Your Directors are pleased to present the 25th Annual Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your Company for thefinancial year ended 31st March 2016. The summarized financial results for the year ended31st March 2016 are as under:
|Particular ||For the financial year ended 31st March 2016 ||For the financial year ended 31st March 2015 |
| ||Amount in Rs. ||Amount in Rs. |
|Gross Sales ||15932.85 ||13305.03 |
|Other Income ||54.40 ||50.34 |
|Total Income ||15987.25 ||13355.37 |
|Profit / (Loss) Before Tax and depreciation ||(65.92) ||213.20 |
|(-) Depreciation ||742.81 ||770.40 |
|Provision for Tax ||- ||- |
|Deferred Income Tax ||2.21 ||43.33 |
|Profit / (Loss) after Tax ||(806.52) ||(600.48) |
Review of Operation
Revenue for the current year increased from Rs 13305.03. to Rs 15932.85 due to newsegment of 'Off highway' component during the year under report. Your Company sufferedloss of Rs. 806.52 Lacs during the year under report due to slow down of tipper Steelstructure in domestic market and Automotive Components in export market.
Company suffered loss due to which no dividend was declared by your Directors for thefinancial year 2015-16.
The Board of Directors consists of Executive and Non-Executive directors includingIndependent directors who have wide and varied experience in different disciplines ofCorporate functioning.
Mr. A.K. Gupta Non-Executive Independent Director is liable to retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment. Your Director recommend for his re-appointment.
The independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Director.
Pursuant to the provision of section 203 of the Act the key managerial personnel ofthe Company are Mr. Premjit Singh Managing Director and chief Executive Officer Mr.Naveen Gupta Chief Financial Officer and Mr. Rajiv Malik as Company Secretary of theCompany.
Your Company has fully complied with the requirements and disclosures that have to bemade under code of Corporate Governance as required under clause 49 of the Listingagreement entered into with the National Stock Exchange of India Limited (NSE) and BombayStock Exchange Limited (BSE).
Being a listed Company necessary measures are taken to comply with the ListingAgreements with the Stock Exchanges. A report on Corporate Governance along with aCertificate of Compliance from the Statutory Auditors forms part of this.
Consolidated Financial Statements
In compliance with the applicable clauses of Listing Agreement with the stockExchanges the Company has prepared consolidated financial statements as per theAccounting Standard on Consolidated Financial Statements (AS 21) issued by the Instituteof Chartered Accountants of India. The Audited Consolidated Financial Statements alongwith the Auditors Report thereon have been annexed to this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis is presented in a separate section which formspart of the Annual Report.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
1. In preparation of the Annual Accounts the applicable accounting standards have beenfollowed.
2. The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the company for that period.
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the Annual Accounts on a going concern basis.
5. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.
6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Disclosures under Section 134(3)(L) of the Companies Act 2013
During the year under review National Green Tribunal (NGT) shut down our plantat Sitarganj for two weeks and impose a fine of Rs. 30 Lacs on account of Environmentalissue. The closure of our unit at sitarganj has affected the financial position of theCompany during the financial year of the Company and date of this report.
Material Changes from the close of Financial year In April company dispose off itsunit at B-48 Phase-I Noida. In june 2016 company moved its plant & machinerylocated at 14/6 Mathura Road Faridabad (Haryana) and vacated its the building on rent.Mr. Sanjay Garg Director resigned from the Board of Director on 13.05.2016. The Boardappreciate his valuable contribution to the board during his tenure.
Transfer to Reserves in terms of Section 134(3)(j) of the Companies Act 2013
For the financial year ended 31st March 2016 the Company had nottransferred any sum to its Reserves as it suffered loss during the year.
Transfer to the Investor Education and Protection Fund
In terms of Section 125 of the Companies Act 2013 no unclaimed dividend in relationto any financial year is due for remittance to the Investor Education and Protection Fundestablished by the Central Government.
Particulars of Employees
There is no employee in the Company whose particulars are required to be given underthe provisions of section 197(12) of the Companies Act 2013 read with the (Particulars ofEmployees) Rules 1975 as amended.
