Mar 31, 2024
The Roai''d of Directors hereby submits the 39''11 Annual Report of your Company (âthe Companyâ), together with the audited financial statement, for the financial year ended on March 3 1,2024 (''Year'' or âFinancial Yearâ).
Financial Results: ___
f At twr Indian Arrmintino SltanHarrlc^ C-Vintiiinl in I fkLrhl
|
Particulars |
For [lie year ended March 3i. 2024 |
For the year Ended March 31,2023 |
|
|
0) |
Revenue from operations and other income |
5,316.99 |
5.278.05 |
|
m |
Gross Profit before Finance Cost, Depreciation and ''luxation (PRIDT) |
719.11 |
723.64 |
|
Less; Finance Cost |
2.51 |
1.05 |
|
|
till) |
Profit before Depreciation anti Taxation |
716.60 |
722.59 |
|
Less : Depreciation |
53.32 |
75. Ill |
|
|
(iv) |
Profit Before Tax (PBT) |
65 3.28 |
647.41 |
|
(V) |
Less: Provision for Taxes: |
||
|
(a) Current Tax |
169.49 |
373.01 |
|
|
(b) Prior Year Tax |
(2.09) |
10.47 |
|
|
(c) Deferred Tax |
(20.7*) |
(14.86) |
|
|
(Vi) |
Pro fir after Tax (PAT l PAID!) |
506.66 |
478.79 |
Operational performance: -
The Company continues to specialize in the manufacturing of investment easting products and lias expanded its revenue streams through windmill turbines. With a robust production eapadly. the Company now supplies over 5000 different types of castings in both as-cast and fully machined conditions, These products cater to a wide range of eng i nee ring applications, including pumps and valves, defense, oi I a nd re finciy, fire contro I eq u i pment, and autoraobi I es, amoti g oth ere.
Financial performance: -
The financial year 2023-24 marked a steady performance for the Company, with revenue reaching Its. 5,3 i 6.99 lakh, reflecting a modest increase from the previous year. The Gross Profit before Finance Cost, Depreciation, and taxation (PRIDT) was Its. "19.11 lakh, maintaining stability co m pared to the prior year. The Company successfully managed its finance costs, which remained minimal at Rs. 2.51 lakh. Profit R^foiv Tax (fâRT) saw a slight improvement to R.s, 653.28 I akb. and after accounting for taxes, the Profit After Tax (PAT), rose to Fts, 506,66 lakh, up from Rs, 47H.79 lakh in the previous year, 1 fuse figures highlightthe Company''s resilience and effecti ve cost m anagement, leadi ng to su sta i ned p rofi fab i I ity.
This strong financial and operational performance Underscores the Company''s commitment to maintaining a competitive edge in the market and delivering consistent value to its stakeholders. The Board remains ops i mi Stic about the future prospects of the Company and will continue to explore new opportunities for growth and innovation.
No material changes or commitments have transpired between the end of the financial year and the date of this report that would impact the Companyâs financial standing.
fhe Audited Standalone Financial Statements of die Company, along with all necessary attaclimenls, have been part of the Annual Report for die year 2023-24. T his complete report is accessible on the Company''s official website at ww w.creatLte-cast.etim.
Dividend; _
The Board of Directors is delighted to propose a final dividend of Rs. 10 per equity share having a face value of Rs. I© each (¦4*@ 100%) for the financial year 2023-24. This dividend will be paid to the members whose names are appear in the Register of Members as of the Record Date, subject to approval by the members at the ensuing 39" Amina l General Meeting.
The proposed Dividend, if approved during die 39â Annual General Meeting of the Company, will noi be subjected to dividend distribution tax. as it has been eliminated. However, it wffl be subject io Tax Deducted at Source (IDS) in accordance widi the applicable rates, as specified in the notice for tile 39" AGM.
Tra n s t''c r to Reserve: -
The Company''s Board of Directors has decided not to transfer any funds to the Reserves for the financial year being rev tewed.
Shark: Capita!; -
There were no changes carried out in (he capital structure of the Company during the year wider review.
Investor Education and Protection l and flEPk): -
The Company''s Retard of Directors affirms that there are no pending amounts to he transferred to the Investor Education and Protection fund for (he year under consideration,
Meetings of the Board.; -
Throughout rhe year, the Board of Directors met regularly to rev tew the Company''s performance, discuss various bu si it ess strategics, and address important issues. During The financial year ending March 31,2024, four meet mgs of the Board of Directors were periodically convened and held on May 29. 2023, August 12, 2023, November 4; 2023 and February 10, 2024, wherein following Directors were present;
|
Sr. No* |
Name of The Direelors |
29(0572023 |
12,08/2023 |
04/11,2023 |
10.''02,''''2024 |
|
01 |
D. H. Dand |
P |
P |
P |
P |
|
02 |
It. It. Bambbania |
P |
P |
P |
P |
|
03 |
S. V. Vflisbmtv |
P |
P |
P |
P |
|
04 |
J. S. Thanki |
P |
A |
P |
P |
|
05 |
H. N. Ysdgania |
P |
P |
P |
P |
|
06 |
P.2, Doshi |
A |
P |
A |
A |
|
07 |
R, A. Gardi |
A |
P |
A |
P |
|
OS |
13. R. Sureja |
P |
A |
P |
A |
|
09 |
K. D. Panehamiya |
P |
A |
A |
P |
|
10 |
R.S. Tilvti |
A |
A |
P |
A |
âPâ Jennies âPresent" umj âA" denotes â''Absent with Leave".
Changes in Directors & key Managerial Personnel (KM 1â): -
ft) Appointment;
During the year under review. Mr. Rajau Rartmiklai Rnmbhama (DIN 00146211) was reappointed as the Managing Director of''the Company, with his term extended until March 31, 2029. Similarly, Mr. Siddharth VaLJtibhbbtii Vaishnav (DIN. 00169472) w as reappointed as (he Whol^Time Director of the Company, also until March 31.2029
Additionally, Mr. Bhavesh Ratilal Snreja (DIN; 00I69N&3), Mr. Ketan Dmeshchandia Paochamiya (DIN; OS 193255), Mr, RuinniklaL Savjibhai Tilvil (DIN: OS 193201), and Mrs. Ruta Aiaybhai thirdi (DIN: 08193233) were reappointed as Independent Directors of the Company. with their terms ex (ended until September 23, 2023.
(ii) Cun Imitation of AppoinlineM;
In compliance with Regulation 17f IA> of the Securities. and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ijslEBl Listing Regulations"), fre continuation ofdi rectorship for any non-executive three (or who has reached the age of 75 years requires the approvtd of shareholders duo ugh a special resolution. Accordingly, at die 33" Annual Genera! Meeting held oti September 23. 2023. the Company passed a special resolution ttp proving the com diktat ion of directorship for Mr. Dhirubhai J-faribhai DandfDlN: 002 *4 065) and Mr. Ramniklal SavjibhaiTilva (DIN: OS 193261), who will reach i lie age of 75 years on June 1.2024. and May 6,202 J, respectively.
fill) Cessations:
fit ere were no instances of ccssarion of Directors or Key Managerial Personnel (KMPs) during (he period under review, fiv) Retire by Rotation;
Tn accordance with the provisions of Section 152 of the Companies Act, 2013, and the Companyâs Articles of Association, Mr. Dhirubhai Haribhai Dand (DIN: 002S4065), Director, is liable to retire by rotation at the forthcoming .39" Annual General Meeting. Being eligible, he has offered him self for reappointment, and (lie Board has recommended his reappointment as a Director of the Company.
The disclosures required under Regulation 36 of the SERI Listing Regulations and (he Secretarial Standard on General Meetings (âSS-21) are provided in the Notice nf this ACM, forming part of the Annual Repmt.
Declaration by I n d l1 p-L- n d u 111 Director*? -
Tits Company tins received declarations 1 co^Ennatiotis from all rhe Independent Directors of the Company as requite under Section I4y>(.7) of the A el read with Rule ti of the Companies {Appointment and Qualifications of Directors} Rules, 2(11 I and Regulation 25(8) of the SEBI Listing Regulations. Furthermore, the independent Directors have adhered to the Code of Independent Directors as slipulaled in Schedule IV of [he Act.
Formal annual evaluation and its criteria:_
Pursuant lo the provisions ol"the Act. SERI Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Commiltee (âNRC") find the Board hn& carried out the annual performance evaluation of the Board, its Co mini [tees and individual Directors by way of individual and collective feedback front Directors. The Independent Directors have also carried oaf annual per form a nee evaluation of (he Chairperson, the non-independent direetors and the Hoard as a whole. Structured questionnaires Covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out rhe evaluation process. The Directors expressed their satisfaction with the evalnation process.
Criteria adopted for evaluation: i-.
(i) The Board shall evaluate the roles, functions, duties of Independent Directors (IDs! of the Company. Each ID shall be evaluated by all other directorsâ not by the Director being evaluated. The Board shall also review the manner m which ID''s follow guidelines of professional conduct,
(ii) Performance review of all the Non-Independent Directors of the Company on the basis of the activities undertaken by them, expectation of Board and level of participation.
till) Performance review of the Chairman of the Company in terms offevel of competeneeo felia irnun in steering the Company.
(iv) The review and ussif-ssment of the flow of information by (he Company to the Board and the manner in which die deliberations take place, the manner of placing (lie agenda and the contents therein.
(v) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be curried out by ihe Board.
(vi) On the basis of performance evaluation, il shall be determined by the Nomination and Remuneration Committee and the Hoard whether to extend or continue the term of appointment of ID subject io all other applicable com pi ia nets,
Committees: _
The Company has established essential Committees, namely the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, as mandated by Sections 177 and 178 of the Companies Act, 2()t3. The Board consistently assessed tile pci1 ion nance of these Committees io enhance their efficiency and ensure alignment with liie stipulations of the Companies Act. 2(113. and the HE Ri Listing Regulations,
Comprehensive information concerning these jComniitfecs, including iheir composition, meetings, and attendance'' records, are detailed within the Corporate Governance Report. This report is an integral part of this report.
Policy on Directors'' Appointnienl arid Policy on Remuneration: -
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required for the Board us a whole: and its individual members with Ihe objective pf having a Board with diverse backgrounds anti experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.
