Directors held on 15th March, 2025.
The Board further recommended additional dividend of Rs. 6.00 (INR Six only) per equity share (i.e. 60%) of Rs. 10 for the
financial year 2024-25, at the meeting of the Board of Directors held on 16th July, 2025.
Accordingly, the Board recommended total dividend @ Rs. 11.00 (INR Eleven only) per equity share (i.e. 110%) for the financial
year 2024-25 as final dividend for the financial year 2024-25 for according consent of the members at the annual general
meeting of the company to be conducted for the financial year 2024-25.
As stipulated in Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Company has adopted dividend distribution policy and the same can be viewed at:
https://axtelindia.com/userfiles/corporate_governance/document/1629293145.pdf
3. Reserves
Your Board does not propose to carry to any reserves for the financial year 2024-25.
4. Brief description of the Company''s working during the year/State of Company''s affair
Total turnover during the year 2024-25 was Rs. 17,855.87 lacs compared to Rs. 22,333.30 lacs of previous year 2023-24 which
shows decrease of Rs. 4477.43 lacs (20.05%). There is profit of Rs. 1,802.52 lacs (after tax) during the year 2024-25 compared
to profit of Rs. 3,213.34 lacs (after tax) during the year 2023-24.
5. Change in the nature of business, if any
There is no change in the nature of business during the financial year 2024-25.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between
the end of the financial year of the company to which the financial statements relate and the date of the report
No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates
and the date of the report.
7. 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
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s
operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the
balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care
for financial control.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the
consolidated financial statement, if any.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
11. Deposits
Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore
the details relating to deposits, covered under Chapter V of the Act is not applicable.
12. Statutory Auditors & Internal Auditors
Statutory Auditors:
M/s. VRCA & Associates, Chartered Accountants has been appointed for a period five years pursuant to the provisions of section
139 of the Companies Act 2013 at the AGM held on 29th September, 2022 and is eligible to act as statutory auditor for the
current financial year.
Internal Auditors:
M/s. Sharp & Tannan, Chartered Accountants were appointed at the meeting of the board of directors held on 18th May, 2024 for
FY 2024-25 for conducting internal audit of the Company.
13. Auditors'' Report
The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No
qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors'' report for the year 2024-25.
14. Share Capital
During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.
Employee Stock Option Schemes
With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to
align individual performance with Company objectives, the Company has introduced ''Axtel Industries Ltd Employee Stock Option
Plan 2024'' (hereinafter referred to as "ESOP 2024" / the "Scheme" or the "Plan").
The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available
on the Company''s website www.axtelindia.com.
The certificate of Secretarial Auditor confirming compliance of the ESOP Schemes with the Act and abovementioned SEBI
Regulations is given in Annexure H to this Report.
15. Annual return
As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Company''s web
site i.e. www.axtelindia.com after filing annual return, on completion of ensuing annual general meeting, with the Registrar of
Companies within the time stipulated in said Section 92 of Act.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith
(Annexure-A)
17. Corporate Social Responsibility (CSR)
The Company is required to spend towards corporate social responsibility under section 135 of the Companies Act, 2013. The
Annual report on CSR Activities for the year under review as per Annexure II inserted vide MCA notification dated 22nd January,
2021 in terms of section 135 of the Companies Act, 2013 is attached in Annexure D.
18. Directors & Key Managerial Personnel
A) Following changes incorporated during the financial year 2024-25:
1. Mr. Paresh Jaisinh Rajda have been appointed as an Additional Independent Director of the Company with effect from 3rd
May, 2024 for a period of five years, subject to shareholders approval at the ensuing general meeting.
2. Mr. Paresh Jaisinh Rajda (DIN: 00680340), Additional Independent Director of the Company regularized as Independent
Director of the Company with effect from 3rd May, 2024 to hold office for five consecutive years at the annual general
meeting of the Company held on 1st August, 2024.
3. Mr. Ameet Nalin Parikh (DIN 00007036), retires by rotation, reappointed at the annual general meeting of the Company
held on 1st August, 2024.
B) Mr. Ajitsingh Mohansingh Bubber (DIN 00454111), retires by rotation at the ensuing annual general meeting and being
eligible offered himself for re-appointment as Director.
C) Declaration by an Independent Director(s) and re- appointment, if any
Declarations
A declaration, by Independent Directors that they have met the criteria provided in sub-section (6) of Section 149 of the
Companies Act, 2013, have been received.
The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014.
Re-appointments:
Mr. Ajitsingh Mohansingh Bubber (DIN 00454111), Director of the Company and eligible for re-appointment has given his
consent and declaration under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
Details of Mr. Ajitsingh Mohansingh Bubber, Director seeking re-appointment as per Regulation 36 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock
exchange is already annexed to the notice of the annual general meeting.
D) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual
Directors which includes criteria for performance evaluation of executive directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:
i. General understanding of the Company''s business;
ii. Educational back ground and experience:
iii. Personal and professional ethics, integrity and values;
iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
E) Opinion of the Board:
Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and
expertise and they hold good standard of integrity in various fields.
19. Number of meetings of the Board of Directors
During the year from 1st April, 2024 to 31st March, 2025, the Board of Directors met seven times on the following dates:
|
Sr No. |
Date |
Board Strength |
No. of Directors Present |
|
1 |
03-05-2024 |
6 |
6 |
|
2 |
18-05-2024 |
7 |
7 |
|
3 |
27-06-2024 |
7 |
7 |
|
4 |
07-08-2024 |
7 |
7 |
|
5 |
25-10-2024 |
7 |
7 |
|
6 |
30-01-2025 |
7 |
6 |
|
7 |
15-03-2025 |
7 |
7 |
The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing
Agreement.
20. Audit Committee
The Audit Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul Lalwani as Independent
Director and appointment of Mr. Paresh Jaisinh Rajda as an Independent Director of the Company:
|
Sr. No. |
Name of Director |
Designation |
|
1 |
Mr. Paresh Jaisinh Rajda |
Non-Executive Independent Director |
|
2 |
Mr. Nimish Patel |
Non-Executive Independent Director |
|
3 |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
|
4 |
Mrs. Deepti Sharma |
Non-Executive Independent Director |
There was no occasion regarding non-acceptance of any recommendation of the Audit Committee during the year.
The Audit Committee Meetings were duly convened during the year ended 31st March, 2025 on following dates:
⢠03-05-2024, 07-08-2024, 25-10-2024 & 30-01 -2025.
21. Details of establishment of vigil mechanism for directors and employees
The Board has appointed the following persons as members of vigil committee:
|
Sr. No. |
Name of Director |
Designation |
|
1 |
Mr. Ajay Naishad Desai |
Whole-time Director |
|
2 |
Mr. Paresh Jaisinh Rajda |
Non-Executive Independent Director |
|
3 |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Companyâs
website.
22. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul
Lalwani as an Independent Director and appointment of Mr. Paresh Jaisinh Rajda as an Independent Director of the Company:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Nimish Patel |
Non-Executive Independent Director |
|
2 |
Mrs. Deepti Sharma |
Non-Executive Independent Director |
|
3. |
Mr. Paresh Jaisinh Rajda |
Non-Executive Independent Director |
The Committee was further reconstituted on 18th May, 2024 to appoint Mr. Ameet Nalin Parikh as member of the Committee and
have following members:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Nimish Patel |
Non-Executive Independent Director |
|
2 |
Mrs. Deepti Sharma |
Non-Executive Independent Director |
|
3. |
Mr. Paresh Jaisinh Rajda |
Non-Executive Independent Director |
|
4. |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management
Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid
down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position
and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel
based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration
is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the
performance of individual and group and also maintains a balance between both short and long-term objectives of the company.
The Nomination and Remuneration Committee Meeting was held on 01-05-2024, 18-05-2024 & 29-03-2025 during the year
ended 31st March, 2025.
23. CSR Committee
The CSR Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul Lalwani as Independent
Director and appointment of Mrs. Deepti Sharma as member of the Committee:
|
No. |
Name of Director |
Designation |
|
1 |
Mrs. Deepti Sharma |
Non-Executive Independent Director |
|
2 |
Mr. Ajay Nalin Parikh |
Whole-time Director |
|
3 |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
The Corporate Social Responsibility Committee Meeting was held on 03-05-2025 during the year ended 31st March, 2025.
24. Stakeholders Committee:
The members of stakeholders Committee of the Company as on 31st March, 2025 are as under:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Ajay Naishad Desai |
Executive Director |
|
2 |
Mr. Ajay Nalin Parikh |
Executive Director |
|
3 |
Mrs. Deepti Sharma |
Independent Director |
The Stakeholders relationship Committee Meetings were duly convened during the year ended 31st March, 2025 on following
dates:
⢠03-05-2024, 07-08-2024, 25-10-2024 & 30-01 -2025.
25. Risk Management Committee:
The Risk Management Committee was reconstituted w.e.f. 3rd May, 2024 due to cessation of Mr. Sandeep Gul Lalwani as
Independent Director and appointment of Mrs. Deepti Sharma as member of the Committee:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Ameet Nalin Parikh |
Non- Executive Director |
|
2 |
Mr. Ajay Nalin Parikh |
Executive Director |
|
3 |
Mrs. Deepti Sharma |
Independent Director |
i he Risk Management Committee Meeting was held on 07-08-2024 & 05-03-2025 during the year ended 31st March, 2025.
26. Particulars of loans, guarantees or investments under section 186:
The Company has not given any loan, guarantees or made investments under section 186 to any person or body corporate
except loan to employees of the Company as per Company''s policy for employees and investment in mutual funds.
27. Particulars of contracts or arrangements with related parties:
The Company has entered into contract or arrangement with related party referred to in sub-section (1) of section 188 of the
Companies Act, 2013 with Morphis Business Advisory LLP, Bombay with effect from 1 st April, 2023 which has been approved by
the Board of Directors at the meeting, held on 18th May, 2023 for a period of five years.
Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).
28. Managerial Remuneration
Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).
29. Secretarial Audit Report
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. DRP & Associates, Practicing
Company Secretaries has been enclosed herewith along with Annual Secretarial Compliance Report as required under Regulation
24A of LODR Regulations, 2015. (Annexure-E).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
30. Corporate Governance Report
A detailed corporate governance report including compliance certificate received from M/s. DRP & Associates, Practicing Company
Secretaries, regarding compliance of conditions of corporate governance as stipulated in Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached as Annexure F.
The management discussion and analysis report as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors'' report as Annexure G.
The requirement of submitting Business Responsibility and Sustainability Reporting as stipulated in Regulation 34 (2) (f) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is applicable to top
1000 listed companies on the basis of market capitalization and shall continue to apply for a period of three consecutive years as
per Regulation 3 of SEBI (LODR) Regulations, 2025. The Company does not fall under top 1000 listed companies on basis of
market capitalization from FY 2021-22 and have remained outside the applicable threshold for a period of three consecutive
years, therefore the Business Responsibility and Sustainability Reporting as stipulated in Regulation 34 (2) (f) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is not applicable to the Company
from the financial year 2024-25.
31. Code of Conduct
The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board
members and senior management personnel have affirmed their compliance of code of conduct.
32. Risk management policy
In today''s economic environment, risk management is a very important part of business. The main aim of risk management is to
identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s
risk management is embedded in the business processes. Your company has identified the following risks:
|
Key Risk |
Impact to Axtel Industries Ltd |
Mitigation Plans |
|
Commodity Price Risk |
Risk of price fluctuation on basic |
The Company commands excellent business |
|
Uncertain global economic |
Impact on demand and realization |
The people do not compromise on food and it will |
|
Interest Rate Risk |
Any increase in interest rate can |
Dependence on debt is very minimum and |
|
Foreign Exchange Risk |
Any volatility in the currency |
The Company has potentiality in domestic market. |
|
Human Resources Risk |
Your Companyâs ability to deliver |
By continuously benchmarking of the best HR |
|
Competition Risk |
Every company is always exposed |
By continuous efforts to enhance the brand image of |
|
Compliance Risk - Increasing |
Any default can attract penal |
By regularly monitoring and review of changes in |
|
Industrial Safety, Employee |
The engineering industry is |
By development and implementation of critical |
33. Directorsâ Responsibility Statement
Your Directorsâ state thatâ
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 directors 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 and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the 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 directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively;
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
34. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:
The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing
Obligations and Disclosure Requirement) Regulations 2015 from time to time.
35. Cost Audit.
M/s. K. H. Shah & Co., Cost Accountants, were appointed with the approval of the Board to carry out the cost audit for F.Y. 2024-25.
Based on the recommendation of the Audit Committee, M/s. K. H. Shah & Co., Cost Accountants, being eligible, have also been
appointed by the Board of Directors in their meeting held on 13-05-2025 as the Cost Auditors for F.Y. 2025-26. The remuneration
to be paid to M/s. K. H. Shah & Co., for F.Y. 2025-26 is subject to ratification by the shareholders at the ensuing AGM.
Cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013, are
maintained by the Company for the financial year 2024-25.
36. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the
Central Government.
There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the
Central Government.
37. Details of proceedings under the Insolvency and Bankruptcy Code, 2016
There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under
review.
38. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has been employing about 8 women employees in various cadres within the factory premises. The Company has
in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly
and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual,
temporary, trainees) are covered under the policy.
