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Directors Report of Sacheta Metals Ltd.
Mar 31, 2025
Your Directors have great pleasures in presenting you the Thirty-Five(35th) Annual Report of the Company
together with the Audited Financial Result for the year ended on March 31, 2025.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are as follows:
|
Particulars |
Current Year |
Previous Year |
|
Sales / Turnover |
919117 |
752998 |
|
Profit before Interest, Depreciation & Tax |
57587 |
54325 |
|
Less: Interest |
10747 |
9379 |
|
Profit before Depreciation and Tax |
46840 |
44946 |
|
Less: Depreciation for the year |
18622 |
18617 |
|
Profit before tax |
28218 |
26329 |
|
Less: Taxation including deferred tax |
7187 |
6765 |
|
Less: Exceptional items |
0.00 |
0.00 |
|
Net profit for the year after tax |
21031 |
19563 |
FINANCIAL PERFORMANCE:
Your Company has generated a good revenue in comparison with that of previous year. The Company has
registered total operating revenue of Rs. 919117 thousand for the year ended 31st March, 2025 as compared to
Rs. 752998 thousand in the Previous Year. The Net Profit for the year stood at Rs. 21031 thousand for the
year ended 31st March, 2025 against Rs. 19563 thousand reported in the Previous Year.
MATERIAL CHANGES OR COMMITMENT HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THIS REPORT WHICH AFFECT THE
FINANCIAL STATEMENTS OF THE COMPANY IN RESPECT OF THE FINANCIAL YEAR:
The company has inserted the new business activity relation to Real Estate Activity by way of alteration of
Object clause of the Memorandum of Association of the company in an Extra Ordinary General Meeting was
held on 16th May, 2024 and the same was approved by Registrar of Companies on 14th June, 2024.
The company has sub divided its equity shares from the face value of Rs. 10/- each to Rs. 2/- each in the
annual general meeting held on 28th September, 2024.
No other material changes or commitments have occurred between the end of the Financial Year and the date
of this Report which affect the financial statements of the Company in respect of the Financial Year.
DIVIDEND:
The Board, in its meeting held on 10.12.2024 had declared and paid an interim dividend @ Rs. 0.05/- per equity
share of face value of Rs. 2/- each (i.e. 2.5% of the paid-up equity share capital of the company) during the
financial year 2024-25.
However, the Board, in its meeting has decided not to declare final dividend for the financial year ended March
31, 2025.
STATUTORY DISCLOSURES:
The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules,
2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 have been made herein after paragraphs.
As per SEBI (LODR) Regulations, the Corporate Governance Report with the Auditorsâ Certificate thereon,
and the Management Discussion and Analysis are attached, which forms part of this.
The Company has devised proper systems to ensure compliance with the provisions of all Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.
DEPOSITS FROM PUBLIC:
Your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force) from the public or the members and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
AMOUNTS TRANSFERRED TO GENERAL RESERVES:
Pursuant to provisions 134(3)(i) of the Companies Act, 2013, the Company has not proposed to transfer any
amount to general reserves account of the Company during the year under review.
SHARE CAPITAL
The company has sub divided its equity shares from the face value of Rs. 10/- each to Rs. 2/- each in the
annual general meeting held on 28th September, 2024 during the year 2024-25.
The paid-up Equity Share Capital as at March 31, 2025 stood at Rs 25,00,00,000 comprising 12,50,00,000
Equity Shares of Rs.2/- each.
The company has not issued shares with differential voting rights nor has granted any stock options or sweat
equity.
As on March 31, 2025, none of the Directors of the company hold instruments convertible into equity shares of
the Company.
SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Company or Associate Company as at 31st March, 2025, hence, the
statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1
pursuant to Section 129(3) of the Companies Act, 2013 is not applicable to your Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 2015 is set out in the
Annexure-I to this report and gives details of the overall industry structure, economic developments,
performance and state of affairs of your and Indian Alluminium industry, industrial and home improvement
business, internal controls and their adequacy, risk management systems and other material developments
during the Financial Year 2024-2025.
EXTRACT OF ANNUAL RETURN:
The copy of Annual Return is available on the website of the company as per section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, and the link of the
website is https://www.sacheta.com/
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted their Declaration of Independence, as required
under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
Independence as provided in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Company has formulated a policy to familiarize the Independent Directors with the Company. The
Independent Directors are appraised during the Board / Committee(s) meetings on the Company operations,
governance, internal control process and other relevant matters. The details of the Familiarization Program are
available on Companyâs website https://www.sacheta.com/
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any loans, or provided any guarantees and made any investments under the
provisions of Section 186 of the Companies Act, 2013 read with the Companies (meeting of Board and its
Powers) Rules, 2014, during the year under review, hence no disclosure with respect to such loans, guarantee
and investments made are required to be given.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and companyâs operations in future.
CORPORATE GOVERNANCE
The detailed report on Corporate Governance for the financial year from 01.04.2024 to 31.3.2025 on the line of
requirements of SEBI (LODR) Regulations appears in the Annexure-III to the Directors Report and forms a
part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year 2024-25 forms part of the
Corporate Governance Report. During the year under review, Nine (9) board meetings were held:
|
Sr No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
|
1 |
16/04/2024 |
8 |
8 |
|
2 |
25/05/2024 |
8 |
8 |
|
3 |
27/07/2024 |
8 |
8 |
|
4 |
02/09/2024 |
8 |
8 |
|
5 |
09/09/2024 |
9 |
9 |
|
6 |
26/10/2024 |
8 |
8 |
|
7 |
10/12/2024 |
8 |
8 |
|
8 |
17/01/2025 |
8 |
8 |
|
9 |
31/03/2025 |
8 |
8 |
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo, is given in the statement annexed hereto and forms a part of this Report
as Annexure-IV.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions, which
is available on the Companyâs website www.sacheta.com. The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus
approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive
nature and / or entered in the Ordinary Course of Business and are at Armâs length Price.
All Related Party Transactions entered during the year were in Ordinary Course of Business and at the Armâs
Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual
consolidated turnover as per the last audited financial statement were entered during the year under review.
As all transactions entered with Related Parties for the year under review were on armâs length basis and in the
ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules
made thereunder are not attracted. Therefore, disclosure in form AOC-2 in terms of Section 134 of the
Companies Act, 2013 is not applicable to the Company hence not provided.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the
provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI(LODR) 2015,
includes an Ethics and Compliance Task Force comprising senior executives of the Company. Protected
disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman
of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companyâs
website www.sacheta.com
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Nomination
and Remuneration Policy formulated in accordance with Section 178 of the Companies Act., 2013 and
Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015(including any
statutory modification(s) or re-enactment(s) thereof for the time being in force.
