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Guj. Craft Indus Director Report
BSE:526965 | IND:Textiles - Manmade Fibre - PPFY | ISIN code:INE372D01019 | SECT:Textiles
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You can view full text of the Director's Report for Gujarat Craft Industries Ltd.
Director Report
Mar2014 Mar 2015
Dear Member
The Directors are pleasured to present the 31st ANNUAL REPORT together
with the Audited Financial Statements for the Financial Year 2014-15
ended on 31st March, 2015.
1. FINANCIAL RESULTS:
(Rs. in lacs)
Particulars 2014-15 2013-14
Operating Profit (Before Interest & Depreciation) 686.50 591.87
Less : Financial Expenses 359.26 281.45
Profit before Depreciation 327.24 310.42
Less : Depreciation 184.99 131.98
Profit before tax 142.25 178.44
Less : Provision for current Tax (after
MAT credit) 29.33 36.69
(Add): MAT Credit (27.39) (22.26)
Less: Tax of earlier Year 1.21 -
Less: Deferred Tax Liability 55.46 47.05
Profit aftertax 83.64 116.96
Add: Balance Brought Forward from Previous year 582.21 465.25
Less: Effect of change in accounting policy for
Depreciation (9.26) -
Balance carried to Balance Sheet 656.59 582.21
There are no material changes and commitment affecting the financial
position of the Company which have occurred between 1st April, 2015 and
date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, your Directors have not recommended any
dividend for the year under review.
3. REVIEW OF OPERATIONS:
The Gross revenue from operations during the year under review was Rs.
9727 lacs as compared to Rs. 9707 lacs during 2013-14.
The Operating Profit (Before Interest and Depreciation) was Rs. 686.50
lacs during the year under review compared to Rs. 591.87 lacs during
2013-14 showing an increase of 16%. The Profit before Tax for the year
under review was Rs. 142.25 lacs against Rs. 178.44 lacs during
2013-14. The Net Profit of the Company stood at Rs.83.64 lacs compared
to Rs. 116.96 lacs for the year 2013-14.
The company has made export at FOB value of Rs. 3317.01 lacs during
the year under review compared to Rs. 3843.71 lacs during 2013-14. The
management is of the firm opinion that during the current year, the
export market will improve and in turn, the exports of the Company will
increase to a greater extent.
4. RECOGNITION AS EXPORT HOUSE:
The Director General of Foreign Trade, on the basis of Export
performance of the Company, has accorded / recognised the Company as
Export House.
5. FINANCE:
The Company is enjoying Financial Assistance in the form of term loans
and working capital facilities from State Bank of India.
6. DIRECTORS:
6.1 Mr. Rishab Chhajer (DIN: 05184646) retires by rotation in terms of
the Articles of Association of the Company. However, being eligible
offers himself for reappointment.
6.2 Ms. Swati S. Gupta (DIN: 07144628), being Independent Director, is
being appointed for a term of 5 years as per provisions of the
Companies Act, 2013.
6.3 Mr. Binod Chhajer ceased to be Director w.e.f. 31st March, 2015
upon resignation.
6.4 The Board of Directors duly met 8 times during the financial year
under review.
6.5 The Board has made necessary evaluation of its own performance and
that of its commitments and of individual Directors.
6.6 The performance evaluation of the Chairman, Executive and
Non-Executive Directors was carried out by at the meeting of the
Independent Directors held on 31st March, 2015.
6.7 DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that 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 31st March, 2015 being end of the
financial year 2014-15 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
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) that the Directors had prepared the annual accounts on a going
concern basis.
(v) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
7. MANAGERIAL REMUNERATION:
7.1 REMUNERATION OF DIRECTORS:
Sr. Name of the Director Remuneration % Parameters
No. & Designation for the year increase
2014-15 over last
year
1. Mr. Ashok Chhajer, Rs. 13,20,000/- - -
Managing Director
2. Mr. Rishab Chhajer, Rs. 6,60,000/- - -
Jt. Managing Director
Sr. Name of the Director Median Ratio Commission
No. & Designation of received
Employees from
Remuneration Holding/
Subsidiary
1. Mr. Ashok Chhajer, 1,01,454 13.01 N.A.
Managing Director
2. Mr. Rishab Chhajer, 1,01,454 6.51 N.A.
Jt. Managing Director
The Board of Directors has framed a Remuneration Policy that assures
the level and composition of remuneration is reasonable and sufficient
to attract, retain and motivate Directors, Key Managerial Personnel and
Senior Management to enhance the quality required to run the Company
successfully. The Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks. All the Board Members and
Senior Management personnel have affirmed time to time implementation
of the said Remuneration policy.
7.2 MARKET CAPITALISATION:
Sr. No. Particulars As on 31-03-2015 As on 31-03-2014
1. No. of Shares 48,88,300 41,08,300
2. Market price 15.16 8.16
3. Market Capitalisation
(Rs. In lacs) 741.07 335.24
4. EPS 1.71 3.10
5. P/E Ratio 8.86 2.63
8. KEY MANAGERIAL PERSONNEL:
8.1 % INCREASE IN REMUNERATION OF DIRECTORS & KMP
Sr. No. Name of the Director & KMP Designation Percentage
Increase
(If any)
1. Mr. Ashok Chhajer Managing Director -
2. Mr. Rishab Chhajer Jt. Managing Director -
3. Mr. Raichand Golchha# CFO -
* Appointed during the year 2014-15.