During the year, the number of complaints received and disposed is mentioned below:
|
Sr. No. |
Grievance Details |
|
|
(a) |
number of complaints of sexual harassment received in the year; |
0 |
|
(b) |
number of complaints disposed off during the year; |
0 |
|
(c) |
number of cases pending for more than ninety day |
0 |
39. Compliance with Maternity Benefit Act, 1961
The Company is in compliance with Maternity Benefit Act, 1961. Current Leave policy of the company is in line with provisions of
Maternity Benefit Act, 1961 and other applicable labour laws and rules made thereunder. All employees are covered under the
said policy.
40. Acknowledgements
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other
statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude
and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to
especially thank all the employees of the Company for their dedication and loyalty.
By Order of the Board of Directors
Ajay Naishad Desai Ajay Nalin Parikh
Date: 16-07-2025 Executive Director Executive Director
Registered Office: DIN: 00452821 DIN: 00453711
Vadodara-Halol Highway,
Baska, Panchmahal-389350, Gujarat
Mar 31, 2024
Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2024.
1. Financial summary
The financial results for the year are as under: [Rupees in Lacs]
|
Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
Sales and other Income |
22,652.61 |
18,382.05 |
|
Profit before depreciation, amortization and exceptional items |
4,561.68 |
2,536.84 |
|
Less: Depreciation and amortization |
275.77 |
241.20 |
|
Less: Exceptional items |
0.00 |
0.00 |
|
Profit before tax |
4,285.91 |
2,295.64 |
|
Less: Provision for tax |
1,241.02 |
556.79 |
|
Provision for deferred tax |
-168.45 |
8.57 |
|
Profit after taxation |
3,213.34 |
1,730.28 |
2. Dividend
Your Board had declared final dividend @ Rs. 3.00 (INR Three Only) per equity share (i.e. 30%) of Rs. 10 for the financial year 2022-23 as per recommendation of the Board of Directors at the annual general meeting of the Company held on 10th July, 2023.
The Board has also declared interim dividend @ Rs. 6.00 (INR Six Only) per equity share (i.e. 60%) of Rs. 10 for the financial year 2023-24, at the meeting of the Board of Directors held on 9th March, 2024 and the Board recommended the same as final dividend for the financial year 2023-24, at the meeting of the Board of Directors held on 3rd May, 2024.
As stipulated in Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has adopted dividend distribution policy and the same can be viewed at https://axtelindia.com/ userfiles/corporate governance/document/1629293145.pdf
3. Reserves
Your Board does not propose to carry to any reserves for the financial year 2023-24.
4. Brief description of the Company''s working during the year/State of Company''s affair
Total turnover during the year 2023-24 was Rs. 22,333.30 lacs compared to Rs. 18,014.57 lacs of previous year 2022-23 which shows increase of Rs. 4,318.73 lacs (23.97%). There is profit of Rs. 3,213.34 lacs (after tax) during the year 2023-24 compared to profit of Rs. 1,730.28 lacs (after tax) during the year 2022-23.
5. Change in the nature of business, if any
There is no change in the nature of business during the financial year 2023-24.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
7. 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
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement, if any.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
11. Deposits
Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.
12. Statutory Auditors & Internal Auditors Statutory Auditors:
M/s. VRCA & Associates, Chartered Accountants has been appointed for a period five years pursuant to the provisions of section 139 of the Companies Act 2013 at the AGM held on 29th September, 2022 and is eligible to act as statutory auditor for the current financial year.
Internal Auditors:
M/s. K. C. Mehta & Co LLP was appointed at the meeting of the board of directors held on 18th May, 2023 for FY 2023-24 for conducting internal audit of the Company.
13. Auditors'' Report
The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors'' report for the year 2023-24.
14. Share Capital
During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.
15. Annual return
As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Company''s web site i.e. www.axtelindia.com after filing annual return, on completion of ensuing annual general meeting, with the Registrar of Companies within the time stipulated in said Section 92 of Act.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)
17. Corporate Social Responsibility (CSR)
The Company is required to spend towards corporate social responsibility under section 135 of the Companies Act, 2013. The Annual report on CSR Activities for the year under review as per Annexure II inserted vide MCA notification dated 22nd January, 2021 in terms of section 135 of the Companies Act, 2013 is attached in Annexure D.
18. Directors & Key Managerial Personnel
A) Following changes incorporated during the financial year 2023-24:
1. Mr. Ajitsingh Mohansingh Bubber (DIN 00454111), retires by rotation, reappointed at the annual general meeting of the Company held on 10th July, 2023.
2. Mr. Nimish Patel (DIN: 00029353), Independent Director of the Company re-appointed for a period of five years for second term with effect from 5th November, 2023 at the annual general meeting of the Company held on 10th July, 2023.
3. Ms. Deepti Sharma (DIN: 03630613), Independent Director of the Company re-appointed for a period of five years for second term with effect from 5th November, 2023 at the annual general meeting of the Company held on 10th July, 2023.
4. Mr. Sandeep Gul Lalwani, Independent Director of the Company ceased as an Independent Director of the Company with effect from 31st March, 2024 due to expiry of his term of appointment.
Mr. Paresh Jaisinh Rajda have been appointed as an Additional Independent Director of the Company with effect from 3rd May, 2024 for a period of five years, subject to shareholders approval at the ensuing general meeting.
B) Mr. Ameet Nalin Parikh (DIN 00007036), retires by rotation at the ensuing annual general meeting and being eligible offered himself for re-appointment as Director.
C) Declaration by an Independent Director(s) and re- appointment, if any Declarations
A declaration, by Independent Directors that they have met the criteria provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.
The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
Re-appointments:
The Directors to be appointed have given their consents and declarations under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014:
1. Mr. Ameet Nalin Parikh (DIN 00007036), Director of the Company retiring by rotation and eligible for re-appointment.
2. Mr. Paresh Jaisinh Rajda (DIN 00680340), Additional Independent Director proposed to be appointed as an Independent Director.
Details of Mr. Ameet Nalin Parikh, Director seeking re-appointment & Mr. Paresh Rajda, Additional Director proposed to be appointed as an Independent Director as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange shall be annexed to the notice of the annual general meeting.
D) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:
i. General understanding of the Company''s business;
ii. Educational back ground and experience:
iii. Personal and professional ethics, integrity and values;
iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
E) Opinion of the Board:
Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields.
19. Number of meetings of the Board of Directors
During the year from 1st April 2023 to 31st March 2024 the Board of Directors met six times on the following dates:
|
Sr No. |
Date |
Board Strength |
No. of Directors Present |
|
1 |
18-05-2023 |
7 |
7 |
|
2 |
29-05-2023 |
7 |
5 |
|
3 |
12-08-2023 |
7 |
6 |
|
4 |
01-11-2023 |
7 |
6 |
|
5 |
19-01-2024 |
7 |
7 |
|
6 |
09-03-2024 |
7 |
7 |
The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.