Pursuant to Section 134( 5 He) read with Section 17 8(3} ife (4) of the Companies Act. 2013, the policy governing the appointment of Board members, which encompasses the criteria for assessing qualifications, positive attributes, director independence, and the policy governing the remuneration of Directors, Key Management Personnel (KMP), and other employees, is accessible on the Company''s official website: http: ¦¦''¦''www.crcativc-east.com Reports-âNARP.PDF. There have been no revisions lo the policy since ihe previous year,
Particular''- of Employees; -
The particulars of employees are given io An»lar# - âAâ to this Report as required under Section 1^7(12) of the Companies Act. 2D I 3 read with the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2(114,
Also, Statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5( 2) of ihe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a pun of Annex u re-tV Aâ,
Directors'' Responsibility statement: --
Pursuant to Section I34p) of the Companies .Act. 2UI3, the Board of Directors, to the best of iheir knowledge anti abilitv.
confirm that:
(1) in the preparation offline annual accounts of the Company for the year ended on March 31; 2024, die applicable accounting
standards had been followed along with proper explanations relating to material departures for tire same;
|ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;
(ill) tlu* Directors hod taken proper and sufficient care lor the maintenance ol''adetfiiale accounting records hi accordance with the provisions of this Act for safeguarding the assets of the Company and for prev enting and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on a going concern basis:
(Vj the Directors had bid down internal financial control'', to he followed hy the Company and that such internal financial controls tur adequate and were operating effectively: and
fyij the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Adequacy of Internal financial coni rols with reference luthe financial statements:-
Section 134(5)k) uf the Companies A el, 2013 read with Rule iiil of Companies I Accounts! Rules, 2014 re-emphasizes
the re''e''d for an effective Internal Financial Control system in I lie Company which should he adequate and shall operate effectively. The Company has devised proper system of internal financial control which comment; urate with size and nature of Business anti statutory auditors have reviewed the internal control system and made separate report thereon forming part of Auditorsâ report appended in this report.
Deposits:-
During the financial vear 2023 -2 4, your Company h:is not accepted any deposits within the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance ofDebpsitsj Rules, 2014.
Loan*, Investments, Gun run tees mid Securities: -
During tiie linaiieial year, the Company did not provide any loans, nor did it offer any securities or guarantees in connection with loans, as out lined under Section I K6 of the Companies Act. 2013- Furthermore, details of the investments made by Lite Com pan v are provided in Notes No. 6 and 10 of the Financial Statements. Which arc self-explanatory.
Related PartyTransactions (RPTbJu -
During the linaiieial year, all contracts, arrangements, or transactions executed by the Company with related parties were conducted in the ordinary course of business and on an arm''s length basis. The details of these related party transactions are provided in I orrn AOC-2- enclosed as AiincKiirc - lâU" in comp I i ante with Section 134( 3)tli) of tile Companies Act. 2013. read with Rule Ji|2) of the Companies (Accounts} Rules, 2014. Additionally, a comprehensive disclosure 6f related party transactions, as required under Itid AS 24, is included iit the accompanying financial statement*;
The Board hits adopted a polity governing related party transactions, which is available on the Company''s website.''I be amended policy cun be accessed via the following web Sink: hups:- ''w w w, c rea I i v coast .bon TRcp oifts Po]kyReleledP artyTranMctiba52y052023.PDF. T he Company conducts related parry transactions, when necessary, in accordance with this policy. Et is important to note that the policy was revised to align with the updated SFBE Listing Regulations, and the amendments were approved during the Hoard meeting held on May 29,2023. The revised policy is hosted at the afore mem in tied link.
During lire year under review, the Company did not enter into any materially significant related party transaeLions that eouEd potentiiilly conflict with the interests oflhc Company, Furthermore, there were no financial transactions or relationships between the Independent Directors and the Company during the period,
Corporate Social Responsibility f''CSR''l: -
The obligation to spend on Corporate Social Responsibility (CSR) activities became applicable to the Company for the first time during this financial year hi re spun so, die Board of Directors approved the CSR policy through a Circular Resolution, which was subsequently noted at the Board meeting held on November 4. 2023. Given that the Company''s CSR obligation is less than *5(1,0$ iakhs, rbe Board has not constituted a CSR Committee, ns permitted under Section 135(9) of the Companies Act. The contents of the CSR Policy, and the report on CSR activities carried, out during the financial year ended March. 31, 2024, are provided in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 20!4, and is annexed herewith as Anncxure - "Câ.
Conservation of energy. technology absorption, foreign exchange earnings and outgo;-
The disclosure of particulars with respeel to cunserval ion of energy, a Statement g''hing details uf Technology Absorption. Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(.:)(m) of the Companies Act. 2013 read with Rule H(3) oflhc Companies (Accounts) Rules, 2(114 is annexed hereto as A mi exit re - â1>".
Risk Management:-
The assessment and management of business risks are continual processes within the Company. The management regularly reviews risk assessments with the aim of mitigating potential threats. Tire Overarching objective of risk management is to safeguard the organization''s tangible and human assets, ensuring the seamless continuation of its operations.
As of now, ihe Company is not obligated to establish a Risk Management Committee of Directors in accordance with the provisions outlined in Regulation 21 oftheSFiDT Listing Regulations.
Vigil Mechanism: -
To ensure high level of honesty, integrity and ethical behavior amongsl its employees, the Company has established a Vigil Mechanism in compliance with the provisions of section 177(9) of the Companies Act, 2013 read with nd-e 7 of Companies (Meeting of Board and its powers) Rules, 2014, for the directors and employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimization of employees and directors and also provides for direct access to the chairperson of Audit Committee,
The synopsis of the policy has been disclosed in the Corporate Governance Report, which is a part of this report and is available o n h it p: //ww w. creal i ve -cast, com ¦ Re po rts^Vi gi 1M. PDF.
Auditors: _
(i) Statutory Auditor:
M/s; J, C, Ranpure & Co.t Chartered Accountants, Rajkot, were appointed as the Statutory Auditors of the Company at the 35th A( JM for a term of five years, extending up to the conclusion of the 40th ACM.
The report by NT''s, J. C. Rtinpura it Co. on die audited financial statements lor the year ended March .11, 2024, along witli the accompanying notes, is self-explanatory and does not require any additional comments from the Board, The Auditors'' Report is free from any qualifications, reservations, or adverse remarks.
During the year under review. Hie Auditors did not report tiny fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
(ii) Secretarial Auditor:
In accordance with See Lion 204 of the Companies Aei, 201 3, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Mayor Rulia, proprietor of M. Bulia & Co., Practicing Company See re lari es, Vadodara, was appointed as ihe Secretarial Auditor for the financial year 2023-24. The Secretarial Audit Report, submitted it) the prescribed form MR-3, is attached us AlMCMITie - 41Lâ mid forms part of this Report.
The Secretarial A ltd it Report contains qualifies Li on. obsen atiori, or adverse remark that requite explanations from the Board, as outlined below:
* Due to an oversight, the filing of 1 urm 111PT-2 was delayed. The necessary corrective actions will be taken m due course.
Annual Secretarial Compliance Report -
Pursuant to Regulation 24A qfSEBl Listing Regulations, your Company has submitted the Annual Secretarial Compliance Report for the financial year ending on March 3 1.2024. this report has been issued by CS Mayor Hutu, proprietor of M. EJuha # Co., Practicing Company Seerehiries. Vadodara, and was submitted to BSE Limited With lit the prescribed timeline.
(Hi) Cost Auditor:
The Company has properly maintained its Cost Records, with rbc Annexure to the Cost Records for the financial year ending March 31.2024. being approved by the Board during its meeting on August I 0. 202A, M ''s, Mitesh Suyggiya & Co.. Practicing Cost Accountants. Rajkot, have provided a certiflcateir^port con finning the proper maintenance of cost records as required under Section 14^ of the Companies Act. 2013, and the Companies (Cost Records and Audit) Rules, 20J 4,
it is important to note (hat there was no requirement for a Cost Audit of the aforementioned records during the financial year under review, in accordance with the applicable provisions.
(iv) Internal Auditors:
M''s. Subhash Akhari & Co,. Chartered Accountants, served as the Internal Auditors of the Company, conducting regular audits across all operational areas. The Audit Committee of the Board of Directors consistently reviewed and evaluated the findings of the internal audits conducted by the firm.
Disclosure on compliance witli Secretarial Sluitd^irds: -
Your directors tonFtmi that the applicable Secretarial Standards as issued by the Institute of Company Secretaries (if India, have been complied with.
Munnbtciiivut Disc ussier and Analysis Report: -
The Management''s Discussion and Analysis Report for the year under review, as stipulated tuitfer SEBJ Listing regulations, is annex ed with this Report as Aline sure âPâ".
Curperale Ctivernartre: -
Separate report on Corporate f lovemance along with CECi''CFQ Certifications and Certificate of Company Secretary ir practice on compliance with nouns pertaining to the Corporate Governance are separately annexed with this report as Annexure "Gâ-
Anmsal Return; _
A copy of Annual Return as required under Section 92(3;) and Section 134f3H"a) of the Act has been placed on the website of the Company at www.erentive-eiisi.eom.
Industrial Relations:
The Industrial Relations between the Management and Employees of the Company at all levels continued to be extremely cordial during the entire year. Both the Management as well as Employees have good relations and work for the betterment of the value of the Company.
Business Responsibility and Sustain ability Report: -
l or the financial year ending March 31, 2024. the- Company is not required to Comply with the provisions of Regulation 44 of (lie SEBI Listing Regulation*; related to the submission of a Business Responsibility and Susiai liability Report. As a result, the Company is not obi i gated to provide a separate report on this matter.
Prevention of insider trading and cade of conduct for fair disclosure: -
The Company has adopted a code of conduct for regulating, monitoring and reporting trading by Insiders in securities of the Company. The code regulates, monitors and reports trading by the Designated Persons while in possession of unpublished price sensitive in formation in relation to lire Company;
The Company has also adopted a Code of Practices and Procedures for Fait Disclosure and Conduct of Unpublished prate Sensitive in forma tton to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company. The policy is available on website i.e, w ww,creative -east.com of ibe Company,
Insurance: _
All moveable and fixed Assets are adequately insured.
Other In fur illation: -
(i) The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;
(ii) No fraud has been identified during the financial year;
(HI) No significant material orders were passed by tiie regulators or courts or tribunals impacting the going concern status and Company''s operations in future;
(ivj During tile financial year, your Company has neither issued any kind of Securities nor made buy-back of securities:
(y) Your Company has complied with provisions relating to the constitution of internal Complaints Committee Linder the
Sexual Harassment of Women ut Workplace (Prevention, Prohibition and Rcdressai) Act. 20:13, Your Board states that during the year under review, there were no eases at (he work place filed pursuant to the Sexual harassment uf Women
(Prevention. Prohibition and Rcdressai} Act, 2013. Disclosures in pursuance U> the Sexual Harassment of Women at
Workplace i Prevent ion, Prohibition and Redoes sal) Act, 2013 is provided separately in the Corporate Governance Report;
(Vi) There are no pin Leadings inii i a ted ''pending against your Company under the Insolvency and Dar.kmptcy Code, 20lf>: and (vsj Difference between amount of file valuation done at the time of one time settlement and the valuation done while taking loan from the Fianks or Financial Institutions: Not Applicable,
Human Resource*; _
The high level of motivation of the employees and their identification as well as involvement with the Company is the basis for the creation of a strong team, who continuously advance the Innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the
Company''s corporate culture based on fairness and team spirit. Employees myolvernent in Lite affairs of the Company helps build up a brand value and to achieve she good position.