The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration
of Managerial personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force.) in respect of Directors/employees of the Company is furnished in below and set out in the
Annexure-V
i. Non-Executive Directors have waived sitting fees for attending the Board Meeting, or any other receipt.
ii. Managing Director, Executive Directors, Other Key Managerial personnel and Senior Management will
involve a balanced between fixed and incentive pay reflecting short and long term performance objectives
appropriate to working of the company and its goals.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section
178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is
also available on www.sacheta.com
DIRECTORS:
The Company believes that the Board needs to have an appropriate mix of executive, non-executive and
Independent Directors to maintain its independence and separate its functions of governance and management.
As on 31st March, 2025, our Board comprise of eight members consisting four Executive Directors and four
Independent Directors.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in
the circumstances affecting their status as independent directors of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on
March 31, 2025 are: Mr. Satishchandra K. Shah, Managing Director, Mrs. Chetaben S. Shah, Jt. Managing
Director, Mr. Dashrathbhai K. Patel, Chief Financial Officer and Ms. Vibha Banger, Company Secretary &
Compliance Officer.
AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in the Corporate Governance
Report, which is a part of this report.
NOMINATION AND REMUNERATION COMMITTEE
The details pertaining to the composition of the audit committee are included in the Corporate Governance
Report, which is a part of this report.
STATUTORY AUDITORS AND AUDIT REPORT
Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders
every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of
ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for
ratification of Statutory Auditors appointment.
M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) has furnished a
certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and
Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2024-25.
In terms of the SEBI (LODR) Regulations, the Auditors have confirmed that they hold a valid certificate issued
by the Peer Review Board of the ICAI.
The Statutory Auditorsâ Report for FY 2024-25 on the financial statement of the Company forms part of this
Annual Report.
The Statutory Auditorsâ report on the financial statements for FY 2024-25 does not contain any qualifications,
reservations or adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to
Section 143(12) of the Act. The observations made by the Auditors in their report are self-explanatory and
therefore, do not call for any comments.
However, M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) has
furnished the resignation with effect from 13th May, 2025 and after that company had appointed M/s. Murali &
Venkat, Chartered Accountants, Mumbai (FRN: 002162S) on 09th June, 2025 pursuant to the casual vacancy
created by resignation of M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN:
0112577W) for the financial year 2025-26 and such appointment shall be approved in the ensuing general
meeting.
COST AUDITORS
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost
Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jaymeen Trivedi (Proprietor of M/s.
Jaymeen Trivedi & Associates, Ahmedabad), FCS-9137, Company Secretary in Practice, to carry out the
Secretarial Audit of the Company. The Report of the Secretarial Audit for FY 2024-25 is attached herewith as
Annexure-VI There is a qualifications, observations or adverse remark or disclaimer in the said report which
require any clarification/ explanation.
1. Company is in process to identify eligible candidate for the post of Internal Auditor & shall appoint at
the earliest.
2. Company will make sure to comply with the requirement of Section 123 and 124 of the Companies
Act, 2013.
CORPORATE SOCIAL RESPONSIBILITIES
Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred
crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more
during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board.
Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been
constituted.
RISK MANAGEMENT
However, the provisions of SEBI (LODR) Regulations, 2015 on Risk Management is not applicable to the
Company, as the practice of good Corporate Governance, the Company has internal structure for review of risk
assessment in the leadership of the Managing Director. The function of the internal structure on risk
management is to implement and monitor the risk management plan for the Company and to monitor and
review the risk management plan and ensuring its effectiveness. The major risks affecting business of the
Company are identified and functions are systematically addressed through mitigating actions on a continuing
basis.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee meetings,
etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the board as a
whole and the Chairman of the Company was evaluated, taking into account the views of executive directors
and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs
in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the board, its committees, and individual directors was also
discussed. Performance Evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Discussion and
Analysis, which is a part of this report.
INSURANCE:
All the properties of the Company have been adequately insured.
DIRECTORSâ RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the Companies Act, 2013 your Directorsâ confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year as on March 31, 2023 and of the profit of the Company for that
period.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on a going concern basis.
v. Internal financial control has been laid down and followed by the company and that such controls are
adequate and are operating effectively.
vi. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per
SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report for
above said financial year has been submitted to the stock exchanges within 60 days of the end of the said
financial year.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from
Mr. Jaymeen Trivedi (Membership No. 9137), Proprietor of M/s. Jaymeen Trivedi and Associates, Practicing
Company Secretary, that none of the Directors on the Board of the Company has been disqualified to act as
Director. The same is annexed herewith.
REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and
rules framed thereunder either to the Company or to the Central Government.
PARTICULARS OF EMPLOYEES:
The statement containing information as required under the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as âAnnexure â Vâ and forms part of this report.
COMPLIANCE OF SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with all the applicable provisions of
Secretarial Standards issued by the Institute of Company Secretaries of India.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 and 125 of the Companies Act, 2013, read with Investor Education and Protection
Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), as amended from time to
time, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to
the Investor Education and Protection Fund (IEPF).
During the year under review, Rs. 52039.25 amount was transferred to IEPF in accordance with Section 125 of
the Companies Act, 2013.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORKPLACE:
Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has zero tolerance towards
sexual harassment of women at work place. The Policy aims to provide protection to employees at the
workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where employees feel secure.
Further, the company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
During the year under review, no complaints with allegations of sexual harassment were received by the
Company. The statement in respect of compliant received and disposed is as below;
|
Sr No |
Particulars |
Details |
|
1 |
Number of complaints of sexual harassment received in |
Nil |
|
the year; |
||
|
2 |
Number of complaints disposed off during the year; and |
Nil |
|
3 |
Number of cases pending for more than ninety days |
Nil |
To build awareness in this area, the Company has been conducting induction/refresher programs in the
Company on a continuous basis.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
This clause is not applicable to the company as there is no application made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year 2024-25.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:
This clause is not applicable to the company during the year 2024-25.
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE
PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:
The company has complied with the provision of relating to the Maternity Benefits Act, 1961 during the year
2024-25.
ACKNOWLEDGEMENT:
Your directors take this opportunity to express their deep sense of gratitude for the valuable assistance and co¬
operation extended by the Government Authorities, Bankers, Vendors, Customers, Advisors, the General
Public and for the valued contribution, efforts and dedication shown by the Company Employees, Officers, and
the Executives at all levels. Your directors also sincerely acknowledge the confidence and faith reposed by the
shareholders of the Company.