20. Audit Committee
The members of the Audit Committee of the Company as on 31st March, 2024 are as under:
|
Sr. No. |
Name of Director |
Designation |
|
1 |
Mr. Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
2 |
Mr. Nimish Patel |
Non-Executive Independent Director |
|
3 |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
|
4 |
Mrs. Deepti Sharma |
Non-Executive Independent Director |
There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year. The Audit Committee Meetings were duly convened during the year ended 31st March, 2024 on following dates:
⢠18-05-2023, 12-08-2023, 01-11-2023, 19-01-2024 & 09-03-2024.
21. Details of establishment of vigil mechanism for directors and employees The Board has appointed the following persons as members of vigil committee:
|
Sr. No. |
Name of Director |
Designation |
|
|
1 |
Mr. Ajay Naishad Desai |
Whole-time Director |
|
|
2 |
Mr. Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
|
3 |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
|
The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company''s website.
22. Nomination and Remuneration Committee
The members of Nomination and Remuneration Committee of the Company as on 31st March, 2024 are as under:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
2 |
Mr. Nimish Patel |
Non-Executive Independent Director |
|
3 |
Mrs. Deepti Sharma |
Non-Executive Independent Director |
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long-term objectives of the company.
The Nomination and Remuneration Committee Meeting was held on 18-05-2023 during the year ended 31st March, 2024.
23. CSR Committee
The members of CSR Committee of the Company as on 31st March, 2024 are as under:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
2 |
Mr. Ajay Nalin Parikh |
Whole-time Director |
|
3 |
Mr. Ameet Nalin Parikh |
Non-Executive Director |
The Corporate Social Responsibility Committee Meeting was held on 12-08-2023 during the year ended 31st March, 2024. 24. Stakeholders Committee:
The members of stakeholders Committee of the Company as on 31st March 2024 are as under
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Ajay Naishad Desai |
Executive Director |
|
2 |
Mr. Ajay Nalin Parikh |
Executive Director |
|
3 |
Mrs. Deepti Sharma |
Independent Director |
The Stakeholders relationship Committee Meetings were duly convened during the year ended 31st March, 2024 on following dates:
⢠18-05-2023, 12-08-2023, 01-11-2023 & 19-01-2024
25. Risk Management Committee:
The members of Risk Management Committee of the Company as on 31st March, 2024 are as under:
|
No. |
Name of Director |
Designation |
|
1 |
Mr. Ameet Nalin Parikh |
Non- Executive Director |
|
2 |
Mr. Ajay Nalin Parikh |
Executive Director |
|
3 |
Mr. Sandeep Gul Lalwani |
Independent Director |
The Risk management Committee Meeting were duly convened during the year ended 31st March, 2024 on following dates:
⢠29-05-2023, 12-08-2023, 01-11 -2023 & 09-03-2024.
26. Particulars of loans, guarantees or investments under section 186:
The Company has not given any loan, guarantees or made investments under section 186 to any person or body corporate except loan to employees of the Company as per Company''s policy for employees and investment in mutual funds.
27. Particulars of contracts or arrangements with related parties:
The Company has entered into contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 with Morphis Business Advisory LLP, Bombay with effect from 1st April, 2023 which has been approved by the Board of Directors at the meeting, held on 18th May, 2023 for a period of five years.
Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).
28. Managerial Remuneration
Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).
29. Secretarial Audit Report
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. DRP & Associates, Practicing Company Secretaries has been enclosed herewith along with Annual Secretarial Compliance Report as required under Regulation 24A of LODR Regulations, 2015. (Annexure-E).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
30. Corporate Governance Report
A detailed corporate governance report including compliance certificate received from M/s. DRP & Associates, Practicing Company Secretaries, regarding compliance of conditions of corporate governance as stipulated in Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached as Annexure F.
The management discussion and analysis report as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors'' report as Annexure G.
The Business Responsibility and Sustainability Reporting as stipulated in Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed to Directors'' report as Annexure H.
31. Code of Conduct
The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have affirmed their compliance of code of conduct.
32. Risk management policy
In today''s economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified the following risks:
|
Key Risk |
Impact to Axtel Industries Ltd |
Mitigation Plans |
|
Commodity Price Risk |
Risk of price fluctuation on basic raw materials like steel, components, power as well as finished goods used in the process of manufacturing. |
The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods. |
|
Uncertain global economic environment - slow growth in global economy |
Impact on demand and realization of exports of food processing plant and machinery. |
The people do not compromise on food and it will not affect much. |
|
Interest Rate Risk |
Any increase in interest rate can affect the finance cost. |
Dependence on debt is very minimum and Company has enough funds to meet the need arises. |
|
Foreign Exchange Risk |
Any volatility in the currency market can impact the overall profitability. |
The Company has potentiality in domestic market. In case of major fluctuation either upwards or downwards, the effect will be minimal. |
|
Human Resources Risk |
Your Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company |
By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years. |
|
Competition Risk |
Every company is always exposed to competition risk. The increase in competition can create pressure on margins, market share etc. |
By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service. By introducing new product range commensurate with demands, your company plans to mitigate the risks so involved. |
|
Compliance Risk - Increasing regulatory Requirements. |
Any default can attract penal provisions. |
By regularly monitoring and review of changes in regulatory framework. |
|
Industrial Safety, Employee Health and Safety Risk. |
The engineering industry is exposed to accidents and injury risk due to human negligence. |
By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee. |
33. Directors'' Responsibility Statement
Your Directors'' state thatâ
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 directors 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 and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the 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 directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:
The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.
35. Cost Audit.
M/s. K. H. Shah & Co., Cost Accountants, were appointed with the approval of the Board to carry out the cost audit for F.Y. 2023
24.
Based on the recommendation of the Audit Committee, M/s. K. H. Shah & Co., Cost Accountants, being eligible, have also been appointed by the Board of Directors in their meeting held on 03-05-2024 as the Cost Auditors for F.Y. 2024-25. The remuneration to be paid to M/s. K. H. Shah & Co., for F.Y. 2024-25 is subject to ratification by the shareholders at the ensuing AGM.
Cost records as specified by the Central Government under sub-section 1 of section 148 of the Companies Act, 2013, are maintained by the Company for the financial year 2023-24.
36. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.
There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.
37. Details of proceedings under the Insolvency and Bankruptcy Code, 2016
There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
38. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has been employing about 8 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for redressal.
39. Acknowledgements
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.
By Order of the Board of Directors
Ajay Naishad Desai Ajay Nalin Parikh
Date: 03.05.2024 Executive Director Executive Director
Registered Office: DIN: 00452821 DIN: 00453711
Vadodara-Halol Highway,
Baska, Panchmahal-389350, Gujarat
Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2018.
