The Board of Directors presents 23rd Annual Report and the Audited Financial Results of the Company for the year ended 31st March 2016.
|Rs. In lacs|
|Income from opera ons||957.40||1735.30|
|Profit / (Loss) before Interest||(134.24)||91.29|
|Deprecia on and Tax|
|Less : 1. Finance Cost||141.67||183.30|
|2. Deprecia on||42.56||52.11|
|Excep onal Income||119.93||Nil|
|Profit/ (Loss) before Tax||(198.54)||(144.12)|
|Provision for Tax||59.55||65.48|
|Profit/(Loss) a er Tax||(138.99)||(78.65)|
|Amount brought forward||303.92||450.28|
|Deprecia on amor sed||-||(67.71)|
|Amount available for appropria on||164.93||303.92|
|Amount carried to Balance Sheet||164.93||303.92|
REVIEW OF OPERATIONS
During the year under review owing to general sluggishness in steel and coke sector the volume of sales and realiza on have been adversely a ected. The Company has earned total income of 957.40 lacs as against Rs. 1735.30 lacs in the previous year. The Company has incurred a net loss of Rs. 138.99 lacs as against Loss of Rs. 78.65 lacs in the previous year.
ALLOTMENT OF PREFERENCE SHARES
During the year under review the Company has issued 220000 Redeemable Preference Shares of Rs. 1000/- each amoun ng to Rs. 22.00 crores only on preferen al basis.
In view of the losses incurred during the year your directors do not recommend any dividend.
REPORT ON CORPORATE GOVERNANCE AND M.D.A.
A Report on Corporate Governance and Management Discussion and Analysis are annexed and forms part of this Annual Report.
Appointment of Independent Directors:
Mr. Alok Sawa and Mr. Abhishek Chhapolika have been appointed on the Board of the Company as Independent Director for a period of 5 years upto 31st March 2019. The Independent Directors have given declara ons that they meet the criteria of independence as laid down under Sec on 149(6) of the Companies Act 2013 and SEBI (Listing Obliga ons and Disclosure Requirement) Regula ons.
Mrs. Vibha Tulsyan re res by rota on and being eligible otiers herself for re-appointment.
Number of Board Meetings held:
The Board of Directors duly met six mes on 30.05.2015 08.08.2015 05.11.2015 03.02.2016 28.02.2016 and 30.03.2016.
The Company has not accepted or renewed any Public Deposits as defined under provisions of Chapter V of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Sec on 134(5) of the Companies Act 2013 with respect to Directors' Responsibility Statement your Directors hereby confirm and state that:
a) in the prepara on of the annual accounts for the year ended 31st March 2016 the applicable accounting standards have been followed along with proper explana on rela ng to material departures if any;
b) they have selected such accounting policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the year 31st March 2016 and of the losses of the Company for the same period;
c) the directors have taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that are adequate and were operating the ectively.
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequateand are operating the ectively.
M/s Agarwal Khemka & Associates Chartered Accountants re res as Statutory Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a wri en confirma on from them to the the ect that their reappointment if made would be subject to the conditionsas prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified from being appointed as Statutory Auditors of the Company.
The observa ons of the Auditors in their Report read with relevant notes on the Accounts as annexed are self explanatory andthey do not call for further explana on in this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Sec on 135 of the Companies Act 2013 rela ng to the corporate social responsibility are not applicable as the Company does not fall in any of the criteria men oned in that Sec on.
SECRETARIAL AUDIT REPORT
According to the provision of sec on 204 of the Companies Act 2013 the Secretarial Audit Report submi ed by Mr. Rajarshi Ghosh Company Secretary in Prac ce is annexed.
Board explana on on the observa ons in the Secretarial Audit Report - The Company in due course will duly comply with the provisions rela ng to the appointment of internal auditor company secretary and chief financial o cer. Meanwhile Mr. Prashant Tulsyan - Whole- me Director has been entrusted with the responsibility of looking a er finance and secretarial func ons.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed.
RISK MANAGEMENT POLICY
Board of Directors have formulated and implemented a risk management policy for the company. The Board has been addressing various risks impac ng the Company including iden fica on therein of elements of risk if any which in the opinion of the Board may threaten the existence of the company.
In pursuance to the provisions of Sec on 177 (9) & (10) of the Companies Act 2013 and provisions of the Listing Agreement a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION ETC.
The Nomina on and Remunera on Commitee of the Company has framed a suitable policy on Directors' appointment which iden fies the qualifica ons posi five a ributes independence of the Directors. The Commitee has also recommended to the Board a Policy on remunera on for the Directors Key Managerial Personnel and other employees.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conserva on of Energy: The Coke Ovens are designed in such a way that considerable amount of energy is saved.
B. Technology Absorp on: The present technology used in manufacturing process is Indigenous. The Company has not carried out any research and development activities during the year.
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 financial year were on an arms length basis and were in the ordinary course of business. The Company has not entered into material related party transac ons which requires disclosures under the provisions of the Companies Act 2013 and the SEBI (Listing Obliga ons and Disclosure Requirements) Regula ons 2015.
LOANS GUARANTEES AND INVESTMENT
Details of Loans Guarantees and Investments covered under the provisions of Sec on 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Directors place on record their gra tude to the bankers media Government and other agencies shareholders and employees for their assistancecoopera on and encouragement extended to the Company.
|By Order of the Board|
|For AUROMA COKE LIMITED|
|Place : New Delhi||Prashant Tulsyan|
|Date : 12th August 2016||(Whole- me Director)|