The Board of Directors presents 24th Annual Report and the Audited Financial Results ofthe Company for the year ended 31st March 2017.
| || ||` In lacs |
|Par culars ||2016-17 ||2015-16 |
|Total Income ||1067.70 ||957.40 |
|Total Expenditure ||1065.29 ||1091.64 |
|Profi t / (Loss) before Interest ||2.41 ||(134.24) |
|Deprecia on and Tax || || |
|Less : 1. Finance Cost ||156.18 ||141.67 |
|2. Deprecia on ||37.84 ||42.56 |
|Excep onal Items ||(20.86) ||119.93 |
|Profi t/ (Loss) before Tax ||(212.47) ||(198.54) |
|Provision for Tax ||58.51 ||59.55 |
|Profi t/(Loss) a er Tax ||(153.96) ||(138.99) |
|Amount brought forward ||164.93 ||303.92 |
|Amount available for appropria on ||10.97 ||164.93 |
|Amount carried to balance Sheet ||10.97 ||164.93 |
REVIEW OF OPERATIONS
During the year under review the Company has been able to post posi ve EBIDTA(earnings before interest deprecia on taxa on and amor za on) ` 2.41 lacs as againstnega ve EBIDTA of Rs. 134.24 lacs only in the previous year. However the Loss for theyear has increased to Rs. 153.96 lacs as compared to ` 138.99 lacs in the previous yeardue to write o of project expenses amoun ng to ` 23.30 Lacs.
In view of the losses incurred during the year your directors do not recommend anydividend.
During the year under review there has not been any change in the composi on of theBoard of Directors. Mrs. Vibha Tulsyan (DIN : 00419784) re res by rota on and beingeligible o ers herself for re-appointment.
The Company has received declara ons from all the Independent Directors of the Companyconfi rming that they meet the criteria of independence as prescribed under Sec on 149(6)of the Companies Act 2013.
Informa on about Mrs. Vibha Tulsyan who seeks reappointment. (1) Name of the Director :Mrs. Vibha Tulsyan (2) DIN : 00419784 (3) Date of Birth : 14.03.1976 (4) Date ofAppointment : 20.11.2014 (5) Qualifi ca on : B.Com (6) Experience : Business andAdministra on (7) Other Directorship : Nil (8) No. of Shares held : 22900 (0.36%)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Sec on 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confi rm and statethat: a) in the prepara on of the annual accounts for the year ended 31st March 2017 theapplicable accoun ng standards have been followed along with proper explana on rela ng tomaterial departures if any; b) they have selected such accoun ng policies and appliedthem consistently and made judgments and es mates that are reasonable and prudent so as togive a true and fair view of the state of a airs of the company at the end of the financial year under review and of the profi t or losse of the company for that period; c)the Directors have taken proper and su cient care for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act 2013 for safeguardingthe assets of the Company and for preven ng and detec ng fraud and other irregulari es; d)the Directors have prepared the annual accounts on a going concern basis; e) the Directorshave laid down internal fi nancial controls in the company that are adequate and wereopera ng e ec vely. f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and these are adequate and are opera ng e ec vely.
A) EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexedherewith as Annexure- A to this Report.
B) MEETINGS OF THE BOARD During the year under review the Board of Directorshad fi ve mee ngs. These were held on 6.4.2016 30.5.2016 12.8.2016 14.11.201614.2.2017.
C) COMPOSTION OF AUDIT COMMITTEE The Audit Commi ee comprises of Two Independent Non execu ve Directors and One Promoter Execu ve Director namely (1) Mr.Abhishek Kumar Chhapolika (2) Mr. Alok Sawa and (3) Mr. Prashant Tulsyan. D) VIGILMACHANISM/ WHISTLE BLOWER POLICY Pursuant to Sec on 177 of the Companies Act 2013read with Regula on 22 of the Lis ng regula ons the Board of Directors has adopted avigil mechanism/ whistle blower policy which provides to directors and employees aframework for reporting their genuine concerns about unethical behavior actual orsuspected fraud or viola on of the Company's code of conduct.
E) PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED The par culars of loans guarantees and investments have been disclosed in the financial statements.
F) PARTICULARS OF REMUNERATION - There are no disclosures to make regarding employeesremunera on as per Rules 5(2) & (3) of the Companies (Appointment and Remunera on ofManagerial Personnel) Rules 2014 forming part of this Report. Disclosures pertaining tomanagerial remunera on and other details as required under Sec on 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remunera on of ManagerialPersonnel) Rules 2014 are provided. G) CORPORATE SOCIAL RESPONSIBILITY (CSR) Provisions of Sec on 135 of the Companies Act 2013 rela ng to the Corporate SocialResponsibility are not applicable to the Company as it does not fall in any of thecriteria men oned in that sec on.
H) GENERAL Your Directors state that no disclosures or reporting is required inrespect of the following subject as there were no transac ons incurred during the financial year in rela on thereto.
- Details rela ng to deposits covered under Chapter V of the Companies Act 2013.
- Issue of equity shares with di eren al rights as to dividend vo ng or otherwise.
- Issue of shares to employees under any scheme.
- No signifi cant or material orders were passed by the Regulators or Courts orTribunals which impacted the going concern status and Company's opera ons in future.
M/s Agarwal Khemka & Associates Chartered Accountants Statutory Auditors of theCompany having completed more than ten fi nancial years upto fi nancial years 2016-17 arenot eligible for re-appointment as statutory auditors for the next fi nancial year in viewof provisions of Sec on 139 of the Companies Act 2013 on rota on of auditors. It isproposed to appoint M/s. Chhaparia & Associates Chartered Accountants as StatutoryAuditors of the Company for a period of fi ve years from the fi nancial year 2017-18 uptofi nancial year 2021-22.
The observa ons of the Auditors in their Report read with relevant notes on theAccounts as annexed are self explanatory and they do not call for further explana on inthis Report.
SECRETARIAL AUDIT REPORT
According to the provision of sec on 204 of the Companies Act 2013 the SecretarialAudit Report submi ed by Mr. Vivek More Company Secretary in Prac ce is annexed.
Board explana on on the observa ons in the Secretarial Audit Report a) Observa on Non-appointment of company secretary chief fi nancial o cer internal auditors.The Company in view of low volume of business ac vi es and weak fi nancial posi on is notin a posi on to appoint these posi ons. The fi nancial and secretarial func ons are beingmonitored by Mr. Prashant Tulsyan Whole- me Director of the Company.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management policy for thecompany. The Board has been addressing various risks impac ng the Company including idenfi ca on therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC.
The Nomina on and Remunera on Commi ee of the Company has framed a suitable policy onDirectors' appointment which iden fi es the qualifi ca ons posi ve a ributesindependence of the Directors. The Commi ee has also recommended to the Board a Policy onremunera on for the Directors Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
A. Conserva on of Energy: The Coke Ovens are designed in such a way that considerableamount of energy is saved. B. Technology Absorp on: The present technology used inmanufacturing process is Indigenous. The Company has not carried out any research anddevelopment ac vi es during the year.
C. The foreign exchange earnings and outgo during the year under review: Nil
RELATED PARTY TRANSACTIONS
The Related Party Transac ons that were entered during the fi nancial year were on anarm's length basis and were in the ordinary course of business. The Company has notentered into material related party transac ons which require disclosures under theprovisions of the Companies Act 2013 and the SEBI (Lis ng Obliga ons and DisclosureRequirements) Regula ons 2015.
The Directors place on record their gra tude to the bankers media Government andother agencies shareholders and employees for their assistance coopera on andencouragement extended to the Company.
| ||By Order of the board |
| ||For AUROMA COKE LIMITED |
| ||Prashant Tulsyan |
|Date : 14th August 2017 ||Whole-time Director |