1. Financial summary or highlights/Performance of the Company
The financial results for the year are as under: [Rupees in Lacs]
|
PARTICULARS |
YEAR ENDED 31.03.2018 |
YEAR ENDED 31.03.2017 |
|
Sales including excise duty and other Income |
8374.11 |
8413.31 |
|
Profit before depreciation |
1027.39 |
1110.34 |
|
Less: Depreciation |
238.71 |
278.21 |
|
Profit/(Loss) of the year |
788.68 |
832.13 |
|
Less: Provision for tax |
199.64 |
163.71 |
|
Provision for deferred tax |
(4.20) |
(15.43) |
|
Profit/(Loss) after taxation |
593.24 |
683.85 |
2. Dividend
Your Board recommends dividend @ Rs. 1.50 (Rupee One and Paise Fifty Only) per equity share (i.e. 15%) of Rs. 10 for the financial year 2017-18.
3. Reserves
Your Board does not propose to carry to any reserves for the financial year 2017-18.
4. Brief description of the Companyâs working during the year/State of Companyâs affair
Total turnover during the year 2017-18 increased by Rs. 539.27 lac (increase of 7.09%) compare to previous year 2016-17 and there is profit of Rs. 593.24 lac (after tax) during the year 2017-18 against profit of Rs. 683.85 lac (after tax) during the year 2016-17.
5. Change in the nature of business, if any
There is no change in the nature of business during the financial year 2017-18.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
11. Deposits
Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.
12. Statutory Auditors
The present statutory auditor M/s. VCA & Associates, Chartered Accountants has been appointed for a period five years pursuant to the provisions of section 139 of the Companies Act 2013 and will continue to act as statutory auditor of the Company.
13. Auditorsâ Report
The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditorsâ report for the year 2017-18.
14. Share Capital
During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.
15. Annual return
As per latest amendment in section 92 of the Companies Act, 2013 a copy of annual return will be displayed on Companyâs web site i.e. www.axtelindia.com after filing annual return, after completion of ensuing annual general meeting with the Registrar of Companies within the time stipulated in said section 92 of Act. However, extract of annual return in Form MGT-9 is attached (Annex-G)
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)
17. Corporate Social Responsibility (CSR)
The Company has made provision of Rs.4.10 lakh (Rupees Four Lakh Ten Thousands Only) towards corporate social responsibility during the year 2017-18 as required under section 135 of the Companies Act, 2013. Report on CSR activities in terms of section 135 of the Companies Act, 2013 is annexed to this report (Annexure-D).
18. Directors & Key Managerial Personnel
A) Shri Ajitsingh Mohansingh Bubber (DIN 00454111) Director, retires by rotation at the ensuing annual general meeting and being eligible offered himself for re-appointment as Director.
B) Declaration by an Independent Director(s) and re- appointment, if any
A declaration, by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.
Shri Ajitsingh Mohansingh Bubber (DIN 00454111) Director of the Company retiring by rotation and eligible for reappointment has given his consent and declaration under form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Details of Shri Ajitsingh Mohansingh Bubber (DIN 00454111), Director seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is attached herewith (Annexure- E)
C) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:
i. General understanding of the Companyâs business;
ii. Educational back ground and experience:
iii. Personal and professional ethics, integrity and values;
iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
19. Number of meetings of the Board of Directors
During the year from 1st April, 2017 to 31st March, 2018 the Board of Directors met five times on the following dates:
|
Sr |
Date |
Board Strength |
No. of Directors Present |
|
1 |
22-05-2017 |
8 |
6 |
|
2 |
31-07-2017 |
8 |
5 |
|
3 |
09-10-2017 |
8 |
5 |
|
4 |
06-11-2017 |
8 |
7 |
|
5 |
01-02-2018 |
8 |
7 |
20. Audit Committee
The members of the Audit Committee of the Company as on 31st March, 2018 are as under:
|
No. |
Name of Director |
Designation |
|
|
1 |
Shri Sandeep Gul Lalwani |
Non-Executive |
Independent Director |
|
2 |
Shri Nikhil Ramesh Parikh |
Non-Executive |
Independent Director |
|
3 |
Shri Ameet Nalin Parikh |
Non-Executive |
Director |
Smt. Anjali Harshvardhan Hegde, Independent Director was appointed as member of the Audit Committee with effect from 1st April,2018.
There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.
21. Details of establishment of vigil mechanism for directors and employees The Board has appointed the following persons as members of vigil committee:
|
No. |
Name of Director |
Designation |
|
1 |
Shri Ajay Naishad Desai |
Whole-time Director |
|
2 |
Shri Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
3 |
Shri Ameet Nalin Parikh |
Non-Executive Director |
The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Companyâs website.
22. Nomination and Remuneration Committee
The members of Nomination and Remuneration Committee of the Company as on 31st March, 2018 are as under:
|
No. |
Name of Director |
Designation |
|
|
1 |
Shri Sandeep Gul Lalwani |
Non-Executive |
Independent Director |
|
2 |
Shri Nikhil Ramesh Parikh |
Non-Executive |
Independent Director |
|
3 |
Mrs. Anjali Harshvardhan Hegde |
Non-Executive |
Independent Director |
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.
23. Particulars of loans, guarantees or investments under section 186
The Company has not given any loan, guarantees or made investments under section 186 to any person or body corporate except loan to employees of the Company as per Companyâs policy for employees and investment in mutual funds.
24. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 except contract with Tranzmute Capital & Management Private Limited to avail professional services, which has been approved by passing resolution at the annual general meeting of the Company held on 31st August, 2015 for a period of five years with effect from 01.10.2015 to 30.09.2020. Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).
25. Managerial Remuneration
Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).
26. Secretarial Audit Report
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure-F).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
27. Corporate Governance Certificate
The Compliance certificate from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance of conditions of corporate governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed with corporate governance report (Annexure-I).
28. Code of Conduct
The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have affirmed their compliance of code of conduct.
29. Risk management policy
In todayâs economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companyâs risk management is embedded in the business processes. Your company has identified the following risks:
30. Directorsâ Responsibility Statement
Your Directors state thatâ
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 directors 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 and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the 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 directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations.2015:
The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 from time to time.
32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has been employing about 7 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.
33. Acknowledgements
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.