Certificates: -
The Company fields die followffijg certificates.
(i) ISO 9001:2015. (3) ISO 14001:2015, hj ISO 45001:2018. (4) PED |D14/''68/EU& AD2000 MERKBLATT W0 Certified and (5} iftR Awarded "Well Known Foundry \
Appreciation: _
Yoitr Directors are grateful for (he support and co-operation given by the Shareholders, Government Authorities, Company ''s Rankers. Insurance Company, Employees, Customer''s & Suppliers during the year under review.
for and on behalf of Hoard 5
Dhirtibhai H. Data} Chatman DIN: 00284065 Dolatpara, August 10,2024
Mar 31, 2019
To the Members,
The Board of Directors hereby submits the 34th Annual report of your Company (âthe Companyâ or âCreativeâ), along with the audited financial statement, for the financial year ended on March 31, 2019 (âYearâ or âFinancial Yearâ).
FINANCIAL RESULTS:
(As per Indian Accounting Standards)_ (Amount in Rs.)
|
Particulars |
For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
|
|
(i) |
Revenue from operations and other income |
31,40,56,803 |
34,72,67,797 |
|
(ii) |
Gross Profit before Finance Cost, Depreciation and Taxation (PBIDT) Less : Finance Cost |
5,00,54,778 86,424 |
4,70,58,389 1,10,031 |
|
(iii) |
Profit before Depreciation and Taxation Less : Depreciation |
4,99,68,354 60,06,500 |
4,59,48,358 60,92,843 |
|
(iv) |
Profit Before Tax (PBT) |
4,39,61,854 |
4,08,55,515 |
|
(v) |
Less: Provision for Taxes: (a) Current Tax (b) Deferred Tax |
88,41,250 4,68,026 |
98,71,140 1,36,070 |
|
(vi) |
Profit after Tax (PAT / PAIDT) |
3,46,52,578 |
3,08,48,305 |
COMPANYâS PERFORMANCE & AFFAIRS:
Your Company is manufacturing investment casting products and it has also revenue from wind-mill turbine. Presently, your Company has installed Two wind-mills for leveraging benefits of captive consumption so as to reduce cost of electricity and promote sustainable energy.
Performance highlights of the Company:
- Operational revenue of the Company is reduced by 10.08 percent as compared to previous financial year;
- Similarly, aggregate expenditure of the Company also reduced by 11.85 percent compared to previous year figures;
- PBT of the Company reported upward rise of 7.60 percent as compared to previous year which indicates improvement in the Financial Condition of the Company.
- PAT considerably increased by12.33 percent as against the previous financial year.
During the FY 2018-19, your Company has performed well against the overall industrial performance. The Company has taken all remedial measures for cost reduction, taken steps to increase better sales realization and has taken all steps to improve its sales which will be in the benefit of the company and all stakeholders.
No Material changes and commitments have occurred after the close of the financial year till the date of this report, which affects the financial position of the Company.
DIVIDEND:
The Board of Directors of your company is pleased to recommend a final dividend for the financial year 2018-19 of Rs. 10 per equity share of the face value of Rs. 10 each (i.e. @ 100%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date which is subject to approval of members as at 34th Annual General Meeting.
The recommended Dividend, if declared at 34th AGM of the Company, an amount of Rs. 26,72,189 would be paid as dividend distribution tax on the dividend.
TRANSFER TO RESERVE:
The Board of Directors of your company, had transferred an amount of Rs. 40,00,000 to the General Reserves during the financial year.
SHARE CAPITAL:
There were no changes carried out in the capital structure of the company during the year under review.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
The Board of Directors of the company hereby states that there is no outstanding amount to be transferred to Investor Education and Protection Fund during the year under review.
MEETINGS OF THE BOARD:
Regular meetings of the Board are held to review performance of the Company, to discuss and decide on various business strategies, policies and other issues. During the financial year ended 31st March, 2019, 5 (five) meetings of the Board of Directors were convened and held on May 30, 2018, August 13, 2018, October 05, 2018, November 13, 2018 and January 01, 2019 wherein following Directors were present:
|
SR. NO. |
NAME OF THE DIRECTORS |
30/05/2018 |
13/08/2018 |
05/10/2018 |
13/11/2018 |
23/01/2019 |
|
1. |
D. H. Dand |
P |
P |
P |
P |
P |
|
2. |
R. R. Bambhania |
P |
P |
P |
A |
P |
|
3. |
S. V. Vaishnav |
P |
P |
P |
P |
P |
|
4. |
V. D. Patel |
P |
P |
P |
A |
P |
|
5. |
D. L. Dand |
P |
NA |
NA |
NA |
NA |
|
6. |
N. R. Thanki |
P |
A |
NA |
NA |
NA |
|
7. |
M. P. Khunt (Ms.) |
P |
A |
NA |
NA |
NA |
|
8. |
J. S. Thanki |
P |
P |
P |
A |
P |
|
9. |
N. C. Vadgama |
P |
A |
A |
A |
A |
|
10. |
P. M. Nadpara |
A |
P |
P |
P |
P |
|
11. |
H. N. Vadgama |
P |
P |
A |
A |
P |
|
12. |
V. R. Vaishnav |
P |
P |
P |
P |
P |
|
13. |
R. A. Gardi (Ms.) |
NA |
NA |
A |
A |
P |
|
14. |
B. R. Sureja |
NA |
NA |
P |
A |
A |
|
15. |
K. D. Panchamiya |
NA |
NA |
A |
P |
P |
|
16. |
R. S. Tilva |
NA |
NA |
A |
P |
A |
âPâ denotes âPresentâ and âAâ denotes âAbsent with Leaveâ and âNAâ denotes âNot Applicableâ.
DIRECTORâS & KEY MANAGERIAL PERSONNEL (KMP):
(i) Appointment:
Mrs. Ruta Gardi, Shri Bhavesh Sureja, Shri Ketan Panchamiya and, Shri Ramniklal Tilva were appointed as Additional Directors of the Company, in the meeting of Board of Directors held on August 13, 2018, in the capacity of Independent/non-executive Directors and they were entitled to hold the office upto the 33rd Annual General Meeting. The Company had received notice under Section 160 of the Companies Act, 2013 from a member proposing their candidature for the office of Director of the Company. Your Board had recommended their appointment in the last Annual General Meeting held on September 24, 2018, and members consented the appointment of forenamed persons as Independent Directors of the Company.
(ii) Continuation of Appointment:
Pursuant to the Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), effective from April 1, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five (75) years unless a special resolution is passed to that effect and the explanatory statement annexed to the notice proposing such appointment or continuation specifies the justification for such appointment or continuation, as the case may be. Shri Vallabhbhai R. Vaishnav have already attained the age of seventy-five (75) years whereas Shri Parsotambhai M. Nadpara will attain the age of seventy-five (75) in November 19, 2019. During the last financial year, the Company need not required to comply with the provisions of Chapter IV of Listing Regulations so far as the norms relating to corporate governance are concerned, however, now the Company needs to comply with these norms including amended Regulation 17(1A) of Listing Regulations within the period of 6 months from the end of the financial year as at March 31, 2019. Thus, pursuant to Regulation 17(1A) of the Listing Regulations, the Special Resolutions for continuation of their directorships from the date of attainment of age of seventy-five years is proposed before the shareholders of the Company to seek approval to the same.
(iii) Cessations:
During the financial year under review, Mr. D. L. Dand resigned with effect from June 04, 2018 and Mrs. M. P. Khunt, and Mr. N. R. Thanki had tendered their resignation as an Independent Directors of the Company due to their preoccupancy with effect from August 13, 2018 and the Board has taken note of the same.
(iv) Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Shri D. H. Dand, Shri H. N. Vadgama and Shri N. C. Vadgama, Directors of the Company are liable to retire by rotation at the ensuing 34th Annual General Meeting and, being eligible offers themself for reappointment. Your Board has recommended to reappoint them as a Director of the Company.
(v) KMP Reappointment:
Mr. Rajan R. Bambhania continued as Managing Director of the Company since 1st June, 2007 similarly Mr. Siddharth V. Vaishnav and Mr. Vishal D. Patel, being Executive Directors of the Company since 1st July, 2011. Their respective terms of appointment expired on 31st March, 2019, resultant, your Company was entered into Agreements with respective KMPs regarding their reappointment for subsequent term of 5 years effective from 1st April, 2019. The foregoing Agreements were ratified and approval of the Board for their reappointment, subject to the approval of shareholders in General meeting, was granted in its meeting held on 23rd May, 2019. Now, your Board has recommended to reappoint them as a Managing Director or Whole-time Director as the case may be.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013. Also, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV of the Act.
FORMAL ANNUAL EVALUATION AND ITS CRITERIA:
Annual performance evaluation of Board, its Committees and Individual Directors were carried-out of the Financial Year, pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
Criteria adopted for evaluation:
(i) The Board shall evaluate the roles, functions, duties of Independent Directors (IDâs) of the Company. Each ID shall be evaluated by all other directorsâ not by the Director being evaluated. The board shall also review the manner in which IDâs follow guidelines of professional conduct.
(ii) Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation.
(iii) Performance review of the Chairman of the company in terms of level of competence of chairman in steering the company.
(iv) The review and assessment of the flow of information by the company to the board and the manner in which the deliberations take place, the manner of placing the agenda and the contents therein.
(v) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board.
(vi) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.
