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એક્સેલ કેસ્ટ્રોનિક્સ ડિરેક્ટર્સ રિપોર્ટ, એક્સેલ કેસ્ટ્રોનિક્સ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

એક્સેલ કેસ્ટ્રોનિક્સ

બીએસઈ: 526735  |  ઍનઍસઈ : N.A  |  ISIN: INE501O01036  |  Chemicals

શોધો એક્સેલ કેસ્ટ્રોનિક્સ કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear Members,
 
 The Directors feel pleasure in presenting their 23rd Annual Report
 together with the Audited Statements of accounts for the Financial Year
 ended on 31st March, 2015.
 
 1. FINANCIAL RESULTS:
 
 During the year under review, the Company has shown notable
 performance. The extracts of financial results 2014-15 are as under:
  
                                                       (Rs. In Lacs) 
 Particulars                             Current Year    Previous Year
                                          2014 - 15        2013 - 14
                                              Rs.              Rs.
 
 Sales & Other Income                        305.93          406.67
 
 Financial Expenses                            0.17            0.07
 
 Depreciation                                  0.70            1.38
 
 Profit / (Loss) Before Taxation              71.26            4.44
 
 Provision for Income Tax                     13.86             NIL
 
 Provision for Deferred Tax                    0.15           40.57
 
 Profit after Taxation                        57.56           45.02
 
 Appropriation for Interim 
 Dividend and Tax there on                    24.43             NIL
 
 Transfer to General Reserve                    NIL             NIL
 
 Surplus brought forward                      55.82           10.80
 
 Balance Carried to Balance Sheet             88.95           55.82
 
 2. OPERATIONS:
 
 During the year, the company has shown notable progress in its business
 operations. After switching into the Castor Seeds business, the Company
 is able to generate more revenues and profit. However, the tough
 competitive market has decreased the profitability of the Company. The
 company anticipates more development in the business in the year to
 come.
 
 The Ahmedabad Stock Exchange Limited has confirmed the delisting
 application of the Company.  Now the equity shares of the Company are
 listed with The Bombay Stock Exchange Ltd. only.
 
 3. DIVIDEND:
 
 During the year, Company has paid interim Dividend at 2.5% based on
 financial performance during the quarter ended on December 31, 2014.
 Company does not recommend any Annual Dividend.
 
 4. FINANCE
 
 A. DEPOSITS AND LONG TERM BORROWINGS:
 
 During the year, Company has not accepted any Deposits or long term
 borrowings from any party.
 
 B. RELATED PARTIES TRANSACTIONS
 
 During the year, Company has not entered in related party transactions
 as defined under section 188 of Companies Act 2013 and hence no
 disclosure have been made in relevant section.
 
 5. SUBSIDIARIES AND JOINT VENTURE
 
 Company does not have any subsidiary companies. Company has not made
 any investment in Joint Venture.
 
 6. DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In terms of Section 134(3) of the Companies Act, 2013, in relation to
 the Financial Statements for FY 2014-15, the Board of Directors states
 that:
 
 a) in preparation of the annual accounts, the applicable accounting
 standards have been followed and there are no material departures;
 
 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 on 31st March, 2015 and of the profits for the year
 ended 31st March, 2015;
 
 c) 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;
 
 d) the annual accounts have been prepared on a going concern basis;
 
 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.
 
 7. INTERNAL FINANCIAL CONTROLS
 
 The Company has in place adequate internal financial controls with
 reference to Financial Statements. During the year, such controls were
 tested and no reportable material weakness was observed.
 
 8. AUDITORS:
 
 STATUTORY AUDITORS:
 
 Pursuant to the provisions of Section 139, 141, 142 and all other
 applicable provisions of the Companies Act, 2013 (the Act) read
 with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014
 (including any statutory modification(s) or re-enactment thereof for
 the time being in force), the Company recommends to appoint Mr. Vipul
 J. Shah, Chartered Accountants (Membership No.  101537), as the
 Statutory Auditors of the Company to hold office from the conclusion of
 this meeting until the conclusion of the Sixth Annual General Meeting
 subject to approval of the members from year to year and at such
 remuneration as shall be fixed by the Board of Directors.
 
 The Auditors'' report for financial year 2014-15 is self explanatory
 and forms part of this Annual Report and does not contain any
 qualification, reservation or adverse remark.
 
 SECRETARIAL AUDITORS:
 
 Pursuant to Section 204 of the Companies Act, 2013 read with Rules
 thereof, the Board of Directors has appointed M/s. J Akhani Associates,
 Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company
 for FY 2014-15. A Secretarial Audit Report for FY 2014-15 is annexed
 herewith as Annexure A.
 
 There are no adverse observations in the Secretarial Audit Report which
 call for explanation.
 
 The Board has appointed M/s J Akhani & Associates, Company Secretaries,
 Ahmedabad, as Secretarial Auditors of the Company for FY 2015-16.
 