By Order of the Board of Directors
Ajay Naishad Desai AjayNalin Parikh
Executive Director Executive Director
DIN: 00452821 DIN: 00453711
Dated : 22/05/2018
Registered Office:
Plot No.43/1, Village: Nurpura,
P.O. Baska, Tal. Halol - 389 350
Dist. Panchmahals, Gujarat
Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. Financial summary or highlights/Performance of the Company
The financial results for the year are as under: [Rupees in Lacs]
|
PARTICULARS |
YEAR ENDED 31.03.2016 |
YEAR ENDED 31.03.2015 |
|
Sales and other Income |
6734.86 |
4016.02 |
|
Profit before depreciation |
916.52 |
(400.41) |
|
Less: Depreciation |
344.58 |
388.61 |
|
Profit/(Loss) of the year |
571.94 |
(789.02) |
|
Less: Provision for tax |
124.00 |
1.39 |
|
Provision for deferred tax |
(32.18) |
(36.47) |
|
Profit/(Loss) after taxation |
480.12 |
(753.94) |
|
Balance brought forward from previous year |
918.52 |
1672.46 |
|
Arrears of Depreciation |
28.88 |
NIL |
|
Balance carried to balance sheet |
1369.76 |
918.52 |
2. Dividend
Your Board does not recommend any dividend for the financial year 2015-16.
3. Reserves
Your Board does not propose to carry to any reserves for the financial year 2015-16.
4. Brief description of the Companyâs working during the year/State of Companyâs affair
Total turnover during the year 2015-16 increased by Rs.2719.90 lac (68.12%) compare to previous year 2014-15 and there is profit of Rs.480.12 lac (after tax) during the year 2015-16 against loss of Rs.753.94 lac (after deferred tax) in previous year 2014-15.
5. Change in the nature of business, if any
There is no change in the nature of business during the financial year 2015-16.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
11. Deposits
Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.
12. Statutory Auditors
M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.
The Company has obtained a letter of consent and also a certificate under section 139 and 141 of the Companies Act, 2013 from the Auditors to the effect that, their appointment, if made would be within the limits prescribed in the said section.
13. Auditorsâ Report
The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditorsâ report for the year 2015-16.
14. Share Capital
During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.
15. Extract of the annual return
The extract of the annual return in Form No. MGT - 9 forming part of the Boardâs report is attached herewith as (Annexure-E)
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)
17. Corporate Social Responsibility (CSR)
As net worth of the Company is below rupees five hundred crore or turnover is below rupees one thousand crore or a net profit is below rupees five crore during the preceding financial year ended on 31st March, 2015, section 135 of the Companies Act, 2013 is not applicable and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2015-16.
18. Directors & Key Managerial Personnel
(A) Shri Ajit Singh Bubber, Non-Executive Director and Shri Hardip Singh Bubber, Non-Executive Director retire by rotation at the ensuing annual general meeting and being eligible offered themselves for re-appointment as Directors.
Mr. Vishal Sharma, Chief Financial Officer resigned on 15.05.2015. Your Company appointed Shri Rajendra Kantilal Bhavsar as Chief Financial Officer during the year.
B) Declaration by an Independent Director(s) and re- appointment, if any_
A declaration, by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.
Shri Ajit Singh Bubber, Non-Executive Director and Shri Hardip Singh Bubber Directors of the Company retiring by rotation and eligible for re-appointment have given their consent and declaration under form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Details of Shri Ajit Singh Bubber and Shri Hardip Singh Bubber seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is attached herewith (Annexure- F)
C) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:
i. General understanding of the Companyâs business;
ii. Educational back ground and experience:
iii. Personal and professional ethics, integrity and values;
iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
19. Number of meetings of the Board of Directors
During the year from 1st April, 2015 to 31st March, 2016 the Board of Directors met five times on the following dates:
|
Sr |
Date |
Board Strength |
No. of Directors Present |
|
1 |
29-05-2015 |
9 |
6 |
|
2 |
12-08-2015 |
9 |
5 |
|
3 |
02-11-2015 |
9 |
6 |
|
4 |
03-02-2016 |
9 |
3 |
|
5 |
12-02-2016 |
9 |
7 |
20. Audit Committee
The members of the Audit Committee of the Company are as under:
|
No. |
Name of Director |
Designation |
|
1 |
Shri Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
2 |
Shri Nikhil Ramesh Parikh |
Non-Executive Independent Director |
|
3 |
Shri Ameet Nalin Parikh |
Non-Executive Director |
There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.
21. Details of establishment of vigil mechanism for directors and employees
The Board has appointed the following persons as members of vigil committee:
|
No. |
Name of Director |
Designation |
|
1 |
Shri Ajay Naishad Desai |
Whole-time Director |
|
2 |
Shri Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
3 |
Shri Ameet Nalin Parikh |
Non-Executive Director |
The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on the Company''s website.
22. Nomination and Remuneration Committee
The members of Nomination and Remuneration Committee of the Company are as under:
|
No. |
Name of Director |
Designation |
|
1 |
Shri Sandeep Gul Lalwani |
Non-Executive Independent Director |
|
2 |
Shri Nikhil Ramesh Parikh |
Non-Executive Independent Director |
|
3 |
Mrs. Anjali Harshvardhan Hegde |
Non-Executive Independent Director |
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.
23. Particulars of loans, guarantees or investments under section 186
The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Company''s policy for employees.
24. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013 except contract with Tranzmute Capital & Management Private Limited to avail professional services, which has been approved by passing resolution at the annual general meeting of the Company held on 31st August, 2015 for a period of five years with effect from 01.10.2015 to 30.09.2020. Form No. AOC -2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).
25. Managerial Remuneration
Disclosures pursuant to section 197(12) of the Companies Act,2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).
26. Secretarial Audit Report
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta & Co., a company secretary in practice enclosed herewith (Annexure-D).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
27. Corporate Governance Certificate
The Compliance certificate from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance of conditions of corporate governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been annexed with corporate governance report.
28. Code of Conduct
The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have agreed to follow compliance of code of conduct.
29. Risk management policy
In today''s economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company''s risk management is embedded in the business processes. Your company has identified the following risks:
|
Key Risk |
Impact to Axtel Industries Ltd |
Mitigation Plans |
|
Commodity Price Risk |
Risk of price fluctuation on basic raw materials like steel, components, power as well as finished goods used in the process of manufacturing. |
The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods. |
|
Uncertain global economic environment - slow growth in global economy |
Impact on demand and realization of exports of food processing plant and machinery. |
The Company has potentiality in domestic market and the people do not compromise on food and it will not affect much. |
|
Interest Rate Risk |
Any increase in interest rate can affect the finance cost. |
Dependence on debt is very minimum and we have enough funds to meet the need arises. |
|
Foreign Exchange Risk |
Any volatility in the currency market can impact the overall profitability. |
The Company has potentiality in domestic market. In case of major fluctuation either upwards or downwards, the effect will be minimal. |
|
Human Resources Risk |
Your Companyâs ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company |
By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years. |
|
Competition Risk |
Every company is always exposed to competition risk. The increase in competition can create pressure on margins, market share etc. |
By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service. By introducing new product range commensurate with demands your company plans to mitigate the risks so involved. |
|
Compliance Risk - Increasing regulatory Requirements. |
Any default can attract penal provisions. |
By regularly monitoring and review of changes in regulatory framework. |
|
Industrial Safety, Employee Health and Safety Risk. |
The engineering industry is exposed to accidents and injury risk due to human negligence. |
By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee. |
30. Directors'' Responsibility Statement
Your Directors state 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 directors 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 and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the 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 directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has been employing about 7 women employees in various cadres within the factory premises. The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.