COMMITTEES:
The Company has constituted both the mandatory Committees i.e. Audit Committee and Nomination and Remuneration Committee pursuant to proviso of Sections 177 and 178 of the Companies Act, 2013. The Board has been reviewing the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
Following is the composition of both the Committees:-1. Audit Committee (Upto 13/08/2018):-
|
Number of Members |
4 |
|
Chairperson of Committee |
Shri Dhaval Dand |
|
Name of Members of Committee |
Designation |
|
Shri Dhaval Dand Shri Naimish Thanki Smt. Manishaben Khunt Shri Dhirubhai Dand |
Independent Director Independent Director Women Director / Independent Director Director |
|
1A. Audit Committee (From 13/08/2018):- |
|
|
Number of Members |
5 |
|
Chairperson of Committee |
Shri Ketan D. Panchamiya |
|
Name of Members of Committee |
Designation |
|
Shri Ketan D. Panchamiya Shri Ramniklal S. Tilva Shri Bhavesh R. Sureja Smt. Ruta A. Gardi Shri Dhirubhai Dand |
Independent Director Independent Director Independent Director Women Director / Independent Director Director |
|
Number of Members |
4 |
|
Chairperson of Committee |
Shri Naimish Thanki |
|
Name of Members of Committee |
Designation |
|
Shri Naimish Thanki |
Independent Director |
|
Shri Dhaval Dand |
Independent Director |
|
Smt. Manishaben Khunt |
Women Director / Independent Director |
|
Shri Dhirubhai Dand |
Chairman |
2A. Nomination and Remuneration Committee (From 13/08/2018):-
|
Number of Members |
5 |
|
Chairperson of Committee |
Shri Bhavesh R. Sureja |
|
Name of Members of Committee |
Designation |
|
Shri Bhavesh R. Sureja |
Independent Director |
|
Shri Ramniklal S. Tilva |
Independent Director |
|
Shri Ketan D. Panchamiya |
Independent Director |
|
Smt. Ruta A. Gardi |
Women Director / Independent Director |
|
Shri Dhirubhai Dand |
Director |
Company Secretary of the Company by default acts as a Secretary of the Committee(s).
MEETINGS OF COMMITTEE:
Audit committee of the company met Four times during the year viz. May 30, 2018; August 13, 2018; November 13, 2018 and January 23, 2019 to discuss the affairs of the company.
Nomination and Remuneration Committee met twice during the year under review viz. May 30, 2018 and August 13, 2018.
POLICY ON DIRECTORSâ APPOINTMENT AND POLICY ON REMUNERATION:
The Nomination and Remuneration Committee works with the board to determine the appropriate characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.
Pursuant to Section 134(3)(e) read with Section 178(3)& (4) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is hosted on the website of the Company i.e. http://www.creative-cast.com/downloadAnnualReports/NARP.PDF. There has been no change in the policy since last financial year.
PARTICULARS OF EMPLOYEES:
The particulars of employees are given in Annexure - âAâ to this Report as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Also, Statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of Annexure - âAâ.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts of the Company for the year ended on March 31, 2019, the applicable accounting standards had been followed along with proper explanations relating to material departures for the same;
(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
(iii) 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;
(iv) the Directors had prepared the Annual Accounts on a going concern basis;
(v) 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; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which commensurate with size and nature of Business.
PUBLIC DEPOSITS:
During the financial year 2018-19, your company has not accepted any deposits within the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance of Deposits) Rules, 2014.
LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:
During the financial year, your Company has not given Loans nor provided securities and guarantees in connection with Loans. Moreover, whatsoever investment made in the company is enumerated in the Note - 5 and Note-8 to the Financial Statement which is self- explanatory.
RELATED PARTY TRANSACTIONS (RPTs):
All Contracts / Arrangements / Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on armâs length basis. During the financial year, the Company has not entered into Contracts / Arrangements / Transactions with related parties except remuneration paid to relatives of Directors and consulting fees paid to relatives of executive Director. Particulars of such related party transactions described in Form AOC-2 which is annexed herewith as Annexure - âBâ. A statement showing the disclosure of transactions with related parties as required under Indian Accounting Standard (Ind AS) 24 is set out seperately in this Annual Report.
The board has approved a policy, policy for related party transactions which has been hosted on the website of the company. The web-link for the same is http://www.creative-cast.com/downloadAnnualReports/RTP FINAL.PDF. The related party transactions, wherever necessary are carried out by company as per this policy.
There were no materially significant related party transactions entered into by the company during the year, which may have potential conflict with the interest of the company at large. There were no pecuniary relationship or transactions entered into by Independent Director with the company during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure -âCâ.
RISK MANAGEMENT:
Your Company has not set-up separate risk management Committee or policy thereon, however, your Management, from time-to- time, identify, analyse, evaluate and mitigate the industrial, economical, financial, other risk that emerges in the course of business. Also, the steps required for reducing such risks is taken care of by the company.
VIGIL MECHANISM:
To ensure high level of honesty, integrity and ethical behaviour amongst its employees, the Company has established a Vigil Mechanism in compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Rule-7 of Companies (Meeting of Board and its powers) Rules, 2014, for the directors and Employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimization of employees and directors and also provides for direct access to the chairperson of Audit Committee.
During the financial year, no cases referred to the Chairperson of Audit Committee. Moreover, a policy on Vigil Mechanism is hosted on the website of the Company i.e. www.creative-cast.com as per the requirements of Section 177(10) of the Companies Act, 2013.
AUDITORS:
(i) Statutory Auditor:
M/s. B. H. Advani & Associates, Chartered Accountants, Statutory Auditors of the Company, had tendered resignation from the conclusion of the 33rd Annual General Meeting. In place of them, Board recommended the appointment of M/s. H. R. Dewani & Co., Chartered Accountants, as Statutory Auditors of the Company for the term of period of five (5) consecutive years. M/s. H. R. Dewani & Co., were appointed as statutory auditors of the company in the 33rd Annual General Meeting held on 24th September, 2018. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance and within the limits specified in Section 139 (1) of the Companies Act, 2013.
The report of M/s. H. R. Dewani & Co., on audited financial statements and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments of the Board. The Auditorsâ Report does not contain any qualification, reservation or adverse remarks, if any.
(ii) Secretarial Auditor:
In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, Mr. Mayur Buha, Proprietor of M. Buha & Co., Practicing Company Secretaries, Vadodara, was appointed as Secretarial Auditors of the company for the financial year 2018-19. The Secretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure - âDâ and forming part of this Report.
There are few qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in his Report which call for explanation from the Board of Directors.
(iii) Cost Auditor:
Your Company does not fall under the mandatory maintenance of Cost Records and/or get records audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014. Hence, your Company has not appointed any Practicing Cost Auditor.
BOARDSâ RESPONSE ON ADVERSE COMMENTS IN AUDIT REPORT:
Statutory Audit Report:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. H. R. Dewani & Co., Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Secretarial Audit Report:
(a) Your Company had filed e-forms CHG-4 on 7th July, 2018 i.e. after Notification (effective from 5th July, 2018) for allowing filing of satisfaction of Charge within 300 days, however, the ROC office is in view of that the same to be taken on record only after filing of applications before Regional Director for condonation of delay in satisfaction of Charge. Now, your Company, within sorter span of time, will file said applications.
(b) Non-filing of e-form MGT-15 i.e. Report on 33rd Annual General Meeting is unintentional since your Company regularly filing outcome of AGM on the website of BSE.
(c) Your Company has system of preparing list of shareholders who did not encashed their dividend cheques/warrants, however, uploading of said list on website is just an administrative lapse.
(d) Your Board and Nomination and Remuneration Committee still searching-out suitable candidate to be appointed as Independent Director. Sooner, the vacancy will be filled-up.
(e) Delay in filing of e-form DIR-12 w.r.t. appointment of CFO was due to technical error in the e-form and for that the Company had raised the issue before the MCA but not suitable solution was provided. As and when the solution arrived, the Company will file the same.
(f) Non-filing of e-form MGT-14 is unintentional.
(g) Your Company has now adopted the practice of publishing Notice in newspapers (i.e. English & Vernacular language Newspaper), regarding Board Meeting(s) wherein quarterly financial results to be considered by the Board.
(h) The Company do not have any foreign Direct Investment, thus, no need to monitor any foreign Investment and no need to appoint designated Depository for monitoring foreign investment limits of the Company.
(i) Henceforth, your Company will send separate letters to holders of physical certificates in terms of Reg. 40 of SEBI LODR.
(j) Now onwards, your Company will ensure to make specific affirmation as and when new Director(s) appointed by the Board/Shareholders.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors of your company submits that the company has complied with all applicable Secretarial Standards and other Secretarial Standards voluntarily adopted by the company
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Managementâs Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Report as Annexure - âEâ.
CORPORATE GOVERNANCE:
Provisions relating to the Corporate Governance as prescribed under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to your Company. The networth of the company exceeded the prescribed limit in fourth quarter i.e. March 2019 but relaxation of six months is provided by the regulations. Therefore, a separate report on Corporate Governance is not provided in this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules 2014, and other provisions as amended from time to time, an extract of Annual Return as on the Financial year ended March 31, 2019 in the Form MGT-9 as prescribed under the said rules is provided on the website of the company i.e. www.creative-cast.com.
INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year. Both the Management as well as Employees have good relations and work for the betterment of the value of the company.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31st March, 2019. Therefore, there is no requirement to submit a separate report by the company.
PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:
The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the companyâs securities and prohibits the purchase or sale of securities of the company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed.
The company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website i.e. www.creative-cast.com of the Company.
INSURANCE: All moveable and fixed Assets are adequately insured.
OTHER INFORMATION:
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
(i) The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;
(ii) The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;
(iii) No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future;
(iv) During the financial year, your Company has neither issued any kind of Securities nor made buy-back of securities;
(v) Your directors states that during the year under review, there were no cases at the work place filed pursuant to the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act,2013.
HUMAN RESOURCES:
The high level of motivation of the employees and their identification as well as involvement with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Companyâs corporate culture based on fairness and team spirit. Employees involvement in the affairs of the company helps build up a brand value and to achieve the good position.
CERTIFICATES:
The Company possessed the following certificates.
(1) ISO 9001:2008, (2) ISO 14001, (3) BS OHSAS 18001, (4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified (5) IBR Awarded âWell Known Foundryâ
APPRECIATION:
Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Companyâs Bankers, Insurance Company, Employees, Customerâs & Suppliers during the year under review.
For and on behalf of Board
Sd/-
Dhirubhai H. Dand
Chairman
DIN: 00416724
Dolatpara, 23rd May, 2019
Mar 31, 2018
BOARDâS REPORT
To the Members,
The Board of Directors hereby submits the 33rd Annual report of your Company (âthe Companyâ or âCreativeâ), along with the audited financial statement, for the financial year ended on March 31, 2018 (âYearâ or âFinancial Yearâ).
