The Directors have pleasure in presenting the 30th Annual Report and
the Audited Accounts, Balance Sheet and Profit & Loss Account for the
year ended 31st March, 2015. The highlights of the financial results
are as under:
(Rs. in Lacs) (Rs. in Lacs)
Total Revenue 951.21 818.45
Profit before Tax 32.56 49.55
Less: Tax Expenses 5.33 12.85
Net Profit 27.23 36.70
REVIEW OF OPERATIONS
During the year under review, the Company''s total income is Rs.951.21
lacs as compared to Rs. 818.45 Lacs in previous year. The Net Profit is
Rs. 27.23 Lacs as compared to Rs. 36.70 lacs in the previous year.
Your company is engaged in manufacturing of Aluminium Grills, Door &
Windows etc. and has two manufacturing units namely ''Elesar Focchi'',
one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad
(Maharashtra). These units have contributed Rs.911.18 lacs as compared
to Rs. 774.91 lacs in the previous year in total income of the Company.
You will be happy to note that the manufacturing unit of the Company
namely Elesar Focchi, is an ISO 9001: 2008 certified unit.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Shri Sudhir Goel, Director of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible have offered himself for re-appointment. Shri Sudhir Goel is
a qualified Chartered Accountant and has over 32 years of experience in
the Aluminium Industries. He is a Director of this Company from the
year 1988. He is looking after the financial affairs of the Company as
a Director. He holds 5 equity shares in the Company.
As per the provisions of the Companies Act, 2013, a class or class of
company as may be prescribed shall have at least one women director.
Pursuant to section 149(1), 161 and other applicable provisions of the
Companies Act, 2013, Mrs.Renu Somani has been appointed as Additional
Director of the Company w.e.f. 23.03.2015. She is a Bachelor in Arts
(B.A) from Chennai University and has over 18 years experience of
Shri S K Sharma has been appointed as Chief Financial Officer of the
Company as per Section 203 of the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors'' responsibility statement, it is hereby
a) in the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March,2015 and profit of the Company for the
c) the directors have taken proper and sufficient care of 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
d) the directors have prepared the Annual Accounts on a going concern
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate
and operating effectively.
MEETING OF THE BOARD
Seven Board Meeting were held during the year and the dates on which
the said meetings were held:
May 30, 2014, August 14, 2014, November 14, 2014, January 12, 2015,
January 22, 2015, February 13, 2015 and March 23,2015.
POLICY ON DIRECTORS'' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Company''s policy on directors'' appointment and remuneration and
other matter are as per the provision of Section 178(3) of the Act
CONTRACTS AND ARRANGEMENTS WITH 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 of the
financial statement which set out related party transactions.
INTERNAL FINANCIAL CONTROLS
The Board of Directors have taken necessary steps for internal
financial control and its adequacy during the financial year 2014-15.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
The particulars of loans, guarantees and investments have been
disclosed in the financial statements of the Company.
SECRETARIAL STANDARDS OF ICSI
During the year under review, Secretarial Standard specified by - the
Institute of Company Secretaries of India (ICSI) from time to time were
recommendatory in nature. Your Company however complied with the same.
The Board has appointed M/s Arun Dash & Associates, Company
Secretaries, to conduct Secretarial Audit of the Company for the
financial year ended March 31,2015 is annexed herewith marked
asAnnexure II to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. Motilal & Associates (Firm Reg.No. 106584W),
Chartered Accountants, were appointed as statutory auditors of the
Company from the conclusion of 29th Annual General Meeting of the
company till the conclusion of the 34th Annual General Meeting of the
Company to be held in the Calendar year 2019 subject to ratification of
their appointment at every AGM.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO
The information pursuant to Section 134 (3) (m) of the Companies Act,
2013 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is annexed to this report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
I to this Report
PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with
Rules 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
During the year 2014-2015, the Company has no executive who was in
receipt of remuneration exceeding the sum prescribed under aforesaid
section / rule.
Your Directors would tike to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and
members/shareholders of the Company during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed services by Company''s executives, staff and workers.
For and on behalf of the Board
Lalit Kumar Daga
Date: 30th May, 2015