32. Acknowledgements
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of Baroda and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.
By Order of the Board of Directors
Ajay Naishad Desai Ajay Nalin Parikh
Executive Director Executive Director
DIN: 00452821 DIN: 00453711
Dated : 01.08.2016
Registered Office:
Plot No.43/1, Village: Nurpura, P.O. Baska,
Tal. Halol - 389 350, Dist. Panchmahals, Gujarat
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the twenty second annual
report together with the audited statement of accounts for the year
ended 31st March, 2014,
[1] FINANCIAL RESULTS:
The financial resufts for the year are as under
[Rupees in Lacs]
Year Ended Year Ended
31.03.2014 31.03.2013
Sales and other Income 4833.64 6072.50
Profit before depreciation 695.78 632,42
Less: Depreciation 279,82 131,57
Profit of the year 415.96 500,85
Less: Provision for current tax 84.87 149.02
Provision for deferred tax 54,71 13.89
Profit after taxation 276.38 337.94
Balance brought forward from previous year 1396.08 1058,14
Balance carried to balance sheet 1672.46 1396,08
[2] DIRECTORS:
Shri Shrl Ajlt Singh Bubber and Shri Hardlp Singh Bobber Directors of
the Company, retire by rotation at the ensuing annual general meeting
and being eligible, offer themselves for reappointment.
The Company has received a notice under section 160 of the Companies
Act,2013 for the appointment of Shri Sandeep Lalwani, who retires by
rotation at the ensuing annual general meeting, as Independent Director
of me Company. The Board recommend to appoint him.
[3] DIRECTORS' RESPONSIBILITY STATEMENT: Your Board states that:
1. in the preparation of the annual accounts for the year ended 31"
March, 2014, the applicable accounting standards had been followed and
there had been no material departures from the said standards except
mentioned in notes to the account.
2. the directors 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 ihe Company as at 31" March, 2014 and of the profit of the Company
for the year ended on that day,
3. the directors had taken proper and sufficient care for the
maintenance of adequate accounting statement 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.
4. the directors had prepared the annual account for the year ended
31" March, 2014 on a going concern basis.
[4] REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance as required under clause 49
of the listing agreemen: with the stock exchange has been included
separately in the annual report.
[5] AUDITORS:
M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing General Meeting and
are eligible for reappointment.
The Company has obtained a letter of consent and also a certificate
under section 139 and 141 of the Companies Act, 2013 from the Auditors
to the effect that, their appointment, if made would be within the I T
is crescmoec - me said section.
[6] AUDITORS' REPORT:
The observations ot the Auditors are explained, wherever necessary - a-
apporopriate to the Audited Stalement of Accounts.
[7] PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 [2A] of
the Companies Act, 1956 read with the Companies [Particulars of
Employees] Rules, 1975 is Nil,
[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
S FOREIGN EXCHANGE INCOME AND OUTGO:
Information in accordance with the provision of 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 regarding
conservation of energy, technology absorption, loreign exchange income
and outgo is given in Annexure-A attached herewith.
[9] ACKNOWLEDGEMENT:
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the Bank of Baroda and all other statutory
and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and
appreciation to the members for fhelr trust and confidence shown in the
Company,
The Board of Directors would like to especially thank all the employees
of the Company for their dedication and loyalty.
On behalf of Ihe Board ot Directors
Date : 11.08.2014
Registered Office :
Plot No.43/1, Village: Nurpura, [Ajsy Desai]
R.O. Baska, Tal. Halol - 389 350 Executive Director
Dist. Panchmahals, Gujarat
[Ajay Parlkh]
Executive Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the tweny first annual report
together with the audited statement of accounts for the year ended 31st
March, 2013.
[1] FINANCIAL RESULTS:
The financial results for the year are as under:
[Rupees in Lacs]
Year Ended Year Ended
31.03.2013 31.03.2012
Sales and other Income 6087.56 5948.28
Profit before depreciation 633.05 533.66
Less: Depreciation 131.57 86.64
Profit of the year 500.85 447.02
Less: Provision for taxation 162.91 145.44
Profit after taxation 337.94 301.58
Balance brought forward from previous year 1058.14 756.56
Balance carried to Balance Sheet 1396.08 1058.14
[2] DIRECTORS:
Shri Ameet Nalin Parikh and Shri Kirit Kumar Pathak, Directors of the
Company, retire by rotation at the ensuing annual general meeting and
being eligible, offer themselves for reappointment.
[3] DIRECTORS'' RESPONSIBILITY STATEMENT:
Your Board states that:
1. in the preparation of the annual accounts for the year ended 31st
March, 2013, the applicable accounting standards had been followed and
there had been no material departures from the said standards except
mentioned in notes to the account.
2 the directors 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 as at 31st March, 2013 and of the profit of the Company for
the year ended on that day.
3. the directors had taken proper and sufficient care for the
maintenance of adequate accounting statement 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.
4. the directors had prepared the annual account for the year ended
31st March, 2013 on a going concern basis.
[4] REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance as required under clause 49
of the listing agreement with the stock exchange has been included
separately in the annual report.
[5] AUDITORS:
M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and are eligible for
reappointment.
The Company has obtained a certificate under section 224 [1B] of the
Companies Act, 1956 from the Auditors to the effect that, their
appointment, if made would be within the limits prescribed in the said
section.
[6] AUDITORS''REPORT:
The observations of the Auditors are explained, wherever necessary, in
an appropriate notes to the Audited Statement of Accounts.
[7] PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 [2A] of
the Companies Act, 1956 read with the Companies [Particulars of
Employees] Rules, 1975 is Nil.
[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE INCOME AND OUTGO:
Information in accordance with the provision of 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 regarding
conservation of energy, technology absorption, foreign exchange income
and outgo is given in Annexure-A attached herewith.
[9] ACKNOWLEDGEMENT:
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the Bank of Baroda and all other statutory
and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and
appreciation to the members for their trust and confidence shown in the
Company.
The Board of Directors would like to especially thank all the employees
of the Company for their dedication and loyalty.
On behalf of the Board of Directors
Date: 23.05. 2013
Registered Office : sd.