FINANCIAL RESULTS:
(As per Indian Accounting Standards)_(Amount in Rs.)
|
Particulars |
For the year ended March 31, 2018 |
For the year ended March 31, 2017 |
|
|
(i) |
Sales (Net of Excise Duty) and other income |
34,72,67,797 |
27,71,87,263 |
|
(ii) |
Gross Profit before Interest, Depreciation and Taxation (PBIDT) Less : Interest |
4,70,58,389 1,10,031 |
3,85,64,352 67,032 |
|
(iii) |
Profit before Depreciation Less : Depreciation |
4,59,48,358 60,92,843 |
3,84,97,320 54,54,359 |
|
(iv) |
Profit Before Tax (PBT) |
4,08,55,515 |
3,30,42,961 |
|
(v) |
Less: Provision for Taxes: (a) Current Tax (b) Deferred Tax |
98,71,140 1,36,070 |
70,16,000 (5,00,334) |
|
(vi) |
Profit after Tax (PAT / PAIDT) |
3,08,48,305 |
2,65,27,295 |
|
(vii) |
Profit B/F from previous financial year |
11,47,07,387 |
10,68,26,586 |
|
(vii) |
Profit available for appropriation |
14,55,55,692 |
13,33,53,881 |
|
(ix) |
Less : Appropriation (a) Dividend: 100 % (2016-17: 100%) (b) Tax on Dividend (c) Transfer to General Reserve |
Nil Nil Nil |
1,30,00,000 26,46,494 30,00,000 |
|
(x) |
Surplus carried to Balance Sheet |
22,02,90,069 |
18,83,64,363 |
COMPANYâS PERFORMANCE & AFFAIRS:
Your Company is manufacturing investment casting products and it has also revenue from wind-mill turbine. Presently, your Company has installed Two wind-mills for leveraging benefits of captive consumption so as to reduce cost of electricity and promote sustainable energy.
Performance highlights of the Company:
- Operational revenue of the Company is improved by 24.80 percent as compared to previous financial year;
- Similarly, aggregate expenditure of the Company also increased by 25.50 percent compared to previous year figures;
- PBT of the Company also increased to 23.64 percent as compared to previous year which indicates improvement in the Financial Condition of the Company.
- PAT considerably increased by 16.29 percent as against the previous financial year.
During the FY 2017-18, your Company has performed well against the overall industrial performance. The Company has taken all remedial measures for cost reduction, taken steps to increase better sales realization and has taken all steps to improve its sales which will be in the benefit of the company and all stakeholders.
No Material changes and commitments have occurred after the close of the financial year till the date of this report, which affects the financial position of the Company.
DIVIDEND:
Your Directors have recommended 100% (i.e. Rs. 10.00) per fully paid equity share as final Dividend for the financial year 2017-18 which is subject to approval of members as at 33rd Annual General Meeting.
MEETINGS OF THE BOARD:
Regular meetings of the Board are held to review performance of the Company, to discuss and decide on various business strategies, policies and other issues. During the financial year ended 31st March, 2018, 5 (four) meetings of the
Board of Directors were convened and held on May 29, 2017, August 12, 2017, September 11, 2017, December 14,2017 and February 3, 2018 wherein following Directors were present:
|
SR. NO. |
NAME OF THE DIRECTORS |
29/05/2017 |
12/08/2017 |
11/09/2017 |
14/12/2017 |
03/02/2018 |
|
1. |
D. H. Dand |
A |
P |
P |
P |
A |
|
2. |
R. R. Bambhania |
P |
A |
P |
P |
P |
|
3. |
S. V. Vaishnav |
P |
P |
P |
P |
P |
|
4. |
V. D. Patel |
P |
P |
P |
P |
P |
|
5. |
D. L. Dand |
P |
P |
P |
P |
P |
|
6. |
N. R. Thanki |
P |
P |
P |
P |
P |
|
7. |
M. P. Khunt (Ms.) |
P |
P |
P |
P |
P |
|
8. |
J. S. Thanki |
P |
A |
A |
P |
A |
|
9. |
N. C. Vadgama |
A |
P |
A |
A |
A |
|
10. |
P. M. Nadpara |
A |
A |
A |
A |
A |
|
11. |
H. N. Vadgama |
P |
P |
A |
P |
P |
|
12. |
V. R. Vaishnav |
P |
P |
P |
P |
P |
âPâ denotes âPresentâ and âAâ denotes âAbsent with Leaveâ.
TRANSFER TO RESERVE:
Due to implementation of Indian Accounting Standards, the Company needs to pass necessary entries for Dividend, T ax on It and Transfer to Reserves in a financial year in which it exist and not require to pass in a financial year in which it belongs to. Thus, your Company has not proposed yet any ascertained amount which would transferred to General Reserves.
DIRECTORâS & KEY MANAGERIAL PERSONNEL (KMP): (i) Appointment:
Mrs. Ruta Gardi, Shri Bhavesh Sureja, Shri Ketan Panchamiya and, Shri Ramniklal Tilva were appointed as Additional Directors of the Company, in the meeting of Board of Directors held on August 13, 2018, in the capacity of Independent/non-executive Directors and they were entitled to hold the office upto the 33rd Annual General Meeting. The Company had received notice under Section 160 of the Companies Act, 2013 from a member proposing their candidature for the office of Director of the Company. Your Board hereby recommends to appoint them as an Independent Directors.
(ii) Cessations:
As such, during the financial year, there is no changes in composition of the financial year, however, after the end of the financial year, Mrs. M. P. Khunt, Mr. D. L. Dand and Mr. N. R. Thanki were tendered their resignation as an Independent Directors of the Company due to their preoccupancy.
(iii) Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Shri N. C. Vadgama and Shri J. S. Thanki, Directors of the Company are liable to retire by rotation at the ensuing 33rd Annual General Meeting and, being eligible offers them self for re-appointment. Your Board has recommended to reappoint them as a Director of the Company.
(iv) KMP:
Cessation:
Pursuant to Section 203 of the Companies Act, 2013, Mr. Dharmeshkumar Ashwinbhai Chauhan, an associate member of the Institute of Company Secretaries of India was appointed as the whole-time Company Secretary-cum-Compliance Officer of the Company from September 1, 2015. He tendered his resignation from the said post w.e.f. 30 June, 2017 and has been relieved from all his duties.
Appointment:
Ms. Ekta H. Bhimani, being associate member of Institute of Company Secretaries of India, is appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12th August, 2017.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts of the Company for the year ended on March 31, 2018, the applicable accounting standards had been followed along with proper explanations relating to material departures for the same;
(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
(iii) 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;
(iv) the Directors had prepared the Annual Accounts on a going concern basis;
(v) 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; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FORMAL ANNUAL EVALUATION AND ITS CRITERIA:
Annual performance evaluation of Board, its Committees and Individual Directors were carried-out of the Financial Year, pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
Criteria adopted for evaluation:
(i) The Board shall evaluate the roles, functions, duties of Independent Directors (IDâs) of the Company. Each ID shall be evaluated by all other directorsâ not by the Director being evaluated. The board shall also review the manner in which IDâs follow guidelines of professional conduct.
(ii) Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation.
(iii) Performance review of the Chairman of the company in terms of level of competence of chairman in steering the company.
(iv) The review and assessment of the flow of information by the company to the board and the manner in which the deliberations take place, the manner of placing the agenda and the contents therein.
(v) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board.
(vi) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars with respect to conservation of energy, a statement giving details of Technology Absorption, Foreign Exchange Earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure -âAâ.
RELATED PARTY TRANSACTIONS (RPTs):
All Contracts / Arrangements / Transactions entered by the Company during the financial year with related parties were in ordinary course of business and on armâs length basis. During the financial year, the Company has not entered into Contracts / Arrangements / Transactions with related parties except remuneration paid to relatives of Directors and consulting fees paid to relatives of executive Director. Particulars of such related party transactions described in Form AOC-2 which is annexed herewith as Annexure - âBâ. A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.
The board has approved a policy, policy for related party transactions which has been hosted on the website of the company. The web-link for the same is http://www.creative-cast.com/downloadAnnualReports/RTP FINAL.PDF. The related party transactions, wherever necessary are carried out by company as per this policy.
There were no materially significant related party transactions entered into by the company during the year, which may have potential conflict with the interest of the company at large. There were no pecuniary relationship or transactions entered into by Independent Director with the company during the year under review.
PUBLIC DEPOSITS:
During the financial year 2017-18, your company has not accepted any deposits within the meaning of Section 73 to 76 of the Act, read together with Companies (Acceptance of Deposits) Rules, 2014.
LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:
During the financial year, your Company has not given Loans nor provided securities and guarantees in connection with Loans. Moreover, it has not made investment in any securities, except, investment made in units of Mutual Funds. Whatsoever investment made prior to this financial year is enumerated in the Note - 5 to the Financial Statement which is self-explanatory.
AUDITORS: (i) Statutory Auditor:
The report of M/s. B. H. Advani & Associates, on audited financial statements and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments of the Board. The Auditorsâ Report does not contain any qualification, reservation or adverse remarks, if any.
(ii) Secretarial Auditor:
In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed there under, Mr. Mayur Buha, Proprietor of M. Buha & Co., Practicing Company Secretaries, Vadodara, was appointed as Secretarial Auditors of the company for the financial year 2017-18. The Secretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure - âCâ and forming part of this Report.
There are few qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in his Report which call for explanation from the Board of Directors.
(iii) Cost Auditor:
Your Company does not fall under the mandatory maintenance of Cost Records and/or get records audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014. Hence, your Company has not appointed any Practicing Cost Auditor.
BOARDSâ RESPONSE ON ADVERSE COMMENTS IN AUDIT REPORT:
Statutory Audit Report:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. B. H. Advani & Associates., Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Secretarial Audit Report:
(a) There is short-fall of one Independent Director in the composition of the Board, however, your company has identified suitable experienced person.
(b) Your Company always made disclosure well-in-time to Stock Exchange and even also published financial results in English & Vernacular language timely.
PARTICULARS OF EMPLOYEES:
The particulars of employees are given in Annexure - âDâ to this Report as required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Also, Statement containing the names of the top ten employees in terms of remuneration drawn as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of Annexure - âDâ.
COMMITTEES:
The Company has constituted both the mandatory Committees i.e. Audit Committee and Nomination and Remuneration Committee pursuant to proviso of Sections 177 and 178 of the Companies Act, 2013. The Board has been reviewing the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
Following is the composition of both the Committees:-1. Audit Committee (Up to 13/08/2018):-
Number of Members 4
Chairperson of Committee Mr. Dhaval Dand
Name of Members of Committee Designation
Shri Dhaval Dand Independent Director
Shri Naimish Thanki Independent Director
Smt. Manishaben Khunt Women Director / Independent Director
Shri Dhirubhai Dand Director
2. Nomination and Remuneration Committee (Upto 13/08/2018):-
|
Number of Members |
4 |
|
Chairperson of Committee |
Shri Naimish Thanki |
|
Name of Members of Committee |
Designation |
|
Shri Dhaval Dand |
Independent Director |
|
Shri Naimish Thanki |
Independent Director |
|
Smt. Manishaben Khunt |
Women Director / Independent Director |
|
Shri Dhirubhai Dand |
Chairman |
Company Secretary of the Company by default acts as a Secretary of the Committee(s).
