Mobile Nav

Market

DIRECTOR'S REPORT

Excel Castronics Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1.71 Cr. P/BV 0.15 Book Value (₹) 2.81
52 Week High/Low (₹) 2/0 FV/ML 2/1 P/E(X) 1.07
Bookclosure 24/09/2016 EPS (₹) 0.39 Div Yield (%) 0.00
Year End :2015-03 
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

Attention Investors :
Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your mobile / email at the end of the day .......... Issued in the interest of investors
Attention Investors :
Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.