Plot No.43/1, Village: Nurpura, [Ajay Desai]
P.O. Baska, Tal. Halol - 389 350 Executive Director
Dist. Panchmahals, Gujarat sd.
[Ajay Parikh]
Executive Director
Mar 31, 2012
The Directors have pleasure in presenting the Twentieth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2012.
[1] FINANCIAL RESULTS:
The financial results for the year are as under:
[Rupees in Lacs]
Year Ended Year Ended
31.03.2012 31.03.2011
Sales and other Income 5948.28 5410.95
Profit before depreciation 533.66 498.34
Less: Depreciation 86.64 66.77
Profit of the year 447.02 431.57
Less: Provision for taxation 145.44 189.22
Profit after taxation 301.58 242.35
Balance Brought forward from previous year 756.56 514.21
Balance carried to Balance Sheet 1058.14 756.56
[2] DIRECTORS:
Shri Hardip Singh Bubber and Shri Ajit Singh Bubber, Directors of the
Company, retire by rotation at the ensuing annual general meeting and
being eligible, offer themselves for reappointment.
Shri Sandeep Lalwani was appointed as Additional Director with effect
from 8th November,2011. He is chartered accountant having experience of
about 22 years. The Company has received a notice under section 257 of
the Companies Act, 1956 to appoint him as director of the Company.
[3] DIRECTORS' RESPONSIBILITY STATEMENT: Your Board states that:
1. in the preparation of the annual accounts for the year ended 31st
March, 2012, the applicable accounting standards had been followed and
there had been no material departures from the said standards except
mentioned in notes to the account.
2 the directors 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 as at 31st March, 2012 and of the profit of the Company for
the year ended on that day.
3. the directors had taken proper and sufficient care for the
maintenance of adequate accounting statement 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.
4. the directors had prepared the annual account for the year ended
31st March, 2012 on a going concern basis.
[4] REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance as required under clause 49
of the Listing Agreement with the Stock Exchange has been included
separately in the Annual Report.
[5] AUDITORS:
M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and are eligible for
reappointment.
The Company has obtained a certificate under section 224 [1B] of the
Companies Act, 1956 from the Auditors to the effect that, their
appointment, if made would be within the limits prescribed in the said
section.
[6] AUDITORS REPORT:
The observations of the Auditors are explained, wherever necessary, in
an appropriate notes to the Audited Statement of Accounts.
[7] PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 [2A] of
the Companies' Act, 1956 read with the Companies [Particulars of
Employees] Rules, 1975 is Nil.
[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE INCOME AND OUTGO:
Information in accordance with the provision of 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 regarding
conservation of energy, technology absorption, foreign exchange income
and outgo is given in Annexure-A attached herewith.
[9] ACKNOWLEDGEMENT:
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the Bank of Baroda and all other statutory
and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and
appreciation to the members for their trust and confidence shown in the
Company.
The Board of Directors would like to especially thank all the employees
of the Company for their dedication and loyalty.
On behalf of the Board of Directors
Date: 25th May, 2012
Registered Office : sd.
Plot No.43/1, Village: Nurpura, [Ajay Desai]
P.O. Baska, Tal. Halol - 389 350 Executive Director
Dist. Panchmahals, Gujarat sd.
[Ajay Parikh]
Executive Director
Mar 31, 2010
The Directors have pleasure in presenting the Eighteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March. 2010.
[1] FINANCIAL RESULTS:
The financial results for the year are as under:
[Rupees in Lacs]
Year Ended Year Ended
31.03.2010 31.03,2009
Sales and other Income 2707.88 3356.57
Profit before depreciation 172.14 345,07
Less: Depreciation 65.23 55.95
Profit of the year 106.91 289.12
Less: Provision (or taxation & FBT 40.56 97.51
Profit after taxation 66.35 191.61
Balance Brought forward
from previous year 447.86 256.25
Balance carried to Balance Sheet 514.21 447.86
[2] DIRECTORS:
Your Board regrets to inform you that Shri Natin Parikh, Director of
your Company passed away on 19th September, 2009. He had shared his
wide technical knowledge with the company during his tenure as Director
of the Company.
Shri Ameet Parikh was appointed as additional director of the Company
on 01st December, 2009. The Com- pany has received a notice u/s 257 of
the Companies Act, 1956. for his appointment as Director of the Com-
pany at the ensuing annual general meeting. Your Board recommends his
appointment as Director.
Shri Kiritkumar Pathak and Shri Hardip Singh Bubber, Directors of the
Company, retire by rotation at the ensuing annual general meeting and
being eligible, offer themselves for reappointment.
[3] DIRECTORS RESPONSIBILITY STATEMENT: Your Board states that:
1. in the preparation of the annual accounts for the year ended 31st
March, 2010, the applicable accounting standards had been followed and
there had been no material departures from the said standards except
mentioned in notes to the account.
2 the directors 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 as at 31 st March, 2010 and of the profit of the Company
for tha year ended on that day.
3. the directors had taken proper and sufficient care for the
maintenance of adequate accounting statement 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.
4. the director had prepared the annual account for the year ended
31ST March, 2010 on a going concern basis.
[4] REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance as required under clause 49
of the Listing Agreement with the Stock Exchange has been included
separately in the Annual Report.
[5] AUDITORS:
M/s. V.K. Shastri & Co., Chartered Accountants, Auditors of the Company
retire at the ensuing Annual General Meeting and are eligible for
reappointment,
The Company has obtained a certificate under section 224 [1B] of the
Companies Act. 1956 from the Auditors to the effect that, their
appointment, if made would be within the limits prescribed in the said
section.
[6] AUDITORS REPORT:
The observations of the Auditors are explained, wherever necessary, in
an appropriate notes to the Audited Statement of Accounts.
[7] PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 [2A] of
the Companies Act, 1956 read with the Companies [Particulars of
Employees] Rules, 1975 is given in Annexure -Aattached herewith.
[8] PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE INCOME AND OUTGO:
Information in accordance with the provision of Section 217 [i] [e] of
the Companies Act, 1956 read with the Companies [Disclosure of
Particulars in the Report of Board of Directors] Rules, 1988 regarding
conservation of energy, technology absorption, foreign exchange income
and outgo is given in Annexure-B attached here- with.
[9] ACKNOWLEDGEMENT:
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the State Bank of India and all other
statutory and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and
appreciation to the members for their trust and confidence shown in the
Company.
The Board of Directors would like to especially thank all the employees
of the Company for their dedication and loyaity.
On behalf of the Board of Directors
Date: 29.05.2010
Registered Office : sd.
Plot No.43/1, Village: Nurpura, [Ajay Desai]
P.O Baska, Tal. Halol - 389 350 Executive Director
Dist. Panchmahals, Gujarat sd.
[Ajay Parikh]
Executive Director
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