Your Directors have pleasure in presenting the 23rd Annual Report of Companyalong with the Audited Financial statements and Auditor's Report for the year ended on 31stMarch 2016.
The performance of the company for the financial year ended March 31 2016 issummarized below:
|Particulars ||Current year ended on 31st March 2016 ||Previous year ended on 31st March 2015 |
|1 Total Revenue (Net) ||656.60 ||1160.27 |
|2 Profit before Depreciation & Amortization Expenses Finance Cost and Tax ||(726.24) ||(978.19) |
|3 Less: Depreciation & Amortization Expenses ||1227.46 ||1232.72 |
|Finance Cost ||7535.13 ||6316.10 |
|4 Profit before Tax ||(9488.83) ||(8527.01) |
|5 Less: Provision for Tax ||- ||- |
|6 Profit after Tax ||(9488.83) ||(8527.01) |
|7 Less: Depreciation difference ||- ||(125.18) |
|8 Balance of Profit carried to Balance Sheet ||(9488.83) ||(8401.83) |
The performance of the Company has been comprehensively covered in the ManagementDiscussion and Analysis Report.
REVIEW OF OPERATIONS
During the year under review the turnover has reduced to ' 647.84 Lakhs from ' 1096.49Lakhs in previous year. Under utilization of capacity accompanied with higher debt costlower margins have resulted into the net loss of ' 9488.83 lakhs as against the net lossof ' 8401.83 Lakhs in previous year.
However Company has started receiving job work orders which at least gives some Cushionto liquidity of the company.
During the year under review the company has not earned profit hence Board ofDirectors' do not recommend any dividend for the year.
DIRECTORS & KMP
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Anasaheb Mohite Managing Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible has offered himself for reappointmentand your Board recommends his re-appointment.
Brief resume of Director proposed to be appointed/re-appointed is given in the Noticeconvening 23rd Annual General Meeting in pursuant to Regulation 36(3) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015
During the year under review the company has not raised any amount by way of FixedDeposits within the meaning of Section 73 & Section 76 of Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.
During the year industrial relations have been cordial.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT 9 is attached to this Report as Annexure I
LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on Bombay Stock ExchangeLimited (BSE) & National Stock Exchange of India Ltd. (NSE). The Company has dulypaid the listing fees to Bombay Stock Exchange Limited as well as to National StockExchange for the financial year 2016-2017.
MEETINGS OF THE BOARD
The Board met Six times during the year the details of which are given in the Reporton Corporate Governance. The intervening gap between the two consecutive meetings waswithin the period prescribed under the Companies Act 2013 & SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015.
The Board meets at regular intervals to discuss and decide on Companys / businesspolicy and strategy apart from other Board business. The notice of Board meeting is givenwell in advance to all the Directors of the Company. The agenda of the Board / Committeemeetings is circulated clear 7 days prior to the date of the meeting. The agenda for theBoard and Committee meetings includes detailed notes on the items to be discussed at themeeting to enable the Directors to take an informed decision.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) & (5) of the Companies Act 2013the Board hereby submit its responsibility statement:
i. In the preparation of the annual audited accounts for the Financial Year ended 31March2016 the applicable accounting standards had been followed along with properexplanation relating to material departures; if any
ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the Loss ofthe Company for the year ended on that date.
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
iv. The Directors had prepared the annual accounts of the Company on a 'Going Concern'basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed policy for selection and appointment of Directors Senior Management and theirremuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.The remuneration givenis as per the remuneration policy framed.
RISKS AND AREA OF CONCERN
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the Company operates and reputation as "Risks". A detailed exercise iscarried out to identify analyze evaluate treat and monitoring all types of risks. ARisk Management Committee has been constituted to oversee the risk management process inthe Company required under Section 134 (3) (n) of the Companies Act 2013. The policy isto ensure sustainable business growth with stability and to promote a pro- active approachin reporting evaluating and resolving the risk associated with business.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to the provisions of Section 135 read with Companies (Corporate SocialResponsibility) Rules 2014 It is not mandatory for the company to form Corporate SocialResponsibility (CSR) Committee and a Policy on Corporate Social Responsibility.
PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
In terms of Section 188 Companies Act 2013 and Companies (Meeting of Board and itsPowers) Rules2014 and further in terms of Regulation 23 of the SEBI ( Listing ObligationAnd Disclosure Requirements ) Regulations 2015 related to the Corporate GovernanceCompany has formulated Related party policy. During the year under the review company hasentered into Related Party Transaction which are at the market prevailing price and on thearm length basis and are in its ordinary course of business. hence there is no conflict ofinterest and in compliance of the company policy related to Related Party Transaction. thedetails of transaction is annexure VI in the report .
