We have pleasure in presenting the 43rd Annual Report of the Company along with theaudited statement of accounts for the year ended 31st March 2016. The financial resultsfor the year are shown below. There is a net loss mainly due to high interest burden.
1. Financial Results :
The Company's financial performance for the year ended March 31 2016 is summarizedbelow.
(Rs. In Million)
| ||As at March 31 2016 ||As at March 312015 |
|Gross Income ||277.16 ||324.57 |
|Profit/(Loss) before Interest Depreciation & Taxation ||(107.87) ||(213.11) |
|Interest ||1.09 ||12.47 |
|Gross Profit ||(106.78) ||(200.64) |
|Provision for Depreciation ||52.32 ||55.27 |
|Profit/(Loss) before Tax ||(54.45) ||(145.37) |
|Less: Exceptional Items ||(350.68) ||(45.53) |
|Deferred Tax Credit ||- ||- |
|Profit/(Loss) After Tax ||(405.14) ||(190.90) |
|Net Profit/(Loss) for the period ||(405.14) ||(190.90) |
2. Overview of Company's Financial Performance:
The operations were also adversely affected due to poor market conditions.
In view of the current year's carried forward losses your Directors do not recommendany dividend for the year.
4. Transfer to Reserves:
During the year under review no amount was transferred to General Reserve.
5. Report On Performance Of Subsidiaries Associates And Joint Venture Companies:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
6. Corporate Governance:
Your Company has complied with the requirements of SEBI Listing obligation anddisclosure requirement. (LODR) Regulations 2015 regarding Corporate Governance. A reporton the Corporate Governance practices the Certificate on compliance of mandatoryrequirements thereof are given as an annexure to this report.
7. Public Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and assuch no amount of principal or interest was outstanding as at the end of the year and thequestion of non-compliance of the same does not arise.
8. Board Of Directors And Key Managerial Personnel Directors:
The Company has received necessary declaration from each of the independent directorsunder Section 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Rakesh KumarAgarwal (DIN 00244328) retires by rotation as Director at the ensuing Annual GeneralMeeting and being eligible offers himself for the re-appointment. The Board recommendshis re-appointment.
There were no changes in the Key Managerial Personnel of the Company during the year.
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non-independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
9. Board meetings:
During the financial year ended March 31 2016 Nine (9) meetings of the Board ofDirectors were held and the maximum time gap between two (2) meetings did not exceed onehundred and twenty days.
10. Material Changes and Commitments If any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements Relate and the Date of the Report:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
11. Directors' Responsibility Statement:
Your Directors hereby confirm and declare that:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andits loss for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors have prepared the annual accounts on a going concern basis;
e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively; and
f) that proper internal financial controls laid down by the Directors were followed bythe Company and such internal financial controls are adequate and were operatingeffectively.
12. Management Discussion And Analysis
A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report
Pursuant to Section 139 and other applicable provisions if any of the Companies Act2013 read with Companies (Audit & Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and otherapplicable rules if any M/s. Agarwal Desai and Shah Chartered Accountants (FirmRegistration No.124850W) who have offered themselves for re-appointment and haveconfirmed their eligibility to be appointed as Auditors in terms of provisions of Section141 of the Act and Rule 4 of the Rules be and are hereby re-appointed as StatutoryAuditors of the Company to hold office for a term of five consecutive years from theconclusion of this Annual General Meeting (AGM) till the conclusion of the 48thAnnual General Meeting (AGM) of the Company on such remuneration plus service tax out ofpocket expenses and travelling expenses etc. as may be mutually agreed between the Boardof Directors and the Auditors based on the recommendation of the Audit Committee
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 CS Narendra Purohit Company Secretaries in Practice (CP No. 12524) toundertake the Secretarial Audit of the Company for the year ending 31st March 2017. TheSecretarial Audit Report for the year ended 31st March 2016 is annexed herewith as'Annexure -A' to this Report. The Secretarial Audit Report does not contain any adversequalification reservation or remark.
14. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexurexB" to this report.
15. Related Party Transactions:
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS18) has been made in the notes to the Financial Statements. AllRelated Party Transactions are placed before the Audit Committee. Prior omnibus approvalof the Audit Committee is obtained on a yearly basis for the transactions which are of aforeseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement giving details of all related partytransactions is placed before the Audit Committee for their approval on a quarterlybasis. The policy on Related Party Transactions as approved by the Board has been uploadedon the Company's website.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany
16. Risk Management Policy:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
17. Vigil Mechanism Policy for the Directors And Employees:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee.
18. Conservation Of Energy Technology Absorption And Foreign Exchange Earnings &Outgo:
Your Company has not consumed energy of any significant level and accordingly noadditional investment was made for reduction of energy consumption during the year underreview. Considering the nature of activities undertaken by your Company no comment ismade on technology absorption. There has been no foreign earnings or outgo during the yearunder review.
19. Particulars Of Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
20. Policy For Prevention Of Sexual Harassment In The Company:
The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. Pursuant toSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013and rules made thereunder the Company has a Policy for prevention of Sexual Harassment inthe Company. (All employees (permanent contractual temporary and trainees) are coveredunder this policy.
21. Internal Financial Control:
The Company has in place internal financial control systems commensurate with the sizeand complexity of its operations to ensure proper recording of financial and monitoringof operational effectiveness and compliance of various regulatory and statutoryrequirements. The internal auditor monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company. Based on the report of the internal auditorrespective departments undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board
22. Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
23. Disclosure Under Section 43(A)(Ii) section 54(1)(d) & Section 62(1)(B) of TheCompanies Act 2013:
The Company has not issued any shares with differential rights any sweat equity sharesand any equity shares under Employees Stock Option Scheme and hence no information as perprovisions of Section 43(A)(Ii) section 54(1)(d) & Section 62(1)(B) of the Act readwith Rules of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company's well being.
August 12 2016 For and on behalf of the Board
|Regd. Office: || |
|Unit No. 611 ||Hiren Chandrakant Oza |
|Skylon Co-operative Housing Society ||Chairman |
|GIDC Char RastaVapi-396195 || |