8.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE
COMPANY:
As per the Remuneration Policy and based on the Recommendation of
Nomination & Remuneration Committee the Relationship of remuneration to
KMP & performance of Company is clear and meets appropriate performance
benchmarks.
9. PERSONNEL AND H. R. D.:
9.1 INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training
at all levels and other aspects of H. R. D.
The Number of permanent Employees of the Company are one hundred. The
relationship between average increase in remuneration and Company''s
performance is as perthe appropriate performance benchmarks and
reflects short and long term performance objectives appropriate to the
working of the Company and its goals.
9.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under
Rule 5(2) of Companies Appointment & Remuneration of Managerial
personnel) Rules, 2014.
10. PREFERENTIAL ALLOTMENT OF EQUITY SHARES:
As communicated in the Directors'' Report for the year 2013-14, the
Company, in the month of April, 2015, has allotted 7,80,000 Equity
Shares (upon conversion of 7,80,000 Equity Warrants of Rs. 10/- each)
of Rs. 10/- each at a premium of Rs. 17/- per share to Promoters &
Promoters'' group. There are no material variations between the
projections and actual utilization of the funds raised through
Preferential Allotment by the Company during the year 2014-15.
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,
INVESTMENT & SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees
and Investments covered under the provisions of Section 188 and 186 of
the Companies Act, 2013 respectively are given in the notes to the
Financial Statements attached to the Directors'' Report.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act,
2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the
conservation of Energy and Technology Absorption forms part of this
report and is given by way of Annexure- A.
13. CORPORATE GOVERNANCE AND MDA:
As per Clause 49 of the Listing Agreement and the Companies Act, 2013,
Report on Corporate Governance and Management Discussion and Analysis
(MDA) form part of this Annual Report. A certificate regarding
compliance with the conditions of Corporate Governance as stipulated in
clause 49 of the listing agreement is also appended to the Annual
Report as Annexure - B.
14. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under
Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co.,
Company Secretaries, Ahmedabad. The said Report is attached with this
Report as Annexure - C. As regards the observation of the Auditors, the
Company is in the process of identifying and appointing Company
Secretary.
15. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form - MGT-9 has been attached herewith
as Annexure - D.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/
STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of
Corporate Governance Report.
17. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz. NSDL & CDSL. I SI N for Equity Shares of the
Company is: INE372D01019.
18. LISTING:
The Equity Shares of the Company are listed at BSE Limited, Ahmedabad
Stock Exchange Limited and Madras Stock Exchange Limited. The Company
is generally regular in payment of Annual Listing Fees. The Company has
paid Listing fees up to the year 2015-16. SEBI vide its order dated
14th May, 2015, has granted exist to Madras Stock Exchange Limited
(MSE) as a Stock Exchange and in view of the same MSE has been
de-recognised as Regional Stock Exchange.
19. GENERAL:
19.1. AUDITORS:
The present Auditors of the Company M/s. Kantilal Patel & Co, Chartered
Accounts, Ahmedabad will retire at the ensuing 31st Annual General
Meeting and are eligible for reappointment. The Company has obtained
from them the written Certificate to the effect that their
reappointment as Auditors of the Company for period of 2 years
commencing from the Financial Year 2015-16 to 2016-17, if made, will be
in accordance with in the provisions of Section 139 and 141 of the
Companies Act, 2013. The remarks of auditor and notes on accounts are
self explanatory.
19.2 INSURANCE:
The Company''s properties including Building, Plants, and Machineries,
Stock, Stores etc. continued to be adequately insured against risks
such as fire, riots, strikes etc.
19.3 DEPOSITS:
The Company has not accepted any Deposits from general public or from
Shareholders during the year under review.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is
reviewed by the Audit Committee of Directors as well as by the Board of
Directors. The Policy is reviewed quarterly by assessing the threats
and opportunities that will impact the objectives set for the Company
as a whole. The Policy is designed to provide the categorization of
risk into threat and its cause, impact, treatment and control measures.
As part of the Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at
work and monitored regularly with reference to statutory regulations
and guidelines defined by the Company.
19.5 SUBSIDIARIES/ASSOCIATES/JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
19.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management. All the Board Members and
Senior Management personnel have affirmed compliance with the code of
conduct.
19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There has been no significant and material orders passed by any
regulators or courts or tribunals, impacting the going concern status
of the Company and its future operations.
19.8 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy, in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year
under review, the Company did not receive any complaint.
19.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
20. ACKNOWLEDGMENT:
Your Directors express their sincere gratitude for the assistance and
co operation extended by Financial Institutions, Banks, Government
Authorities, Shareholders, Suppliers and Customers.
Your Directors also wish to place on record their appreciation of the
contribution made by the employees at their levels towards achievements
of the Company''s goals.
For and on behalf of the Board,
Place : Ahmedabad. Rishab Chhajer Ashok Chhajer
Date : 29th July, 2015. Joint Managing Director Managing Director
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Cash Flow Statement
Half Yearly Results
Capital Structure
Chairman's Speech
Company History
Locations
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Splits
Competitors
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