 9. DIRECTORS AND KEY MANAGARIAL PERSONNEL:
 
 APPOINTMENT AND RESIGNATION
 
 Subsequent to the notification of section 149 of Companies Act 2013,
 the Board of Directors of the Company in their Board Meeting held on
 10.02.2015 has proposed appointment of Mr. Vallabhji Thacker as
 Additional Non Executive and Ms. Payal Madiyar as Non Executive Woman
 Director of the company.
 
 During the year, Mr. Arvind Ambalal Thakkar and Mrs. Archanaben Shinde,
 Independent Directors resigned from the board due to their
 preoccupation w. e. f. 10.02.2015.
 
 RE APPOINTMENT OF DIRECTORS
 
 There are no Directors on the board whose term of office expires during
 this FY 2015-16 and hence the Board does not recommend any
 reappointment of Directors.
 
 DIRECTORS RETIRING BY ROTATION
 
 All present directors on board are Additional Directors, their
 appointment has not been confirmed by the members in Annual General
 Meeting and hence there are no Directors liable to retire by rotation.
 
 Company is in process of recruiting an appropriate Company Secretary.
 
 DECLARATION BY INDEPENDENT DIRECTORS
 
 Pursuant to provisions of section 149(7) of Companies Act 2013, the
 Company has received declaration from Independent Directors for FY
 2014-15 confirming that they meet the criteria of independence as
 prescribed under the Act and Clause 49 of Listing Agreement.
 
 NUMBER OF MEETINGS OF THE BOARD
 
 The Board meets at regular interval with gap between two meetings not
 exceeding 120 days.  Additional meetings are held as and when
 necessary. During the year under review, the Board met 12 times.
 
 POLICY ON DIRECTORS'' APPOINTMENT
 
 Pursuant to provisions of section 178 read with 134(3)(e) of Companies
 Act 2013, The Nomination and Remuneration Committee (NRC) has approved
 the criteria and process for identification / appointment of Directors
 which are as under:
 
 Criteria for Appointment:
 
 A) The proposed Director shall meet all statutory requirements and
 should:
 
 - Possess highest values, ethics and integrity.
 
 - Not have any direct or indirect conflict with business operations.
 
 - Be willing to devote time and efforts.
 
 - Have relevant experience.
 
 - Have understanding about corporate functionality.
 
 - Understand real value of stakeholders.
 
 Process for identification of Directors / Appointment of Directors:
 
 - Board Members may suggest any potential person to the Chairman of the
 Company meeting the above criteria. If the chairman deems fit,
 recommendation will be made by him to NRC.
 
 - Chairman himself can also recommend a person to NRC.
 
 - NRC shall process and evaluate the proposal and shall submit their
 recommendation to Board.
 
 - Board shall consider such proposal on merit and decide suitably.
 
 Criteria for Performance Evaluation
 
 The Board considered and approved criteria for performance evaluation
 of itself, that of its committees and individual directors as follow:
 
 Criteria for Board Evaluation:
 
 - Focus on strategic decisions.
 
 - Qualitative discussion and processes.
 
 Criteria for Committee Evaluation:
 
 - Fulfillment of allotted responsibilities.
 
 - Effectiveness of recommendation, meetings.
 
 Criteria for Independent and Non Independent Directors'' evaluation:
 
 - Contribution through their experience and expertise.
 
 - Focus on Stakeholders'' interest.
 
 MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
 
 The Evaluation of Board, its Committees and Individual Directors was
 carried out as per process and criteria laid down by the Board of
 Directors based on the recommendation of the Nomination and
 Remuneration Committee.
 
 The obtaining and consolidation of feedback from all Directors in this
 regards, was coordinated by the Chairman of Independent Directors''
 meeting for Board and Non-Independent Directors while the process of
 evaluation of the Independent Directors was coordinated by the Chairman
 of the Company. Based on this, Chairman of the Company briefed the
 Board and each of the Individual Directors, as applicable.
 
 10. REMUNERATION
 
 REMUNERATION POLICY
 
 The Company has formulated the policy relating to the remuneration of
 the Directors, Key Managerial Personnel and other employees of the
 Company which is as under:
 
 A) Components of Remuneration
 
 - Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to
 General Managers & above employees), Conveyance Allowances /
 Reimbursement, Company''s contribution to Provident Fund,
 Superannuation Fund, Gratuity, etc.
 
 - Variable Pay, which is either in the form of:
 
 Commission to Managing Directors and Commission to Whole-time Directors
 
 B) Annual Appraisal process:
 
 Annual Appraisals are conducted, following which annual increments and
 promotions in deserving cases are decided once in a year based on:
 
 - Employees self-assessment
 
 - Assessment by Immediate Superior and
 
 - Assessment by Head of Department
 
 Annual Increment leading to an increase in Fixed Pay consists of
 
 - Economic Rise based on All India Consumer Price Index published by
 the Government of India or Internal Survey wherein inflation on
 commonly used items is calculated.
 