For, and on behalf of the Board
SACHETA METALS LTD
Date: August 06, 2025 SD/-
Place:- Talod, Prantij Satishkumar K Shah
Chairman & Managing Director
Mar 31, 2024
Your Directors have great pleasures in presenting you the Thirty Four (34th) Annual Report of the Company together with the Audited Financial Result for the year ended on March 31, 2024.
The Operating results of your Company for the period under review are as follows:
|
(Rs. in Lakhs) |
||
|
Particulars |
Current Year ended 31.03.2024 |
Previous Year ended 31.03.2023 |
|
Sales / Turnover |
7529.98 |
9796.32 |
|
Profit before Interest, Depreciation & Tax |
543.25 |
537.95 |
|
Less: Interest |
93.79 |
76.03 |
|
Profit before Depreciation and Tax |
449.46 |
461.92 |
|
Less: Depreciation for the year |
186.17 |
180.39 |
|
Profit before tax |
263.29 |
281.53 |
|
Less: Taxation including deferred tax |
67.65 |
75.43 |
|
Less: Exceptional items |
0.00 |
0.00 |
|
Net profit for the year after tax |
195.63 |
206.09 |
Your Company has generated a good revenue in comparison with that of previous year. The Company has registered total operating revenue of Rs. 7529.98 Lacs for the year ended 31st March, 2024 as compared to Rs. 9796.32 Lacs in the Previous Year. The Net Profit for the year stood at Rs. 195.63 Lacs for the year ended 31st March, 2024 against Rs. 206.09 Lacs reported in the Previous Year.
MATERIAL CHANGES OR COMMITMENT HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT WHICH AFFECT THE FINANCIAL STATEMENTS OF THE COMPANY IN RESPECT OF THE FINANCIAL YEAR:
The company has issued and issued 5870600 equity shares by way of Preferential Allotment in the year 2023-24.
No other material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the Financial Year.
The Board, in its meeting has decided not to declare dividend for the financial year ended March 31, 2024.
The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made herein after paragraphs.
As per SEBI (LODR) Regulations, the Corporate Governance Report with the Auditorsâ Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this.
The Company has devised proper systems to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
AMOUNTS TRANSFERRED TO GENERAL RESERVES:
Pursuant to provisions 134(3)(i) of the Companies Act, 2013, the Company has not proposed to transfer any amount to general reserves account of the Company during the year under review.
The company has issued and allotted 5870600 equity shares by way of Preferential Allotment during the year 2023-24.
The paid-up Equity Share Capital as at March 31, 2024 stood at Rs 25,00,00,000, comprising 2,50,00,000 Equity Shares each of Rs.10.
The company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
As on March 31, 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.
SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Company or Associate Company as at 31st March, 2024, hence, the statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable to your Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 2015 is set out in the Annexure-I to this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your and Indian Alluminium industry, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2023-2024.
The copy of Annual Return is available on the website of the company as per section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, and the link of the website is https://www.sacheta.com/
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not granted any loans, or provided any guarantees and made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (meeting of Board and its Powers) Rules, 2014, during the year under review, hence no disclosure with respect to such loans, guarantee and investments made are required to be given.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
The detailed report on Corporate Governance for the financial year from 01.04.2023 to 31.3.2024 on the line of requirements of SEBI (LODR) Regulations appears in the Annexure-III to the Directors Report and forms a part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.
During the year under review, Nine (9) board meetings were held:
|
Sr No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
|
1 |
08/04/2023 |
8 |
8 |
|
2 |
13/05/2023 |
8 |
8 |
|
3 |
22/05/2023 |
8 |
8 |
|
4 |
05/08/2023 |
8 |
8 |
|
5 |
02/09/2023 |
8 |
8 |
|
6 |
09/09/2023 |
8 |
8 |
|
7 |
04/11/2023 |
8 |
8 |
|
8 |
27/01/2024 |
8 |
8 |
|
9 |
30/03/2024 |
8 |
8 |
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed hereto and forms a part of this Report as Annexure-IV.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has zero tolerance towards sexual harassment of women at work place. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
During the year under review, no complaints with allegations of sexual harassment were received by the Company. To build awareness in this area, the Company has been conducting induction/refresher programmes in the Company on a continuous basis.
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions, which is available on the Companyâs website www.sacheta.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Armâs length Price.
All Related Party Transactions entered during the year were in Ordinary Course of Business and at the Armâs Length basis. No Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement were entered during the year under review.
As all transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Therefore, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable to the Company hence not provided.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI(LODR) 2015, includes an Ethics and Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companyâs website www.sacheta.com
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The remuneration paid to the Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act., 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015(including any statutory modification(s) or re-enactment(s) thereof for the time being in force.
The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.) in respect of Directors/employees of the Company is furnished in below and set out in the Annexure-V
i. Non-Executive Directors have waived sitting fees for attending the Board Meeting, or any other receipt.
ii. Managing Director, Executive Directors, Other Key Managerial personnel and Senior Management will involve a balanced between fixed and incentive pay reflecting short and long term performance objectives appropriate to working of the company and its goals.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.sacheta.com
The Company believes that the Board needs to have an appropriate mix of executive, non-executive and Independent Directors to maintain its independence and separate its functions of governance and management. As on 31st March, 2024, our Board comprise of eight members consisting four Executive Directors and four Independent Directors.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in the circumstances affecting their status as independent directors of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Satishchandra K. Shah, Managing Director, Mrs. Chetaben S. Shah, Jt. Managing Director, Mr. Dashrathbhai K. Patel, Chief Financial Officer and Ms. Vibha Banger, Company Secretary & Compliance Officer.
The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.
STATUTORY AUDITORS AND AUDIT REPORT
Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.
M/s. Kiran & Pradip Associates, Chartered Accountants, Ahmedabad (FRN: 0112577W) has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY 2023-24.
In terms of the SEBI (LODR) Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
The Statutory Auditorsâ Report for FY 2023-24 on the financial statement of the Company forms part of this Annual Report.
The Statutory Auditorsâ report on the financial statements for FY 2023-24 does not contain any qualifications, reservations or adverse remarks or disclaimer.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. The observations made by the Auditorsâ in their report are self-explanatory and therefore, do not call for any comments.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jaymeen Trivedi (Proprietor of M/s. Jaymeen Trivedi & Associates, Ahmedabad), FCS-10035, Company Secretary in Practice, to carry out the Secretarial Audit of the Company. The Report of the Secretarial Audit for FY 2023-24 is attached herewith as Annexure-VI There is a qualifications, observations or adverse remark or disclaimer in the said report which require any clarification/ explanation.
1. Company will comply with the provision of section 138 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITIES
Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board.
Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.