MEETINGS OF COMMITTEE:
Audit committee of the company met Four times during the year viz. May 29, 2017; September 11, 2017; December 14, 2017 and February 3, 2018 to discuss the affairs of the company.
Nomination and Remuneration Committee met twice during the year under review viz. May 29, 2017 and August 12, 2017.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which commensurate with size and nature of Business.
INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees of the Company at all Levels continued to be extremely cordial during the entire year. Both the Management as well as Employees have good relations and work for the betterment of the value of the company.
CORPORATE GOVERNANCE:
Provisions relating to the Corporate Governance as prescribed under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to your Company, thus, a separate report on Corporate Governance is not provided in this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Managementâs Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of this Report as Annexure - âEâ.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31st March, 2018. Therefore, there is no requirement to submit a separate report by the company.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules 2014, and other provisions as amended from time to time, an extract of Annual Return as on the Financial year ended March 31, 2018 in the F orm MGT-9 as prescribed under the said rules is annexed herewith as Annexure - âFâ.
VIGIL MECHANISM:
To ensure high level of honesty, integrity and ethical behavior amongst its employees, the Company has established a Vigil Mechanism in compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Rule-7 of Companies (Meeting of Board and its powers) Rules, 2014, for the directors and Employees to report genuine concerns and grievances. This mechanism provides adequate safeguards against victimization of employees and directors and also provides for direct access to the chairperson of Audit Committee.
During the financial year, no cases referred to the Chairperson of Audit Committee. Moreover, a policy on Vigil Mechanism is hosted on the website of the Company i.e. www.creative-cast.com as per the requirements of Section 177(10) of the Companies Act, 2013.
RISK MANAGEMENT:
Your Company has not set-up separate risk management Committee or policy thereon, however, your Management, from time-to- time, identify, analyse, evaluate and mitigate the industrial, economical, financial, other risk that emerges in the course of business. Also, the steps required for reducing such risks is taken care of by the company.
POLICY ON DIRECTORSâ APPOINTMENT AND POLICY ON REMUNERATION:
The Nomination and Remuneration Committee works with the board to determine the appropriate characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is hosted on the website of the Company i.e. http://www.creative-cast.com/downloadAnnualReports/NARP.PDF. There has been no change in the policy since last financial year.
PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:
The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the companyâs securities and prohibits the purchase or sale of securities of the company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed.
The company has also adopted a Code of Practices and Procedures for F air Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website i.e. www.creative-cast.com of the Company.
INSURANCE: All moveable and fixed Assets are adequately insured.
OTHER INFORMATION:
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
(i) The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;
(ii) The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;
(iii) No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future;
(iv) During the financial year, your Company has neither issued any kind of Securities nor made buy-back of securities;
(v) Your directors states that during the year under review, there were no cases at the work place filed pursuant to the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES:
The high level of motivation of the employees and their identification as well as involvement with the Company is the basis for the creation of a strong team, who continuously advance the innovative brands and superior technologies with their inventive talent and pioneering spirit. The training courses are evolved to internalize the principles of sustainable development and to uphold the Companyâs corporate culture based on fairness and team spirit. Employees involvement in the affairs of the company helps build up a brand value and to achieve the good position.
CERTIFICATES:
The Company possessed the following certificates.
(1) ISO 9001:2008, (2) ISO 14001, (3) BS OHSAS 18001, (4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified (5) IBR Awarded âWell Known Foundryâ
APPRECIATION:
Your Directors are grateful for the support and co-operation given by the Shareholders, Government Authorities, Companyâs Bankers, Insurance Company, Employees, Customerâs & Suppliers during the year under review.
For and on behalf of Board
Sd/-
Dhirubhai H. Dand
Chairman
DIN: 00416724
Dolatpara, 13th August, 2018
Mar 31, 2015
Dear Members
The Directors have pleasure in presenting the 30th Annual Report
together with the Audited financial statements of the Company for the
Financial Year ended 31st March 2015.
FINANCIAL RESULTS
For the For the year
Particulars year ended ended
31-03-15 31-03-44
(Rs.) (Rs.)
Gross Profit before Interest, 2,61,86,773 4,11,35,527
Depreciation and Taxation
LESS: Interest 3,14,466 39,498
LESS. Interest
Profit before Depreciation 2,58,72,307 4,10,96,029
LESS: Depreciation 52,17,122 75,05,259
Profit Before Tax 2,06,55,185 3,35,90,770
LESS : Provision for Taxes
- Current Tax 39,84,000 66,50,000
- Deferred Tax/ (Credit) 9.12,878 11,06,712
48.96.878 77.56,712
1,57,58,307 2,58,34,058
Profit after Tax j 7,78.02.718 5,87.70,998
Surplus B/F from last year 9,35,61,025 8,46,05,056
Profit available for appropriation
APPROPRIATIONS
1) Adjustment relating to fixed assets 155346 0
2) Proposed Dividend @10% (Previous
year 25% interim) 13,00,000 32,50,000
3) Provision for tax on the above
dividend 2,64,649 5,52,338
4) General Reserve 16,00,000 30.00.000
BALANCE C/F TO BALANCE-SHEET 9,02,41.030 7.78.02.718
COMPANY'S PERFORMANCE & AFFAIRS:
Performance highlights of the Company:
* Operational revenue of the Company is decreased by 22.79 percent as
compared to previous financial year;
* Similarly, aggregate expenditure of the Company also decreased by
22.54 percent compared to previous financial year;
* PBDIT considerably reduced by 36.34 percent as against the previous
financial year;
* PAT also reduced by 61% against the previous financial year
During the FY 2014-15 the Company has performed reasonably wen against
the overall industries performance. The Company has taken all remedial
measures for cost cutting and taken steps to increase better sales
realization and the company has taken all steps to improve its sales
which will be in the benefit of the company.
Company has upgraded its machinery by installing Autoclave Machinery
resultant enhancement of production capacity from 50 M.T. to 70 M.T.
per month.
No Material changes and commitments have occurred after the close of
the financial year till the date of this report, which affect the
financial position of the Company.
The Company was exclusively listed on OTC Exchange of India ('the Stock
Exchange'), however, pursuant to letter no. 0020/LSTG/14-15/0421 of
the Stock Exchange dated January 13, 2015 the Company was migrated to
Dissemination Board of BSE. According to reference made in the stated
letter with respect to Clause 3.2 of SEBI Circular dated 30th May, 2012
"Companies failing to list on other stock exchange, will cease to be a
listed company and shall be moved to the Dissemination Board by the
existing Stock Exchange" hence virtually status of the company
considered as Company ceased to Listed considering the terminology used
in the stated letter.
DIVIDEND & TRANSFER TO RESERVE:
During the FY 2013-14, the Board had declared interim Dividend 25% (Rs.
2.50 per equity share). Considering the reduction of sales, profit etc.
your Directors have recommended 10% (Re. 1.00 per equity share) as
final Dividend for the financial year ended 31st March, 2015 subject to
approval of members at forthcoming 30th Annual General Meeting.
The Company has paid Rs. 5,52,338/- as Dividend distribution Tax on the
interim Dividend declared during the FY 2013-14 and made provision of
Rs. 2,64,649/- to mitigate taxes on the proposed Divided, if declared,
for the financial year ended on 31st March, 2015.
During the FY 2014-15, the Company has transferred Rs. 16,00,000/- into
General Reserves of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the Directors
would like to state that:
(i) In the preparation of the Annual Accounts of the Company for the
year ended on 31st March, 2015, the applicable accounting standards
have been followed and there are no material departures for the same;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review;
(iii) The Directors have 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;
(iv) The directors have prepared the Annual Accounts on a going concern
basis; and
(v) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
a) Mr. N. C. Vadgama, Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
b) Mr. J. S. Thanki, Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
c) Mr. P. S. Thanki, Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
d) Your Company has appointed Mr. Ashok Shekhat, as Chief Financial
Officer of the Company during the year under review.
AUDITORS AND THEIR REPORT:
SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the
Company at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. We recommend their
re-appointment. They have furnished a Certificate to the effect that
their appointment, if made, will be in accordance with the limits
specified in Section 139 (1) of the Companies Act, 2013.
The Auditors report and notes on financial statement as referred in
their report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any qualification,
reservation or adverse remarks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The disclosure of particulars with respect to conservation of energy, a
statement giving details of Technology Absorption, Foreign Exchange
Earnings and outgo in accordance with the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - I.
INTERNAL FINANCIAL CONTROL:
The Company has devised proper system of internal financial control,
Even, the Board has appointed Mr. J. M. Upadhyay being employee of the
Company as an Internal Auditor of the Company pursuant to provisions of
Section 138 of the Companies Act, 2013 in order to ensure proper
internal financial control.
INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees of the
Company at all Levels continued to be extremely cordial during the
entire year.
CONTRACTS AND ARRANGEMENT WITH RELATED PARITIES:
All Contracts / Arrangements / transactions entered by the Company
during the financial year with related parties were in ordinary course
of business and on arm's length basis. During the financial year the
company was not entered into Contracts / Arrangements / transactions
with related parties except remuneration paid to relatives of
Directors. Particulars of related party transactions described in Form
AOC-2 are annexed herewith as Annexure - II.
RISK MANAGEMENT:
Your Company has not set-up separate risk management Committee or
policy thereon, however, your Management, from time-to-time, identify,
analyses, evaluate and mitigate the industrial, economical, financial,
other risk emerges in the course of business.
MEETING OF THE BOARD:
6 (Six) meetings of the Board were held during the financial year on
5th April, 2014, 29th May, 2014, 24th June, 2014, 30th July, 2014, 21st
October, 2014 and, 29th January, 2015.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is annexed herewith as Annexure
- III
CERTIFICATES
The Company possessed the following certificates.