 Remuneration of Independent Directors:
 
 The Company has formulated a policy for the remuneration of Independent
 Directors as follows:
 
 - Sitting Fees of Rs. 3000/- for each meeting of the Board or any
 Committee thereof, attended by them;
 
 - Reimbursement of Expenses incurred by Independent Directors for
 attending any meeting of the Board.
 
 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
 
 As the Directors of the Company have not been paid any remuneration,
 disclosure under provisions of Section 197(12) of the Companies Act,
 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, is not required.
 
 11. AUDIT AND RISK MANAGEMENT:
 
 During the year, the Board decided that the Audit Committee shall also
 carry out the role of Risk Management and so Audit Committee has been
 re named as Audit and Risk Management Committee and also changed its
 terms of reference in this context.
 
 Composition and Attendance of Audit Committee:
 
 Name of Members of       Designation 29.05.14 14.08.14 15.11.14 14.02.15
 Audit Committee
 
 Mr. Arvind Thakkar*      Chairman         V        V        V      -
 
 Mrs. Archanaben Shinde*  Member           V        V        V      -
 
 Mr. Kantiji Thakor*      Member           V        V        V      V
 
 Mr. Bhavinkumar Patel**  Member           V        V        -      -
 
 Mr. Jayesh Vallabhaji    Member           -        -        -      V
 Madiyar **
 
 Mrs. Payal Jayeshbhai    Member           -        -        -      V
 Madiyar **
 
 * Mr. Arvind Thakkar resigned w. e. f. 10.02.2015.
 
 * Ms. Archana Shinde resigned w. e. f. 10.02.2015
 
 * Mr. Bhavin Patel resigned w. e. f. 08.08.2014
 
 ** Mr. Jayesh Madiyar appointed w. e. f. 24.06.2014
 
 ** Mr. Vallabhji Thacker and Ms. Payal Madiyar appointed w. e. f.
 10.02.2015 VIGIL MECHANISM
 
 The Company has adopted a Whistle Blower Policy since March 2015 in
 compliance with Listing Agreement and Companies Act 2013. The Policy
 empowers all the Stakeholders to raise concerns by making Protected
 Disclosures as defined in the Policy. The Policy also provides for
 adequate safeguards against victimization of Whistle Blower who avail
 of such mechanism and also provides for direct access to the Chairman
 of the Audit Committee, in exceptional cases. The functioning of the
 Whistle Blower mechanism is reviewed by the Audit Committee on a
 quarterly basis.
 
 RISK MANAGEMENT POLICY
 
 The Board of Directors has developed and implemented Risk Management
 Policy for the Company.  It has identified and assessed various risks
 factors, with potential impact on the Company in achieving its
 strategic objectives or may threaten its existence. The Policy lays
 down procedures for risk identification, assessment, monitoring, review
 and reporting. The Policy also lists the roles and responsibilities of
 Board and Risk Management Committee.
 
 12. ENVIRONMENT, HEALTH AND SAFETY
 
 The Company accords the highest priority to health, environment and
 safety. The Company does not carry on manufacturing operations. The
 Company takes at most care for the employees and ensures compliance
 with the applicable rules and regulation applicable to the Company.
 
 13. CORPORATE GOVERNANCE
 
 As stipulated by Clause 49 of the Listing Agreement, Report on
 Corporate Governance forms part of this Annual Report. Certificate of
 the Auditors regarding compliance with the conditions of Corporate
 Governance as stipulated in Clause 49 of the Listing Agreement is
 annexed to the Board''s Report.
 
 14. MANAGEMENT DISCUSSION AND ANALYSIS
 
 As stipulated by Clause 49 of the Listing Agreement, the Management
 Discussion and Analysis Report form part of this Annual Report.
 
 15. CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE
 EARNIGS AND OUTGO:
 
 During the financial year 2014-15, Company has not undertaken any
 manufacturing operations.  Company has neither earned nor spent
 anything in foreign currency. Hence no disclosure is required under
 this head pursuant to Companies (Accounts) Rules 2014.
 
 16. THE EXTRACTS OF ANNUAL RETURN
 
 The extract of the Annual Return in Form MGT-9 is annexed to this
 Directors'' Report.
 
 17. APPRECIATION AND ACKNOWLEDGMENT
 
 The Directors feel pleasure thanking all the stakeholders who have
 reposed their faith in the management and the company and for their
 valuable support and cooperation.
 
 PLACE: RAJKOT              BY ORDER OF THE BOARD
 DATE: 30.05.2015           FOR EXCEL CASTRONICS LIMITED
 
                            JAYESH MADIYAR 
                            DIRECTOR
 
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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