However, the provisions of SEBI (LODR) Regulations, 2015 on Risk Management is not applicable to the Company, as the practice of good Corporate Governance, the Company has internal structure for review of risk assessment in the leadership of the Managing Director. The function of the internal structure on risk management is to implement and monitor the risk management plan for the Company and to monitor and review the risk management plan and ensuring its effectiveness. The major risks affecting business of the Company are identified and functions are systematically addressed through mitigating actions on a continuing basis.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance Evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Discussion and Analysis, which is a part of this report.
All the properties of the Company have been adequately insured.
DIRECTORSâ RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the Companies Act, 2013 your Directorsâ confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2023 and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on a going concern basis.
v. Internal financial control has been laid down and followed by the company and that such controls are adequate and are operating effectively.
vi. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Your directors take this opportunity to express their deep sense of gratitude for the valuable assistance and cooperation extended by the Government Authorities, Bankers, Vendors, Customers, Advisors, the General Public and for the valued contribution, efforts and dedication shown by the Company Employees, Officers, and the Executives at all levels. Your directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.
Mar 31, 2018
Dear Members,
The Directors have great pleasures in presenting you the Twenty-eighth Annual Report of the Company together with the Audited Financial Result for the year ended on March 31, 2018.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are as follows:
(Rs. in Lacs)
|
Particulars |
Current Year ended 31.03.2018 |
Current Year ended 31.03.2017 |
|
Sales / Turnover |
6900.28 |
6114.91 |
|
Profit before Interest, Depreciation & Tax |
505.13 |
328.96 |
|
Less Interest |
60.13 |
56.97 |
|
Profit before Depreciation and Tax |
445.00 |
272.00 |
|
Less Depreciation for the year |
165.11 |
178.41 |
|
Profit before tax |
278.64 |
93.59 |
|
Taxation including deferred tax |
92.78 |
33.95 |
|
Exceptional items |
0.00 |
0.00 |
|
Net profit for the year after tax |
185.86 |
59.64 |
DIVIDEND:
The Board, in its meeting proposed dividend of Rs 0.25 per share (2.5%) of face value of Rs 10 each aggregating to Rs. 47.35 Lacs (Previous year Rs. 47.35 Lacs) out of the current yearâs profit for the financial year ended March 31, 2018. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) scheduled to be held on 29th September, 2018. The Register of Members and Share Transfer Books will remain closed from 25.09.2018 to 29.09.2018 (both day inclusive) for the purpose of payment of dividend for the financial year ended on March 31, 2018.
FINANCIAL PERFORMANCE
Your Company reported a growth of 12.84 % over the Previous Year in terms of revenue. The revenue from the operation stood at Rs. 6900.28 Lacs compared with Rs. 6114.91 Lacs in the Previous Year. The Net Profit for the year stood at Rs. 185.86 Lacs against Rs. 59.64 Lacs reported in the Previous Year, a arise of 211.63%.
The company continues to harvest and reinforce market leadership in its field.
STATUTORY DISCLOSURES:
The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made herein after paragraphs.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview of the Company
We, SACHETA METALS LIMITED, a Public Limited Company established in the year 1990. The Registered Office and Manufacturing Unit of our Company is situated at Sacheta Udyog Nagar, Opp.College, Mahiyal, TALOD-383215 Gujarat. Our Corporate Office is situated at the Business Capital Centre of India Mumbai @ Sakseria Industrial Estate, S.V.Road, Malad (West), Mumbai 400064 (INDIA).
We, SACHETA METALS LIMITED, are one of the major manufacturers & exporters of Aluminium, Stainless and mild steel Houseware kitchenware Utensils - Casting - Sheet - Coils - Circles, Non Stick Cookware - Pressure Cooker, Foil Chaquered sheet, PP Caps / Slug & other Houseware & also Stainless Steel Kitchenware in India.
Prospects
Despite growing significance of cheaper substitute, the Rs 3200-crore aluminium utensil industry is set to witness between 15 and 20 per cent growth in the next two years due to high resale value of items. The industry has recorded an average growth of 15 per cent in the last three years in spite of economic turmoil.
The estimates assume significance as the utensil sector alone consumes nearly 20 per cent of the overall aluminum consumption in India and sets the direction for aluminium producers for production capacity. The sector also establishes the changing consumersâ sentiment who along with immediate need, think returns before considering investment.
Utensils made of stainless steel (SS) directly compete with that of aluminium. But, on the price front, SS utensil lags behind. SS utensils are available at one-fourth of the price of aluminium utensils. Hence, consumers opt for SS utensil for immediate needs. But, those who can afford costlier items and aim it as an investment, buy aluminium utensils.
Compare this: SS utensil scrap is generally dumped for no value while the aluminium utensils scrap is kept safe for selling it back to local retailer at slightly discount of new utensils.
While the industry was growing at about 10 per cent annually until three years ago, new innovations in product portfolio kept the consumersâ confidence up and the overall growth intensified further to 15 per cent in the last three years. Cookware like non-stick pans and pressure cookers are gaining more popularity in kitchens across all segments of population.
Almost 95 per cent of these products are made of recycled metal wherein there is no price differential for the products based on recycled or virgin metal. Garg said this was because the metal loses none of its original properties in the recycling process. Also, the issues of contamination in recycled metal were duly taken care of by the industry. The utensil manufacturers source the raw material from scrap traders, who collect used aluminium articles from rag pickers and petty collectors.
Nearly 15 per cent of the aluminium utensils produced in the country is exported to West Asia, Europe and African countries. (Sources:-http://economictimes.indiatimes.com/topic/aluminium-industry, http://www.indianmirror.com/indian-industries/ aluminium.html, http://www.aluminium-india.org/ Aluminiummetal.php)
Cautionary Statement
Statements in this Management Discussion and Analysis describing the Companyâs objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companyâs operations include a downward trend in the particular industry, rise in input costs, exchange rate fluctuations, and significant changes in political and economic environment in India, environment standards, tax laws, litigation and labour relations.
Shareholders are cautioned that certain data and information external to the Company is included in this section. Though these data and information are based on sources believed to be reliable, no representation is made on their accuracy or comprehensiveness. Further, though utmost care has been taken to ensure that the opinions expressed by the management herein contain their perceptions on most of the important trends having a material impact on the Companyâs operations, no representation is made that the following presents an exhaustive coverage on and of all issues related to the same. The opinions expressed by the management may contain certain forward-looking statements in the current scenario, which is extremely dynamic and increasingly fraught with risks and uncertainties.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2105.
SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2018 stood at Rs 18.94 crore. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the company hold instruments convertible into equity shares of the Company.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given loans or guarantee nor made investments u/s 186 of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future- except one order of SEBI for penalty of Rs 4.00 lakhs for late disclosures of transactions in shares of the company by the promoters.
CORPORATE GOVERNANCE
The detailed report on Corporate Governance for the financial year from 01.04.2017 to 31.3.2018 on the line of requirements of Listing Regulations appears in the Annexure I to the Directors Report and forms a part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return as prescribed under sub-Section (3) of Section 92 of the Companies Act, 2013 in Format MGT-9 is annexed to the Report-Annexure II.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in the statement annexed hereto and forms a part of this Report as Annexure-III.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE.
Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on armâs length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. But for better Governance and disclosure form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached as Annexure IV. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a system of framework for the purpose of identification and monitoring of such Related Party Transactions. Note containing in Financial Statement sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the ordinary course of business and at armâslength.
All Related Party Transactions are placed before the Audit Committee as also to the Board for approval, if any. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, form AOC-2 is not applicable to the Company. Your Company has formulated a policy on related party transactions, which is also available on Companyâs website.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in below:
i. Non Executive Directors have waved meeting sitting fees or any other receipt.
ii. Managing Director, Executive Directors, Other Key Managerial personnel and Senior Management will involve a balanced between fixed and incentive pay reflecting short and long term performance objectives appropriate to working of the company and its goals.
DIRECTORS:
Mr. Satishkumar Shah (DIN 00237283), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment AUDITORS AND AUDIT REPORT
M/s Kiran & Pradip Associates, Chartered Accountants (FRN.: 0112577W), ceases to hold office of Auditors at the ensuing Annual General Meeting and have express their willingness to be re-appointed. Accordingly, shareholders permission is sought for appointment of the Auditors for further term of four years. Your directors recommend the resolution.
The observations made by the Auditorsâ in their report are self-explanatory and therefore, do not call for any comments. CORPORATE SOCIAL RESPONSIBILITIES
Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board.
Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
DEPOSITS:
The Company has not accepted any deposits coming under the provisions of the Companies Act, 2013 and Rules framed there under.
INSURANCE:
All the properties of the Company have been adequately insured.
DIRECTORSâ RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the Companies Act, 2013 your Directorsâ confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2018 and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on a going concern basis.
v. Internal financial control have been laid down and followed by the company and that such controls are adequate and are operating effectively.
vi. Proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their deep sense of gratitude for the valuable assistance and co-operation extended by the Government Authorities, Bankers, vendors, customers, advisors, the general public and for the valued contribution, efforts and dedication shown by the Company employees, officers, and the executives at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.
On behalf of the Board of Director
For Sacheta Metals Limited
Place : Mumbai Satish K Shah
Date:- 06.08.2018 Chairman & Mg. Director
Mar 31, 2016
To the Members,
The Directors have great pleasures in presenting you the Twenty-Sixth Annual Report of the Company together with the Audited Accounts for the year ended on March 31,2016.
FINANCIALRESULTS:
The Operating results of your Company for the period under review are as follows:
(Rs. in Lacs)
|
Particulars |
Current Year ended 31.03.2016 |
Previous Year ended 31.03.2015 |
|
Sales / Turnover |
5041.57 |
6797.43 |
|
Profit before Interest, Depreciation & Tax |
332.14 |
370.52 |
|
Less Interest |
54.52 |
63.01 |
|
Profit before Depreciation and Tax |
277.62 |
307.51 |
|
Less Depreciation for the year |
210.70 |
255.17 |
|
Profit before tax |
66.92 |
52.34 |
|
Taxation including deferred tax |
25.34 |
17.96 |
|
Exceptional items |
0.00 |
0.00 |
|
Net profit for the year after tax |
41.58 |
34.38 |
|
Balance brought forward from previous year |
106.53 |
109.60 |
|
Profit available for appropriation |
148.11 |
143.98 |
|
Adjustment for Depreciation |
0.00 |
3.22 |
|
Transfer to General Reserve |
0.00 |
0.00 |
|
Dividend Tax |
5.78 |
5.82 |
|
Dividend on equity |
28.41 |
28.41 |
|
Balance carried forward to Balance-Sheet |
113.92 |
106.53 |
DIVIDEND:
Your Directors recommend dividend of Rs 0.15 per share (1.5%) of face value of Rs 10 each out of the current year''s profit. OPERATIONS:
During the year, the company''s revenue from operation was of Rs 5041.57 lakhs as compared to the last year figure of Rs. 6797.99 lakhs. The net profit for the year was Rs41.58 lakhs compared to last year of Rs 34.38 lakhs.
STATUTORY DISCLOSURES:
The Statutory disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been made herein after paragraphs.
MANAGEMENTDISCUSSIONANDANALYSISREPORT
The year under review was under demand constraint which has affected sales. There was, however, increase in margin which has helped to maintain the bottom line
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS.
The Independent Directors of the Company have submitted their Declaration of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in Section 149(6) of the Act.
PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS:
The Company has not given loans or guarantee nor made investments u/s 186 of the Companies Act, 2013.
SIGNIFICANTAND MATERIALORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
CORPORATE GOVERNANCE:
The detailed report on Corporate Governance for the financial year from 1.4.2015 to 31.3.2016 on the line of requirements of Listing Regulations appears in the Annexure I to the Directors Report and forms a part of this Annual Report.
EXTRACTOFANNUALRETURN:
An extract of the Annual Return as prescribed under sub-Section (3) of Section 92 of the Companies Act, 2013 in Format MGT-9 is annexed to the Report-Annexure II.
PARTICULARS OF CONTRACTS ORARRANGEMENTSWITH RELATED PARTIES
All contracts/arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. Your Directors draw attention of the members to Note no. 25(6) of the financial statement which set out related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-III in Form AOC-2 and the same forms part of this report.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND EMPLOYEES:
The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in below:
i. Non Executive Directors have waved meeting sitting fees or any other receipt.
ii. Managing Director, Executive Directors, Other Key Managerial personnel and Senior Management will involve a balanced between fixed and incentive pay reflecting short and long term performance objectives appropriate to working of the company and its goals.
DIRECTORS:
Mr Pravin P Shah (DIN 02416407), Mr Jagdish Gandhi (DIN 02384640) and Mr Kalyan C Shah (DIN 02660920), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment
AUDITORSANDAUDIT REPORT:
M/s R. R. Mandali & Co. Chartered Accountants, (ICAI Registration No 114223W), the Auditors of the Company were appointed as Auditors of the Company from the conclusion of 24th Annual General Meeting held on 30.09.2014 until the conclusion of 27th Annual General Meeting to be held in Calendar year 2017. The appointment is subject to ratification by the members at each Annual General Meeting. M/s R.R Mandali & Co. are eligible for re-appointment for financial year 2016-17.