(1) ISO 9001:2008 , (2) ISO 14001 , (3) BS OHSAS 18001, (4) PED
97/23/EC & AD2000 MERKBLATT W0 Certified (5) IBR Awarded 'Well Known
Foundry'
OTHER INFORMATION:
Your Directors hereby states that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
1. There is no need to appoint independent Director/s on the Board,
hence, need not required to give any statement on declaration received
from independent Director/s u/s. 149(6) of the Companies Act, 2013;
2. The Company has not formulated any policy on director's appointment
and remuneration including criteria for determining qualifications,
positive attributes, independence of directors and other matters
provided under sub-section (3) of section 178;
3. Pursuant to vide letter no. 0020/LSTG/14-15/0421 of the Stock
Exchange dated January 13, 2015, your company ceased to Listed, hence,
no need to appoint Secretarial Auditor to get secretarial records
audited and obtain Secretarial Audit report pursuant to Section 204 of
the Companies Act, 2013;
4. Company has not provided Loans, Guarantees or made Investment
pursuant to Sec.186 of the Companies Act, 2013;
5. The Provision of Section 135 of the Act with respect to Corporate
Social Responsibility (CSR) is not applicable to the Company, hence,
there is no need to develop policy on CSR and take initiative thereon;
6. The sub-clause (p) of sub-section (3) of Section 134 is not
applicable to Company, hence, no need to address statement on
performance evolution of Board and Committees of the Company;
7. The Company do not have any subsidiary, joint venture or, associate
Company, hence, no need to state anything about the same;
8. The Company has not accepted deposits covered under Chapter V of
the Act;
9. No significant material orders were passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future.
10. Since the Company having paid-up capital less than the threshold
provided under Clause 49 of the Listing Agreement, hence, the Company
need not required to address Reports on Corporate Governance,
certificate/s pertains thereto and, Management Discussion and Analysis
Report.
INSURANCE : All moveable and fixed Assets are adequately insured.
HUMAN RESOURCES
The high level of motivation of the employees and their identification
with the Company is the basis for the creation of a strong team, who
continuously advance the innovative brands and superior technologies
with their inventive talent and pioneering spirit. The training courses
are evolved to internalize the principles of sustainable development
and to uphold the Company's corporate culture based on fairness and
team spirit.
APPRECIATION:
Your Directors are grateful for the support and co-operation given by
the Shareholders, Government Authorities, Company's Bankers, Insurance
Company, Employees, Customers & Suppliers during the year under review.
PLACE: JUNAGADH BY ORDER OF THE BOARD
DATE : 30/05/2015 For Creative Castings Ltd
(Dhirubhai H. Dand)
Chairman
DIN ; 00416724
Mar 31, 2014
Dear Members
The Directors have pleasure in presenting the 29th Annual Report
together with the Audited Accounts of the Compan for the Year ended
31st March 2014.
FINANCIAL RESULTS
Particulars For the year For the year
ended ended
31-03-14 31-03-13
(Rs.) (Rs.)
- Gross Profit before Interest,
Depreciation and Taxation 4,11,35,527 3,69,05,969
LESS: Interest 39,498 1,37,895
Profit before Depreciation 4,10,96,029 3,87,68,074
LESS: Depreciation 75,05,259 73,85,731
Profit Before Tax 3,35,90,770 3,13,82,343
LESS : Provision for Taxes
- Current Tax 66,50,000 90,00,000
- Deferred Tax/ (Credit) 11,06.712 (15,66.530)
77,56,712 74,33,470
Profit after Tax 2,58,34,058 2,39,48,873
Surplus B/F from last year 5,87,70,998 4,99,89,605
Profit available for appropriation 8,46,05,056 7,39,38,478
APPROPRIATIONS
1) Proposed Dividend @25% (Previous
year 80%) 32,50,000 1,04,00,000
2) Provision for tax on the above
dividend 5,52,338 17,67,480
3) General Reserve 30,00,000 3o,oo,oOO
BALANCE C/F TO BALANCE-SHEET 7,78,02,718 5,87,70.998
PERFORMANCE:
Performance of the company during the year under review was
considerably good. The Turnover has decreased from Rs. 31,31,36,695 to
Rs. 27,49,96,975 as compared to previous year. Similarly the export
sales figure was decreased to Rs. 13,46,26,137 in current year and it
was Rs. 16,72,58,254 in previous year.
During the year under review the overall profit is good. The Company is
starving for the orders during F.Y. 2014-15 because of over all
recession in domestic as well as export market. The current financial
year 2014-15 will remaining disappointing due to inadequate orders from
various parties.
DIVIDEND:
In order to conserve financial resources for better performance in
slack period, the Board of Directors had not recommended Final Dividend
for the Financial Year 2013-14 and requested to members to consider
Interim Dividend as final one.
OPERATION:
During the FY 2013-14 the Company has performed reasonably good. The
company has taken all remedial measures for cost cutting and taken
steps to increase better sales realization and the company has taken
all steps to improve its sales which will be in the benefit of the
company. However the present condition of the overall world market is
sluggish and therefore we anticipate to get disappointing response for
the F.Y. 2014-15.
DIRECTORS' RESPONSIBILITYS STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review.
(iii) The Directors have 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.
(iv) The directors have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
a) Shri D. H. Dand Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
b) Shri S. M. Thanki Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
c) Shri V. R. Vaishnav Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
AUDITORS:
SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the
Company at the conclusion of the ensuing Annual General Meeting arid
being eligible, offer themselves for re-appointment. We recommend their
re-appointment They have furnished a Certificate to the effect that
their appointment, if made, will be in accordance with the limits
specified in Section 139(1) of the Companies Act, 2013.
COMPLIANCE CERTIFICATE:
Compliance certificate u/s 383A of the Companies Act, 1956 has been
obtained from M/s. M. Buha & Co., Practicing Company Secretary and the
same has been annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The disclosure of particulars with respect to conservation of energy, a
statement giving details of Technology Absorption, Foreign Exchange
Earnings and outgo in accordance with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto and forms part of this Report.
PARTICULARS OF THE EMPLOYEES:
The Company did not paid such remuneration to any employee of the
company which is exceeding the limit prescribed under section 217 (2A)
of the Companies Act, 1956 hence a statement giving information and
particulars of the employees as required u/s 217 (2A) is not required
to mention.
INDUSTRAIL RELATIONS:
The Industrial Relations between the Management and Employees of the
Company at all Levels continued to be extremely cordial during the
entire year.
PUBLIC DEPOSITS
During the year, your Company has not accepted any deposit from the
public falling under Section 58A & 58AA of the Companies Act, 1956.
CERTIFICATES
The Company possessed the following certificates.
(1) ISO 9001:2008, (2) IS014001, (3)BSOHSAS 18001,
(4) PED 97/23/EC & AD2000 MERKBLATT W0 Certified, (5) IBR Awarded 'Well
Known Foundry
INSURANCE
All moveable and fixed Assets are adequately insured.
HUMAN RESOURCES
The high level of motivation of the employees and their identification
with the Company is the basis for the creation of a strong team, who
continuously advance the innovative brands and superior technologies
with their inventive talent and pioneering spirit. The training courses
are evolved to internalize the principles of sustainable development
and to uphold the Company's corporate culture based on fairness and
team spirit.
APPRECIATION:
Your Directors are grateful for the support and co-operation given by
the Shareholders, Government Authorities, Company's Bankers, Insurance
Company, Employees, Customers & Suppliers during the year under review.
FOR AND ON BEHALF OF BOARD
PLACE : JUNAGADH (R. R. Bambhania) (S. V. Vaishnav)
DATE : 29/05/2014 Mg. Director Exe. Director
Mar 31, 2013
Dear Members
The Directors have pleasure in presenting the 28th Annual Report
together with the Audited Accounts of the Company for the Year ended
31st March 2013.
FINANCIAL RESULTS For the Year for the Year
2012-13 2011-12.
Rs. Rs.
Gross Profit before Interest,
Depreciation and Taxation 3,89,05,969 3,96,13,087
Less: Interest 1,37,895 10,13,029
Profit before Depreciation 3,87,68,074 3,86,00,058
Less: Depreciation 73,85,731 70,13,086
Profit before Tax 3,13,82,343 3,15,86,972
Less: Provision for Taxes
-Current Tax 90,00,000 92,50,000
- Deferred Tax (15,66,530) (12,84,153)
74,33,470 79,65,847
Profit after Tax 2,39,48 873 2,36,21,125
Surplus B/F From last year 4,99,89,605 3,69,22,943
Profit available for appropriation 7,39,38,478 6,05,44,068
APPROPRIATIONS:
1) Proposed Dividend @ 80% (Previous
year 50%) 1,04,00,000 65,00,000
2) Provision for tax on the above
dividend. 17,67,480 10,54,463
3) General Reserve 30,00,000 30,00,000
Balance C/F to next year.... 5,87,70,998 4,99,89,605
PERFORMANCE:
Performance of the company during the year under review was
considerably grown up. The Turnover has increased from Rs. 29,64,00,042
to Rs. 31,31,36,695 as compared to previous year. Similarly the export
figure was Rs. 9,45,00075 in previous year is become nearest to double
and reaches to Rs. 16,72,58,254
During the year under review the over all profit is good. The Company
is in hope to attain new heights during the financial year 2013-2014.
DIVIDEND:
This year, the Board of Directors had recommended highest Dividend of
Rs. 8.00 (Tax Free ) per Equity share for the year ended on 31st March,
2013. [ Previous Year Rs. 5.00 (Tax Free) per Equity Share ] and the
said Dividend shall be paid to those members whose names appear on the
register of member of the company on record date i.e. 9/08/2013.
OPERATION:
The Management of Company is in view of to make drastic change in the
management of the Company by introducing experienced and qualified
directors on the Board thus your Directors are hopeful for the better
performance for the current financial year 2013-14 and the company has
taken all remedial measures for cost cutting and taken steps to
increase better sales realization and the company has taken all steps
to improve its sales which will be in the benefit of the company. The
export sales is increasing from year to year, and hope for the better
exports during the F.Y. 2013-14.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review.
(iii) The Directors have 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.
(iv) The directors have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
Mr. N. C. Vadgama Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment.
Mr. Rajan R. Bambhania Managing Director of the Company, whose term of
office was ended on 31st May, 2013. Subsequently the Company has
executed fresh agreement for his reappointment as a Managing Director
of the Company for a period of Three Years commencing from 1st June,
2013 subject to the consent of the Members at the ensuing Annual
General Meeting of the Company.
Shri D. H. Dand being director and shareholder of the Company has
recommended for the candidatures for appointment of Mr. Hiren N.
Vadgama, Mr. Jignesh S. Thanki, Mr. Pinak S. Thanki and, Dr. P. M.