Comments of the Auditors in their report and the notes forming part of the Accountsare self explanatory and need no comments. As per the provisions of the Companies Act2013 M/s Sandesh Jain & Co. Chartered Accountants hold office as Statutory Auditorsof your Company till the conclusion of the 27th Annual General Meeting and are eligiblefor reappointment for the second year of the term of four year as mention in Section139(2) of the Companies Act 2013. Your Company received a certificate from M/s SandeshJain & Co. Chartered Accountants as required under Section 141 of the Companies Act2013 to effect that their reappointment if made will be within the limits as prescribedunder the provisions thereof. You are requested to appoint them as Statutory Auditors fromthe conclusion of this Annual General Meeting upto the conclusion of 26thAnnual General Meeting.
The Company has a proper Internal Control system commensurate with the size scale andcomplexity of its operation. To maintain the objectivity and independence the internalaudit team reports to the Chairman of the Audit Committee of the Board. Mr. Suneel Siwalhaving Membership Number 527218 has been appointed as the internal auditor of the Companyw.e.f. 1st April 2015.
Disclosure of Board Report as per Secretarial Standards
The Company has appointed M/s Mamta Jain & Associates Practicing CompanySecretaries to hold the office of Secretarial Auditors and to conduct the SecretarialAudit and the Secretarial Audit Report for the Financial Year ended 31st March2016 is being attached with the Director's Report as Annexure-B which is self explanatoryand needs no comments.
Extract of Annual Return Section 92(3) of Companies Act 2013
Ihe Extracts of the Annual Return for the year 2015-16 being attached with theDirectors Report as Annexure -C.
Number of Board Meetings Section 173(1) of Companies Act 2013
The Board met 14 (Fourteen) times during the financial year 201516 Board Meeting wereheld as follows:
9th April 2015 30th May 2015 30th June 2015 21stJuly 2015 14th August 2015 24th August 2015. 17thSeptember 2015 29th September 2015 10th October 2015 7thNovember 2015 4th January 2016. 9th January 2016. 13thFebruary 2016 and 21st March 2016.
Declaration by Independent Director
The Independent directors have submitted their disclosure to the Board that they fulfilall the requirements to qualify for their appointment as an independent Director under theprovisions of the Companies Act 2013 as well as clause 49 of the Listing Agreement.
The Board of Directors has carried out an annual evaluation of its own performanceboard committee 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. The performance ofcommittee was evaluated by the board after seeking inputs from all the directors on thebasis of the criteria such as the board composition and structure effectiveness of boardprocesses information and functioning etc.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andindependent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate GovernanceReport attached to this report.
Related Party Transactions:
The company has entered into transaction with a related party for availing job workservices/ sales. The said party is covered under the definition of related party as perListing Agreement. The transactions entered into with the related party during thefinancial Year were at arm's Length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as required under the provisions of Section 134 of the Companies Act2013 in respect of conservation of energy and technology absorption have been furnishedconsidering the nature of activities undertaken by the company during the year underreview.
Risk Management Policy
Pursuant to the provision of Section 134(3)(n) of the Companies Act 2013 and Clause 49of the Listing Agreement the Company has constituted a business risk managementcommittee. To address these business risks in a comprehensive manner each risk is mappedto the concerned department for further action. Based on this framework the Company hasset in place procedures to periodically place before the board the risk assessment andminimization procedures being followed by the Company.
The Nomination and Remuneration has been constituted with 3 (Three) Non-ExecutiveDirectors. During the year one meeting has
been held. The key area of Committee has been detailed in Corporate Governance Report.
During 2015-16 your Company did not invite or accept any deposits within the meaningof Section 76 of the Companies Act 2013 and the rules made there under.
None of the employees of the Company were in receipt of the prescribed remuneration andas such the list of employees as required under Section 197 (12) of the Companies Act2013 is not enclosed.
The Management's relationship with employees was cordial during the year under review.
Your Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels.
| ||For and on behalf of the Board |
|Premjit Singh ||Manoj Gupta |
|(DIN No. 00332949) ||(DIN No. 01160953) |
|Date: 25th August 2016 || |
|Place: New Delhi || |