AUDITORâSREPORT:
The observations made by the Auditors'' in their report are self-explanatory and therefore, do not call for any comments.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
Information under section 134(3)(m) of the Companies Act, 2013 read with Rule-8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-IV
DEPOSITS:
The Company has not accepted any deposits coming under the provisions of the Companies Act, 2013 and Rules framed there under.
INSURANCE:
All the properties of the Company have been adequately insured.
DIRECTORSâRESPONSIBILITYSTATEMENT:
As required under Section 134(3)(c) of the Companies Act, 2013 your Directors'' confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on March 31,2016 and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on a going concern basis.
v. Internal financial control have been laid down and followed by the company and that such controls are adequate and are operating effectively.
vi. Proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their deep sense of gratitude for the valuable assistance and co-operation extended by the Government Authorities, Bankers, vendors, customers, advisors, the general public and for the valued contribution, efforts and dedication shown by the Company employees, officers, and the executives at all levels. Your Directors also sincerely acknowledge the confidence and faith reposed by the shareholders of the Company.
For and on behalf of the Board
Date : 28.05.2016 Satish K Shah
Place : Mahiyal Chairman & Managing Director
Mar 31, 2015
The Directors have great pleasures in presenting you the Twenty-Fifth
Annual Report of the Company together with the Audited Accounts for the
year ended on March 31, 2015.
FINANCIAL RESULTS :
The Operating results of your Company for the period under review are
as follows: (Rs. inLacks)
Particulars current year Previous Year
ended
31.03.2015 ended
31.03.2014
Sales / Turnover 6797.43 6691.56
Profit before Interest,
Depreciation & Tax 370.52 377.25
Less Interest 63.01 64.13
Profit before Depreciation and Tax 307.51 313.12
Less Depreciation for the year 255.17 204.10
Profit before tax 52.34 109.02
Taxation including deferred tax 17.96 37.64
Exceptional items 0 0
Net profit for the year after tax 34.38 71.38
Balance brought forward
from previous year 109.60 95.40
Profit available for appropriation 143.98 166.78
Adjustment for Depreciation 3.22 0.00
Transfer to General Reserve 0 1.78
Dividend Tax 5.82 8.05
Dividend on equity 28.41 47.35
Balance carried forward to Balance-Sheet 106.53 109.60
DIVIDEND :
Your Directors recommend dividend of Rs 0.15 per share (1.5%) of face
value of Rs 10 each out of the current year's profit.
OPERATIONS :
During the year, the company has achieved sales of Rs. 6797.43 lacks as
compared to the last year figure of Rs. 6691.56 lacks. The net profit
for the year was Rs 34.38 lacks compared to last year of Rs 71.38
lacks.
STATUTORY DISCLOSURES :
The Statutory disclosures in accordance with Section 134 read with Rule
8 of Companies (Accounts) Rules, 2014. Section 178, Section 197 read
with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 have been made herein after paragraphs.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
The year under review was under several constraints like low
realization and increase in cost of production. In spite of the
constraints the profit before depreciation and tax was near last year
one but this year higher rate and quantum of depreciation amount the
net profit was lower than last year. This will be stream line during
current year as company is planning increase export, where margins are
more, and also planning Solar Power Plant to reduce fuel cost. The
current year performance will be better ahead.
DIRECTORS' RESPONSIBILITY STATEMENT :
As required under Section 134(3)(c) of the Companies Act, 2013 your
Directors' confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as on March 31, 2015
and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv. The Annual Accounts have been prepared on a going concern basis.
v. Internal financial control have been laid down and followed by the
company and that such controls are adequate and are operating
effectively.
vi. Proper system have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS :
The Independent Directors of the Company have submitted their
Declaration of Independence, as required under the provisions of
Section 149(7) of the Companies Act, 2013 stating that they meet the
criteria of Independence as provided in Section 149(6) of the Act.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :
The Company has not given loans or guarantee nor made investments u/s
186 of the Companies Act, 2013.
CORPORATE GOVERNANCE :
The detailed report on Corporate Governance for the financial year from
1.4.2014 to 31.3.2015 on the line of requirements of Listing Agreement
and SEBI appears in the Annexure I to the Directors Report and forms a
part of this Annual Report.
EXTRACT OF ANNUAL RETURN :
An extract of the Annual Return as prescribed under sub-Section (3) of
Section 92 of the Companies Act, 2013 in Format MGT-9 is annexed to the
Report-Annexure II.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES :
The information required under Section 197 read with Rule 5 of
Companies (Appointment and Remuneration of Managerial personnel) Rules,
2014 in respect of employees of the Company and Directors is furnished
in below:
Non Executive Directors have waived meeting sitting fees or any other
receipt.
Managing Director, Executive Director, Other Key Managerial personnel
and Senior Management will involve a balanced between fixed and
incentive pay reflecting short and long term performance objectives
appropriate to working of the company and its goals.
DIRECTORS :
Mrs Chetanaben S Shah (DIN 00237410) and Mr Ankit S Shah (DIN 00237217)
, Director, retires by rotation at the ensuing Annual General Meeting
and, being eligible, offer themselves for reappointment
AUDITORS AND AUDIT REPORT :
M/s R. R. Mandali & Co. Chartered Accountants, (ICAI Registration No
114223W), the Auditors of the Company were appointed as Auditors of the
Company from the conclusion of 24th Annual General Meeting held on
30.09.2014 until the conclusion of 27th Annual General Meeting to be
held in Colander year 2017. The appointment is subject to ratification
by the members at each Annual General Meeting. M/s R.R Mandali & Co.
are eligible for re-appointment for financial year 2015-16.
AUDITORS REPORT :
The observations made by the Auditors' in their report are
self-explanatory and therefore, do not call for any comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Information under section 134(3)(m) of the Companies Act, 2013 read ith
Rule-8 of the Companies (Accounts) Rules, 2014 is provided in
Annexure-III
DEPOSITS :
The Company has not accepted any deposits coming under the provisions
of the Companies Act, 2013 and Rules framed there under.
INSURANCE :
All the properties of the Company have been adequately insured.
ACKNOWLEDGEMENT :
Your Directors take this opportunity to express their deep sense of
gratitude for the valuable assistance and cooperation extended by the
Government Authorities, Bankers, vendors, customers, advisors, the
general public and for the valued contribution, efforts and dedication
shown by the Company employees, officers, and the executives at all
levels. Your Directors also sincerely acknowledge the confidence and
faith reposed by the shareholders of the Company.