Nadpara as a director of the Company at this ensuing Annual General
Meeting by giving notice to the Company pursuant to Section 257 of the
Companies Act, 1956. (the material facts about the directors are
set-out in the explanatory statement annexed with the Notice)
AUDITORS:
SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the
Company at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. We recommend their
re-appointment. They have furnished a Certificate to the effect that
their appointment, if made, will be in accordance with the limits
specified in Section 224 (1B) of the Companies Act, 1956.
COMPLIANCE CERTIFICATE:
Compliance certificate u/s 383A of the Companies Act, 1956 has been
obtained from M/s. M. Buha & Co., Practicing Company Secretary and the
same has been annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The disclosure of particulars with respect to conservation of energy, a
statement giving details of Technology Absorption, Foreign Exchange
Earnings and outgo in accordance with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto and forms part of this Report.
PARTICULARS OF THE EMPLOYEES:
The Company did not paid such remuneration to any employee of the
company which is exceeding the limit prescribed under section 217 (2A)
of the Companies Act, 1956 hence a statement giving information and
particulars of the employees as required u/s 217 (2A) is not required
to mention.
INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees of the
Company at all Levels continued to be extremely cordial during the
entire year.
PUBLIC DEPOSITS
During the year, your Company has not accepted any deposit from the
public falling under Section 58A & 58AAof the Companies Act, 1956.
CERTIFICATES
The Company possessed the following certificates and an audit for the
ISO 14001 & OHSAS 18001 is successfully conducted and now the company
is eligible to get both the Certificates.
(1) ISO 9001:2008
(2) RED 97/23/EC &AD2000 MERKBLATTW0 Certified
(3) IBRA warded 'Well Known Foundry'
INSURANCE
All moveable and fixed Assets are adequately insured.
COST COMPLIANCE REPORT
Company has already appointed the Cost Auditors' firm namely M/s.
Mitesh Suvagiya & Co. for issuance of Cost Compliance Report. The Firm
has issued the Report for the F.Y. 2011 -12 on 25/12/2012 and due date
for the same was 28/02/2013. So far as the immediate Financial Year is
concern, the company has yet to be receive the same however presently
last date for issuance is 27/09/2013 subject to further notification
issued by Government in this regards.
HUMAN RESOURCES
The high level of motivation of the employees and their identification
with the Company is the basis for the creation of a strong team, who
continuously advance the innovative brands and superior technologies
with their inventive talent and pioneering spirit. The training courses
are evolved to internalize the principles of sustainable development
and to uphold the Company's corporate culture based on fairness and
team spirit.
APPRECIATION:
Your Directors are grateful for the support and co-operation given by
the Shareholders, Government Authorities, Company's Bankers, Insurance
Company, Employees, Customers & Suppliers during the year under review.
FOR AND ON BEHALF OF BOARD
PLACE : JUNAGADH (Dhirubhai H. Dand)
DATE : 27/05/2013 CHAIRMAN
Mar 31, 2012
Dear Members (Rs. in Thousands)
The Directors have pleasure in presenting the 27th Annual Report
together with the Audited Accounts of the Company for the Year ended
31st March 2012.
FINANCIAL RESULTS For the Year for the Year
2011-12 2010-11
Rs. Rs.
Gross Profit before Interest, Depreciation
and Taxation 39613 16317
Less: Interest 1013 169
Profit before Depreciation 38600 16148
Less: Depreciation 7013 6912
Profit before Tax 31587 9236
Less : Provision for Taxes
- Current Tax 9250 2274
- Deferred Tax (1284) (324)
7966 1950
Profit after Tax 23621 7286
Surplus B/F From last year 36923 34179
Profit available for appropriation 60544 41465
APPROPRIATIONS:
1) Proposed Dividend @ 50% (Previous year 20%) 6500 2600
2) Provision for tax on the above dividend. 1054 442
3) General Reserve 3000 1500
Balance C/F to next year.... 49990 36923
PERFORMANCE:
Performance of the company during the year under review was
satisfactory. The Turnover has increased from Rs. 186219 Thousand to
Rs. 296400 Thousand, as compared to previous year.
During the year under review the over all profit is good. We are
hopeful that we shall be able to do better during the financial year
2012-2013.
DIVIDEND:
The Board of Directors had recommended Dividend of Rs. 5.00 ( Tax Free
) per Equity share for the year ended on 31st March, 2012. ( Previous
Year Rs. 2.00 [ TAX FREE] per Equity Share ) and the said Dividend
shall be paid to those members whose names appear on the register of
member of the company on record date.
OPERATION:
Your Directors are hopeful for the better performance for the current
financial year 2012-13 and the company has taken all remedial measures
for cost cutting and taken steps to increase better sales realization
and the company has taken all steps to improve its sales which will be
in the benefit of the company. The export sales is increasing from year
to year, and hope for the better exports during the F.Y. 2012-13.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review.
(iii) The Directors have 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.
(iv) The directors have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
Shri V. R. Vaishnav Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible
offer himself for reappointment.
Shri D. H. Dand Director of the Company is liable to retire by rotation
at the forthcoming Annual General Meeting and being eligible offer
himself for reappointment.
AUDITORS:
SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the
Company at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. We recommend their
re-appointment. They have furnished a Certificate to the effect that
their appointment, if made, will be in accordance with the limits
specified in Section 224 (1B) of the Companies Act, 1956.
COMPLIANCE CERTIFICATE:
Compliance certificate u/s 383A of the Companies Act, 1956 has been
obtained from Mr. Chetan D.Shah, Practicing Company Secretary and the
same has been annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The requirements for disclosure of particulars with respect to
conservation of energy is not applicable to the Company. A statement
giving details of Technology Absorption, Foreign Exchange Earnings and
outgo in accordance with the Companies ( Disclosure of Particulars in
the Report of Board of Directors ) Rules, 1988 is annexed hereto and
forms part of this Report.
PARTICULARS OF THE EMPLOYEES:
Since no Employee has received remuneration in Excess of limit
mentioned under Section 217(2A) of the Companies Act, 1956. The
particulars required under Section 217 (2A) of the Companies Act, 1956,
read with the companies (particulars of Employees) Rules 1975, need to
be not furnished.
INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees of the
Company at all Levels continued to be extremely cordial during the
entire year.
APPRECIATION:
Your Directors are grateful for the support and co-operation given by
the Shareholders, Government Authorities, Company's Bankers, Insurance
Company, Employees, Customers & Suppliers during the year under review.
FOR AND ON BEHALF OF BOARD
PLACE: JUNAGADH (Dhirubhai H. Dand)
DATE : 28/06/2012 CHAIRMAN
Mar 31, 2011
Dear Members
The Directors have pleasure in presenting the 26th Annual Report
together with the Audited Accounts of the Company for the Year ended 31
st March 2011.
FINANCIAL RESULTS For the Year for the Year
2010-11 2009-10
Rs. Rs.
Gross Profit before Interast,Depreciation
and Taxation 16317553 17000485
Less: Interest 169436 69464
Profit before Depreciation 16148117 16931021
Less: Depreciation 6912166 6817381
Profit before Tax 9235951 10113640
Less : Provision for Taxes
-Current Tax 2274000 1993000
-Deferred Tax (323953) (1549390)
1950047 44361C
Profit after Tax 7285904 9670030
Less: Prior period item 0 1003104
7285904 8666926
Surplus B/F From last year 34178908 32059723
Profit available (or appropriation 41464812 40726649
APPROPRIATIONS:
1) Proposed Dividend @ 20% (Previous year 30%) 2600000 3900000
2) Provision for tax on the above dividend. 441870 647741
3) General Reserve 1500000 2000000
Balance C/F to next year.... 36922942 34178908
PERFORMANCE:
Performance of the company during the year under review was
satisfactory. The Turnnover has increased from Rs.1435.34 lacs to Rs.
1885,84 lacs as compared to previous year.
During the year under review the over all profit is good but the
operational Profit is reducing. The operational profit is low compared
to previous year and he, because of many reason such as over all global
recession, tow order receiving, low proroduction and substantial
reduction in sales price and increasing raw material cost.
All above were beyond the control of the management. However the
situation is improving and wa are hopeful that wo shali Lie able to do
something better during the financial year 2011-2012.
DIVIDEND:
The Board of Directors had recommended Dividend of Rs.2.00 (Tax Free)
per Equity share for the year ended on 31st March, 2011. (Previous Year
Rs. 3.00 [TAX FREE] per Equity Share) and the said Dividend shall he
paid to those members whose names appear on the register of member of
Ihe company on record date.
OPERATION:
Your Directors are hopeful for the belter performance for the current
financial year 2011 -12 and the company has taken all remedial measures
for cost cutting and taken steps to increase better sales realization
and the company has taken all steps to improve its sales which will be
in tire benefit of the company,
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors
would like to state that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
(II) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review.
(iii) The Directors have 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.
(iv) The directors have prepared the Annual Accounts on a going concern
basis.
DIRECTORS:
Shri N. C. Vadgama Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and being eligible
offer himself for reappointment.
Shri S. M.Thanki Director of the Company is liable to retire by
rotation at the forlhcoming Annual General Meeting and being eligible
offer himself for reappointment,
AUDITORS:
SUBHASH AKBARI & CO, Chartered Accountants, retire as Auditors of the
Company at the conclusion of the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. We recommend their
re-appointment. They have furnished a Certificate to the effect that
their appointment, if made, will be in accordance with the limits
specified in Section 224 (IB) of the Companies Act, 1956.
COMPLIANCE CERTIFICATE:
Compliance certificate u/s 383A of the Companies Act, 1956 has been
obtained from Mr. Chetan D.Shah, Practicing Com- pany Secretary and the
same has been annexed herewith.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The reguirements for disclosure of particulars with respect to
conservation of energy is not applicable to the Company. A statement
giving details of Technology Absorption, Foreign Exchange Earnings and
outgo in accordance with the Companies ( Disclosure of Particulars in
the Report of Board of Directors ) Rules, 1988 is annexed hereto and
forms part oi this Report.
PARTICULARS OFTHE EMPLOYEES:
Since no Employee has received remuneration in Excess of limit
mentioned under Section 217(2A) of the Companies Act, 1956. The
particulars required under Section 217 (2A) of the Companies Act, 1956,
read with the companies (particulars of Employees) Rules 1975, need to
be not furnished,
INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees of the
Company at all Levels continued to be extremely cordial during the
entire year.
APPRECIATION:
Your Directors are grateful for the support and co-operation given by
the Shareholders, Government Authorities, Company's Bankers, Insurance
Company, Employees, Customers & Suppliers during the year under review.
FOR AND BEHALF OF BOARD
PLACE :JUNAGADH (Dhirubhai H. Dand)
DATE : 28/05/2011 CHAIRMAN
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