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Company Information

Home » Market » Company Information

Garg Furnace Ltd.

May 19
33.55 +1.50 (+ 4.68 %)
 
VOLUME : 1651
Prev. Close 32.05
Open Price 33.45
TODAY'S LOW / HIGH
30.45
 
 
 
33.65
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
15.35
 
 
 
56.65
Garg Furnace Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 13.45 Cr. P/BV 1.59 Book Value ( ₹ ) 21.15
52 Week High/Low ( ₹ ) 57/15 FV/ML 10/1 P/E(X) 0.00
Bookclosure 30/09/2020 TTM EPS ( ₹ ) -3.81 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2015-03 Dear Members,

The Directors of your company have pleasure in presenting the 42nd Annual Report on the affair of the company together with the Audited Accounts for the year ending 31st March, 2015.

FINANCIAL RESULTS

                                                       (Rupees in Lacs)

                                                   2014-15      2013-14

Operating Income                                  15994.92     16483.36
Profit before depreciation, Interest & tax 912.64 1023.09

Interest & Financial Expenses                       767.73       758.58

Profit before depreciation & tax                    144.92       264.51

Depreciation                                        114.73       132.27

Profit before tax                                    30.19       132.24

Provision for tax -Current Tax                        5.94        25.31

          -Deferred Tax Asset                        23.53        13.24

Less : Mat Credit Entitlement                         5.75

Profit after Tax                                     53.53        93.69

Prior year Tax adjustments/                         -56.57            0
Depreciation to Reverse as per Schedule- II

Balance brought forward                             229.93       156.24

                                                    226.89       249.93
APPROPRIATIONS

Transfer to General Reserve                              0           20

Balance carried over to Balance Sheet               226.89       229.93

                                                    226.89       249.93

DIVIDEND

The Board of Directors do not recommend payment of dividend for the year under review.

SHARE CAPITAL

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

OPERATIONS

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 5 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013 directors, to the best of their knowledge and belief, state that -

(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) 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 and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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; and

(f) 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.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directors' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no 'material' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134 (3)(m) of The Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed and forms part of this report.

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Provision of section 135 of the Companies Act, 2013 are not applicable to Company

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

SUBSIDIARIES AND JOINT VENTURE

Company has no subsidiary, associate and Company in Joint Venture

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) In light of the provisions of the Companies Act, 2013, Mrs. Vaneera Garg Woman Director , retires from the Board by rotation this year and being eligible, offers herself for re-appointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting.

b) . Sh. Amit Gupta was appointed as an additional director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 15 November 2014. Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of). Sh. Amit Gupta, as regular & Independent Directors for the terms given in the Notice of the 42nd Annual General Meeting. Details of the proposal for the appointment of above Independent Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 42nd Annual General Meeting.

c) Pursuant to section 203 of the Companies Act, 2013, the Company has appointed Sh. Daksh Garg as Chief Financial Officer (CFO) of the Company with effect from 1st September 2014

d) The Company already has Toshak Garg, Managing Director as the Key Managerial Personnel of the Company. Ms. Gursimran Kaur Sethi Company Secretary Key Managerial Personnel of the Company has resigned from her post as Company Secretary of the Company. Management in process to fill the vacancy by a suitable Candidate.

e) . Mr. Yogi Raj Aggarwal and Mr. Vivek Kaushal the directors of company and member of committees thereof has resigned from the board w.e.f 16th OCT 2014 & 28th OCT 2014 respectively due to their preoccupancy in their business . The Directors would like to place on record their sincere appreciation for there commitment and contribution made by him during his tenure on the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls with reference to the financial statements were adequate and Operating effectively.

PRESENTATION OF FINANCIAL RESULTS

The financial results of the Company for the year ended 31 March 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

STATUTORY DISCLOSURES

As Company has no subsidiaries and joint ventures Company, the summary of the key financials of the Company's (Form AOC-1) is not applicable to comply.

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed particulars are set out in an annexure to the Directors' Report. As per provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request.

A Cash Flow Statement for the year 2014-15 is attached to the Balance Sheet.

Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

CORPORATE GOVERNANCE

The company has put in place a system of Corporate Governance. A Separate report on Corporate Governance forming part of the Annual Report is annexed hereto. A Certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under The Corporate Governance clause of the Listing Agreement is annexed to the report on Corporate Governance.

PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 (the 'Act') read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report is NIL .However salary being paid to wholetime directors is mentioned in Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

RISK MANAGEMENT

The Board of Directors of your Company has, on recommendation of the Risk Management Committee framed and adopted a policy on Risk Management of the Company. The broad terms of reference of the Committee are stated in the Corporate Governance Report.

VIGIL MECHANISM

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living Corporate Values. The Code of Conduct applies to all Colgate People, including Directors, Officers, and all employees of the Company. Even your Company vendors and suppliers are also subject to these requirements as adherence to the Code is a prerequisite for conducting business with your Company.

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the policy are stated in the Corporate Governance Report.

AUDITORS

STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Dass Khanna & Co. Chartered Accountants, Ludhiana (registration number: 000402N) were appointed by the shareholders at the 41st annual general meeting to hold office until the conclusion of the 44th annual general meeting to be held on 2017, subject to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of M/s Dass Khanna & Co. Chartered Accountants, Ludhiana, (registration number: 000402N) as statutory auditors of the Company and to fix their remuneration for the year 2015-16.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Auditor's Comments on Corporate Governance Report are reply below in para pertains to Secretarial Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, Baldev Arora & Associates, (membership number: 4283) Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by Baldev Arora & Associates in the prescribed form MR-3 is annexed to this Report. The Secretarial Audit Report for the year under review does contain some observations, Para wise reply as same is given here under:- - Company has filed all the forms with additional fee

- Company is in process to pay fee to all authorities / agencies as mentioned in report.

- Management is looking for a competent person to appoint him as an independent Director and members of committee.

- The management has decided to publish the notice of intimation of date of board meeting again under clause 41(II) b of Listing agreement, it was stopped as company gives notice to stock exchanges in advance regarding intimation of Date of Board meetings by mail as well as by post, and ever publish the financial results in required news papers, non publication of intimation was only to save funds of company.

- Management is in process to update website as per the requirement of law.

COST AUDITOR

Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board of Directors had, on the recommendation of the Audit Committee, appointed M/s Meenu & Associates, (firm registration number: 100729) Cost Accountants, to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration of Rs. 45000.00 plus service tax, out-of pocket and travel and living expenses, subject to ratification by the shareholders at annual general meeting. Accordingly, a resolution seeking members' ratification for the remuneration payable to cost auditor is included in the Notice convening the annual general meeting.

INDUSTRIAL RELATIONS

The Industrial relations remained cordial through out the year and have resulted in sustained growth of the company.

ACKNOWLEDGEMENT

The Directors wish to extend their sincere thanks to the Punjab & Sind Bank, Punjab State Power Corporation Limited, Container Corporation of India, other State & Central Government Agencies, Suppliers and Customers for their continued support and co-operation.

The Directors also wish to place on record their deep appreciation for the services rendered by the workers & staff at all levels.

                                         For and on behalf of the Board

                                                                   SD/-
Place: LUDHIANA.                                        (DEVINDER GARG)
Date: 01/09/2015                                              CHAIRMAN
                                                       (DIN : 01665456)