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEDAND THE DATE OF THE REPORT
There are no any material changes and commitments done which affecting the financialposition of the Company occurred between the end of the financial year to which thisfinancial statements relate on the date of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company has not made any investments or givenguarantee's or provided security falling under the provisions of Section 186 of theCompanies Act 2013.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDECLAIMERS MADE BY THE AUDITORS
Explanation or Comments on Qualification reservations or adverse remarks or declaimersmade by Auditors in Statutory Audit Report are enclosed as Annexure II.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
SUSPENSION OF SECURITY TRADING
Trading of Shares are suspended in National Stock Exchange of india Ltd. due to nonsubmission of some quarterly compliance in time.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of Board processes information and functioning etc. Theperformance of the committees was evaluated by the Board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. In aseparate meeting of independent directors performance of non-independent directorsperformance of the board as a whole and performance of the chairman was evaluated takinginto account the views of executive directors and nonexecutive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors was alsodiscussed. Performance evaluation of independent directors was done by the entire board.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Commissioner of Central Excise Kolhapur has passed an order to pay Excise Duty alongwith penalty for amount of Rs 96088696/-on 20th Jan.2016 under CentralExcise Act 1944 which impacts the going concern status of the Company or will have bearingon Company's operations in future.
During the year under review there is no change in the Capital structure of theCompany.
AUDIT COMMITTEE AND ITS COMPOSITION
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.
WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle blower Policy to deal with instance offraud and mismanagement if any. The mechanism also provides for adequate safeguardsagainst victimization of directors and employees who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in the exceptional cases.The details of the Vigil Mechanism Policy is explained in the Report on CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2015-16 no employee or director was denied access to the Audit Committee.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S PPS & Associates Practicing Company Secretaries Kolhapur to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report for the F.Y. 2015 - 16is Annexure III and forms part of this report.
Mr. Nilesh Rajendra Kothari Chartered Accountant is the Internal Auditor of theCompany. The Management regularly reviews the findings of the Internal Auditor andeffective steps to implement any suggestions/observations of the Internal Auditors aretaken and monitored regularly. In addition the Audit Committee of the Board regularlyaddresses significant issues raised by the Internal Auditor.
INTERNAL FINANCIAL CONTROL
The Audit Committee evaluates the adequacy of financial control system in the Companyits compliance with operating systems accounting procedures and policies at all locationsof the Company and strives to maintain the Standard in Internal Financial Control. Areport of Auditors pursuant to section 143(3) of the Companies Act2013 certifying theadequacy of Internal Financial Control is annexed with the Auditors Report.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
Company is committed to the tenets of good Corporate Governance and has taken adequatesteps to ensure that the requirements of Corporate Governance as laid down under SEBI(Listing Obligation and Disclosure Requirements)Regulations 2015 are complied with theStock Exchanges the Corporate Governance Report Management Discussion and Analysis andthe Auditor's Certificate regarding compliance of conditions of Corporate Governance areattached separately and form part of the Annual Report.
COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements)Regulations 2015 the Board re-constituted some ofits Committees. There are currently four Committees of the Board as follows:
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee
- Risk Management Committee
Pursuant to SEBI circular Company is not required to constitute Risk ManagementCommittee however since company have the said committee since last several years andconsidering the scope and necessity Board has decided to continue with the same.
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of this AnnualReport.
PARTICULARS OF REMUNERATION
Details of remuneration paid to all the directors / employees and a detail of the ratioof remuneration of each Director to the median employee's remuneration is provided inAnnexure IV. The Board of Directors are not receiving any remuneration from the Company.
M/s .Shrikant & Co. Chartered Accountants Kolhapur were appointed as theStatutory Auditors of the Company to hold office up to the conclusion of the ensuingAnnual General Meeting and are eligible for re-appointment as per Section 141 of CompaniesAct 2013. Being eligible it is recommended to ratify the appointment of M/s .Shrikant& Co in this Annual General Meeting to audit the accounts of the Company for thefinancial year 2016 - 2017.
Members are requested to consider their re-appointment and fix their remuneration.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
As per the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013 Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16;
|- No. of complaints received ||: Nil |
|- No. of complaints disposed off ||: Nil |
STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS
Under SEBI vide circular No. CIR/CFD/CMD/56/2016 company has submitted Statement onimpact of audit qualification with modified opinion for the year 2015-16 to respectivestock exchanges
PARTICULARS OF EMPLOYEES
There are no employees in the company drawing remuneration beyond the limits providedunder rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel)Rules 2014.Hence no disclosure is required in this regard.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT
As per Section 134(3)(m) of the Companies Act 2013 details of Conservation of energytechnology absorption research and development are enclosed as Annexure V.
No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review :
1. Issue of equity shares with differential right as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares )to employees of the company underany scheme.
3. Neither Managing Director nor Whole Time Directors of the company receive anyremuneration or commission from any of its subsidiary.
4. Mrs Rama Swetta being Non Executive Director holds 2000000 shares of the Company
5. Familiarisation Programme imparted for independent director and performance &evaluation criteria of the same:- In terms of regulation 27 of SEBI(Listing Obligation AndDisclosure Requirements Regulations 2015 the Familiarisation Programme imparted forIndependent Directors are available on Companies website. The Company has also formulatedthe Nomination and Remuneration Policy covering the evaluation criteria of IndependentDirectors respective link such as:http://www.abhishekcorporation.com/disclosure/Familiarisation%20programmes%20imparted%20to%20Independent%20Directors.pdf
Your Directors wish to place on record their appreciation of the contribution made bythe employees of the Company. The Directors wish to convey their appreciation to theBanks dealers and other business associates and the shareholders for their continuoustrust and support.
| ||For and on Behalf of the Board of Directors |
|Date : September 1 2016 ||Anasaheb R. Mohite |
|Place: Kolhapur ||Chairman & Managing Director |