For and on behalf of the Board
Date : 29.05.2015
Satish K Shah
Place : Mahiyal
Chairman & Managing Director
Mar 31, 2014
To the Members,
The Directors have great pleasures in presenting you the Twenty-Fourth
Annual Report of the Company together with the Audited Accounts for the
year ended on March 31, 2014.
FINANCIAL RESULTS :
The Operating results of your Company for the period under review are
as follows : (Rs. in Lacs)
Particulars Current Year Previous Year
ended 31.03.2014 ended 31.03.2013
Sales / Turnover 6691.56 6638.05
Profit before Interest,
Depreciation & Tax 377.25 319.43
Less Interest 64.13 63.71
Profit before Depreciation and Tax 313.12 255.72
Less Depreciation for the year 204.10 153.34
Profit before tax 109.02 102.38
Taxation including deferred tax 37.64 36.47
Exceptional items 0 0.58
Net profit for the year after tax 71.38 65.33
Balance brought forward from
previous year 95.40 86.74
Profit available for appropriation 166.78 152.07
Transfer to General Reserve 1.78 1.64
Dividend Tax 8.05 7.68
Dividend on equity 47.35 47.35
Balance carried forward to
Balance-Sheet 109.60 95.40
DIVIDEND :
Your Directors recommend dividend of Rs 0.25 per share (2.5%) of face
value of Rs 10 each out of the current year''s profit.
OPERATIONS :
During the year, the company has achieved sales of Rs. 6691.56 lacs as
compared to the last year figure of Rs. 6638.05 lacs. The cash profit
(i.e. profit before depreciation), increased to Rs 313.12 lacs from Rs
255.72 last year and the net profit was Rs 71.38 lacs as compared to Rs
65.33 lacs in previous year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
Your directors are pleased to state that the company has started
production at Caster Plant which was successfully installed during the
last year. Earlier the Company is producing aluminium foil for only
commercial purpose now the company has also started production of
aluminium foil for purpose of home consumption. The company has also
started Research and Development Unit. The company is planning to
install plant for production of aluminium case roll. Last year the
company had completed its backward integration expansion by installing
Caster Plant of manufacturing Aluminium Ingots from Aluminium scraps.
The Backward integration facility has helped the company to increase
its margin.
DIRECTORS :
Mr Satishkumar Keshavlal Shah, Director, retires by rotation at the
ensuing Annual General Meeting and, being eligible, offer himself for
reappointment. Mr Pravin P Shah, Mr Jagdish K Gandhi and Mr Kalyan C
Shah are proposed for re- appointment as Independent Directors. Mr
Pranav S Shah and Mr Dilipkumar Sanghavi are proposed for appointment
as new directors.
CORPORATE GOVERNANCE :
The detailed report on Corporate Governance for the financial year from
1.4.2013 to 31.3.2014 on the line of requirements of Listing Agreement
and SEBI appears in the annexure I to the Directors Report and forms a
part of this Annual Report.
AUDITORS AND AUDIT REPORT :
M/s R. R. Mandali & Co. Chartered Accountants, the Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
& being eligible offer themselves for re-appointment. Your Directors
recommend their appointment.
The observations made by the Auditors'' in their report are
self-explanatory and therefore, do not call for any comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo is annexed hereto as
Annexure "A" and forms part of this Report.
DEPOSITS :
The Company has not accepted any deposits coming under the provisions
of the Companies Act, 2013 and Rules framed there under.
INSURANCE :
All the properties of the Company have been adequately insured.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) :
None of the employees is in receipt of the remuneration specified in
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules 1988, as amended.
DIRECTORS'' RESPONSIBILITY STATEMENT :
As required under Section 217 (2AA) of the Companies Act, 1956 your
directors'' confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as on March 31, 2014
and of the profit of the Company for that period.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iii. The Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT :
Your Directors take this opportunity to express their deep sense of
gratitude for the valuable assistance and co-operation extended by the
Government Authorities, Bankers, vendors, customers, advisors, the
general public and for the valued contribution, efforts and dedication
shown by the Company employees, officers, and the executives at all
levels. Your Directors also sincerely acknowledge the confidence and
faith reposed by the shareholders of the Company.
For and on behalf of the Board
Date : May 30, 2014 SATISH K SHAH
Place : Mahiyal MANAGING DIRECTOR
Mar 31, 2013
To the Members,
The Directors have great pleasures in presenting you the Twenty-Third
Annual Report of the Company together with the Audited Accounts for the
year ended on March 31, 2013.
FINANCIAL RESULTS:
The Operating results of your Company for the period under review are
as follows :
(Rs. in Lacs)
Particulars Current
Year Previous
Year
ended
31.03.2013 ended
31.03.2012
Sales/Turnover 6608.04 6225.32
Profit before
Interest, Depreciation & Tax 319.43 340.90
Less Interest 63.71 78.46
Profit before Depreciation and Tax 255.72 262.44
Less Depreciation for the year 153.34 151.60
Profit before tax 102.38 110.84
Taxation including deferred tax 36.47 35.22
Exceptional items 0.58 0.75
Net profit for the year after tax 65.33 74.86
Balance brought forward
from previous year 86.74 68.80
Profit available for appropriation 152.07 143.66
Transfer to General Reserve 1.64 1.89
Dividend Tax 7.68 7.68
Dividend on equity 47.35 47.35
Balance carried forward to
Balance-Sheet 95.40 86.74
DIVIDEND :
Your Directors recommend dividend of Rs 0.25 per share (2.5%) of face
value of Rs 10 each out of the current year''s profit.
OPERATIONS:
During the year, the company has achieved sales of Rs. 6608.04 lacs as
compared to the last year figure of Rs. 6225.32 lacs i.e. increase of
6%. The cash profit (i.e. profit before depreciation), due to margin
pressure, remained at Rs 255.72 lacs and the net profit was Rs 65.33
lacs as compared to Rs 74.86 lacs in previous year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
As mentioned in our previous year report the company has been able to
complete its backward integration expansion by installing caster plant
of manufacturing Aluminium Coils from Aluminium Scraps and Ingots. The
consumption of Aluminium House Foils is on rise as packing materials in
Pharmacy & Food Processing Industries. Your directors are pleased to
inform that the company is going to start forward integration by
installing Foil Mill for manufacturing Aluminium House Foil from
Aluminium Coils. This year the company will achieve higher export
turnover. The forward integration will help the company to increase its
margin.
DIRECTORS :
Mr Praveenchandra Poonamchand Shah, Director, retires by rotation at
the ensuing Annual General Meeting and, being eligible, offer himself
for reappointment. Mr Jayeshkumar J Vakharia and Mr Dharmesh
Chandrakant Shah also retire by rotation but not willing re-appointment
and the Board do not intent to make any appointment in their place.
CORPORATE GOVERNANCE:
The detailed report on Corporate Governance for the financial year from
1.4.2012 to 31.3.2013 on the line of requirements of Listing Agreement
and SEBI appears in the annexure I to the Directors Report and forms a
part of this Annual Report.
AUDITORS AND AUDIT REPORT :
M/s R. R. Mandali & Co. Chartered Accountants, the Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
& being eligible offer themselves for re-appointment. Your Directors
recommend their appointment.
The observations made by the Auditors'' in their report are
self-explanatory and therefore, do not call for any comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo, as prescribed under
section 217 (1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in the. Report of Board of Directors)
Rules, 1988 is annexed hereto as Annexure "A" and forms part of this
Report.
DEPOSITS :
The Company has not accepted any deposits coming under the provisions
of Section 58A of the Companies Act, 1956 read with Companies
(Acceptance of deposits) Rules 1975.
INSURANCE :
All the properties of the Company have been adequately insured.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):
None of the employees is in receipt of the remuneration specified in
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules 1988, as amended.
DIRECTORS'' RESPONSIBILITY STATEMENT :
As required under Section 217 (2AA) of the Companies Act, 1956 your
directors'' confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as on March 31, 2013
and of the profit of the Company for that period.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for Safeguarding the assets of the Company and for
preventing and detecting fraud and other Irregularities.
iii. The Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their deep sense of
gratitude for the valuable assistance and co-operation extended by the
Government Authorities, Bankers, vendors, customers, advisors, the
general public and for the valued contribution, efforts and dedication
shown by the Company employees, officers, and the executives at all
levels. Your Directors also sincerely acknowledge the confidence and
faith reposed by the shareholders of the Company.
For and on behalf of the Board
Date : 30th May, 2013 SATISH K SHAH
Place : Mahiyal MANAGING DIRECTOR
Mar 31, 2010
The Directors have great pleasures in presenting you the Twentieth
Annual Reports of the Company together with the Audited Accounts for
the year ended on March 31, 2010.
FINANCIAL RESULTS :
The Operating results of your Company for the period under review are
as follows :
(Rs. in Lacs)
Particulars Current Year Previous Year
ended 31.03.2010 ended 31.03.2009
Sales / Turnover 4473.23 3365.30
Profit before Interest,
Depreciation & Tax 243.68 231.98
Less Interest 55.02 77.96
Profit before Depreciation
and Tax 188.66 154.02
Less Depreciation for the
year 91 75.92
Profit before tax 97.66 78.10
Taxation including deferred
tax 35.87 27.64
Net profit for the year
after tax 61.79 50.46
Balance brought forward from
previous year 23.49 22.76
Prior year adjustment 0 -4.46
PROFIT available for
appropriation 85.28 68.76
Transfer to General Reserve 23.49 22.49
Dividend Tax 3.35 3.05
Dividend on equity 19.73 19.73
Balance carried forward to
Balance-Sheet 38.71 23.49
DIVIDEND :
Your Directors recommend dividend of Rs 0.25 per share (2.5%) of face
value of Rs 10 each out of the current years
profit.
OPERATIONS :
During the year, the company has achieved sales of Rs. 4473.23 lacs as
compared to the last year figure of Rs. 3358.30 lacs i.e.increase of
25%:The cash profit (i.e. profit before depreciation) increased to Rs
188.66 lacs from previous years of Rs. 154.02 lacs i.e. increase of
22% and the net profit increased to Rs 61.79 lacs from previous years
of Rs 50.46 lacs i.e. increase of 22%.
The company during the year made a remarkable success, both
strategically and operationally. The better economic environment
provided an added stimulus.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
The use of aluminium is increasing day by day. Along with manufacturing
aluminium utensils there is great scope in manufacturing aluminium
sheets of different gauges. The consumption of aluminium foils & coils
is on rise as packaging materials in Pharmacy & Food processing
industries. Being a light metal its sheets is also used in making of
aircrafts, steamers, buses and vehicles.
Presently, we are purchasing Aluminum Sheets as raw material for
conversion to Utensils as final product. The company is planning to
further integrate its manufacturing facilities by going backward into
manufacturing of Aluminum Sheets, coils & foils. With this the present
capacity of 6000 M.T will be raised to 7200 M.T. The overall operating
cycle will be reduced and margin will improve.
The estimated cost of expansion project is of Rfi. 900 lacs and it is
to be funded by preferential allotment of equity shares to promoters
and others. The construction of factory shad is completed and
machineries are being installed. The production is expected to start by
end of next month.
DIRECTORS:
Mr Jayesh J Vakharia, Mr Jagdish K Ganahi and Mr Pravin P Shah,
Directors, retire by rotation at the ensuing Annual General Meeting
and, being eligible, offer themselves for reappointment. The Board
recommend their reappointment for your approval.
CORPORATE GOVERNANCE:
The detailed report on Corporate Governance for the financial year from
1.4.2009 to 31.3.2010 on the line of requirements of Listing Agreement
and SEBI appears in the annexure I to the Directors Report and forms a
part of this Annual Report.
AUDITORS AND AUDIT REPORT:
M/s R. R. Mandali & Co. Chartered Accountants, the Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
& being eligible offer themselves for re-appointment. Your Directors
recommend their appointment.
The observations made by the Auditors in their report are
self-explanatory and therefore, do not call for any comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo as prescribed under
section 217 (1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 is annexed hereto as Annexure "A" and forms part of this Report.
DEPOSITS :
The Company has not accepted any deposits coming under the provisions
of Section 58A of the Companies Act, 1956 read with Companies
(Acceptance of deposits) Rules 1975.
INSURANCE :
All the properties of the Company have been adequately insured.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):
None of the employees is in receipt of thr remuneration specified in
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules 1988, as amended. ,,
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956 your
directors confirm that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as on March 31, 2010
and of the profit of the Company for that period.
The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iii. The Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their deep sense of
gratitude for the valuable assistance and co-operation extended by the
Government Authorities, Bankers, vendors, customers, advisors, the
general public and for the valued contribution, efforts and dedication
shown by the Company employees, officers, and the executives at all
levels. Your Directors also.sincerely acknowledge the confidence and
faith reposed by the shareholders of the Company.
For and on behalf of the Board
Date : 26.08.2010 SATISH K SHAH
Place : Mahiyal MANAGING DIRECTOR
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