Baroda Extrusion Ltd.
|BSE: 513502||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE927K01023|
|BSE LIVE 13:45 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 513502||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE927K01023|
|BSE LIVE 13:45 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of BARODA EXTRUSION LIMITED
Your Directors have pleasure in presenting the 24th Directors Reportof your Company together with the Audited Statement of Accounts and the AuditorsReport of your company for the financial year ended 31st March 2015.
STATE OF COMPANYS AFFAIRS
During the year under review the total income of the Company was Rs. 239416443against Rs. 482657411 in the previous year. The Company has occurred a loss after taxof Rs. 23543998 compared to Rs. 61227821 in the previous year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
This Annual Report contains a separate section on the Management Discussion andAnalysis as ANNEXURE: - I which forms part of the Directors Report
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31st March 2015 the Company has not transferred anyamount to General Reserve Account.
Your Directors do not recommend any dividend for the year ended on 31st March 2015.
MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal andinformation.
Mr. Parasmal Kanugo has appointed as Managing Director on remuneration as decided in24th Annual General Meeting held on 30th August 2015 for term of three yearswith effect from 1st August 2015 till 31st August 2018
As per Section 152 of the Companies Act 2013 Mr. Parasmal Kanugo Director of theCompany retire by rotation at the ensuing Annual General meeting and offers himself forre-appointment.
Mr. Parasmal Kanugo is also director of M/s. Challenger Systems (India) Private Limited& M/s. Giri Prime Housing and Properties Private Limited.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the Financial Year2014-15
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
1) Independent Auditors Report
There are no qualifications or adverse remarks in the Auditors Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.
2) Secretarial Audit Report
Pursuant to provision of Section 204(1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. K H RAO & Co. Practicing Company Secretaries to ConductSecretarial Audit of your Company.
Secretarial Auditors observation and Managements explanation to theAuditors observation The Director refers to the Auditors observation inthe Secretarial Audit Report and as required under Section 204(1) of the Companies Act2013 the Company has obtained a secretarial audit report.
The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to thisreport.
COMMITTEES OF THE BOARD
During the year in accordance with provisions of Companies Act 2013 the Board ofDirectors of the Company has constituted/re constituted following 3 committees:
1) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompanys financial reporting process. The Audit Committee Comprises of 3 Directors.The Chairman of the Audit Committee is a Non-executive and Independent Director. TheComposition of the Audit Committee is as under:
The Companys Nomination and Remuneration Committee comprises of two Non-executiveDirectors and one Managing Director. The table sets out the composition of the Committee:
2) Nomination & Remuneration Committee
The Company has re-constituted Nomination & Remuneration Committee and presentlythe Remuneration committee comprises of 3 (Three) Directors.
3) Stakeholder Relationship Committee
The Board of Directors of the Company has renamed itsshareholders/Investors Grievance Committee as Stakeholder RelationshipCommittee consisting of three members chaired by non executive Director. The Committeeinter-alia deals with various matters relating to:
LOANS GUARANTEES AND INVESTMENTS
The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2015:
RELATED PARTY TRANSACTIONS
The Company is required to enter into various Related Parties Transactions as definedunder Section 188 of the Companies Act 2013 with related parties as defined under Section2 (76) of the said Act. Further all the necessary details of transaction entered with therelated parties are shown in notes forming part of financial statement for the year endedas on 31st March 2015 for your kind perusal and information. The Company has not enteredinto any new contract or agreement under section 188 of Companies Act 2013. In financialyear 2014-15 and hence the provisions of Section 134(3)(h) is not attracted and has notprepared FORM No. AOC-2.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
KEY MANAGERIAL PERSONNEL
During the year under review following persons held position of Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.
Mr. Parasmal Kanugo Managing Director
Remuneration and other details of the Key Managerial Personnel for the financial yearended 31st March 2015 are mentioned in the Extract of the Annual Return which is attachedto the Directors Report.
PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.A statement containing particulars of employees pursuant to section 134 (3) (q) ofCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) rules 2014 is annexed herewith as ANNEXURE:- IV
REPORT ON CORPORATE GOVERNANCE
In compliance with the provision of Clause 49 of the Listing Agreement a separatereport on Corporate Governance is annexed herewith as ANNEXURE: - V to this report.And Certificate from Managing Director/CEO issued in accordance with the provisions ofClause 49 of the Listing Agreement is annexed herewith as ANNEXURE: - VI
PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Companies Meeting of Board & its powers Rules 2014 Company has formulated VigilMechanism and the same is available on web site of Company www.barodaextrusion.com
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms length basis:
(a) Name(s) of the related party and nature of relationship: Not Applicable (b) Natureof contracts/arrangements/transactions: Not Applicable (c) Duration of the contracts /arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions: NotApplicable (f) Date(s) of approval by the Board: Not Applicable (g) Amount paid asadvances if any: Not Applicable
(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188: Not Applicable
2. Details of material contracts or arrangement or transactions at arms lengthbasis:
(a) Name(s) of the related party and nature of relationship: NA (b) Nature ofcontracts/arrangements/transactions: NA (c) Duration of the contracts /arrangements/transactions: NA
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: NA (e) Date(s) of approval by the Board if any: NA (f) Amount paid as advancesif any: NA
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
M/s. BARODA EXTRUSION LIMITED
Survey No 65-66 Village:Garadia Jarod-Samlaya Road Ta Savli Dist:Baroda Gujarat.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. BARODA EXTRUSIONLIMITED (hereinafter called "the company"). The Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. - Not Applicable to the Company during the Audit Period;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. - Not Applicable to the Company duringthe Audit Period;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. - Not Applicable to the Company during the Audit Period;
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;-Not Applicable as the Company is not registered as Registrars to an Issue and ShareTransfer Agents during the Audit Period
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009. - Not Applicable to the Company during the Audit Period; and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. - Not Applicable to the Company during the Audit Period;
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
Not notified hence not mandatory for the Company during the Audit Period.
ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd(hereinafter called "BSE") Ahmedabad Stock Exchange Ltd (hereinafter called"ASE") Vadodara Stock Exchange Ltd (hereinafter called "VSE") andDelhi Stock Exchange Ltd (hereinafter called "DSE").
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1. The Company has failed to comply with the provisions of Section 15 of the CompaniesAct 2013 in respect of noting of alteration of Memorandum & Articles in every copy.
2. The Company has not filed Annual Return for F.Y. 2013-14 with Registrar ofCompanies as required under Section 159 of Erstwhile Companies Act 1956 and/or Section92 of the Companies Act 2013 upto the date of this report.
3. The Company has failed to produce proof of dispatch notice to the members of AnnualGeneral Meeting held on 30th September 2014 as required under Section 101 ofthe Companies Act 2013.
4. The Company has failed to comply with Section 180(1)(C) of the Companies Act 2013during the Audit Period.
5. The Company has taken deposit during the Audit Period but failed to comply withSection 73 of the Companies Act 2013 and rules thereon.
6. The Company has failed to file the necessary resolutions (passed under Section 179)with Registrar of Companies as required under Section 117 of the Companies Act 2013.
7. The Company being listed has failed to file report on Annual General Meeting ine-Form MGT-15 with the Registrar of Companies as required under Section 121 of theCompanies Act 2013.
8. As per the Report of Auditors for F.Y. 2014-15 the Company has failed to complywith AS-15 with regard to Accounting of Retirement Benefits except Provident Fund.
9. The Financial Statements of the Company for F.Y. 2013-14 are not in conformity withsigning requirements as per Section 134 of the Companies Act 2013 and/or Clause 41 of theListing Agreement.
10. As per the Annexure to the Report of Auditors under Companies (AuditorsReport) Order 2015 for F.Y. 2014-15 the Company has not updated Fixed Assets Register.
11. The Company has not filed its Financial Statements for F.Y. 2013-14 as requiredunder Section 220 of Erstwhile Companies Act 1956 and/or Section 137 of the CompaniesAct 2013 during the Audit period.
12. The Company has not appointed an Internal Auditor for F.Y. 2014-15 as requiredunder Section 138 of the Companies Act 2013.
13. The Company has not appointed Non-Executive Directors and Independent Directors asrequired under Section 149 (4) of the Companies Act 2013 and rules made thereunder duringthe Audit period.
14. The Constitution of Audit Committee is not in conformity with the requirement ofSection 177 of the Companies Act 2013 and rules thereunder during the Audit period.
15. The constitution of Nomination and Remuneration Committee is not in conformity withthe requirement of Section 178 of the Companies Act 2013 and rules thereunder during theAudit period.
16. The Company has failed to appoint/reappoint the managing Director before expiry ofhis tenure of appointment as Managing Director as required under Section 269 of ErstwhileCompanies Act 1956 and/or Section 196 of the Companies Act 2013 upto the date of thisreport.
17. The Company has failed to appoint whole time Key managerial personnel as requiredunder Section 203 of the Companies Act 2013 and rules thereon.
18. The Company has failed to comply with all conditions of Listing Agreement with ASEDSE & VSE as required under Section 21 of the Securities Contracts (Regulation) Act1956.
19. The Company has not produce copy of Listing Agreements entered with BSE ASE DSEand VSE to us for the Audit.
20. The Company has not complied with all conditions of Listing Agreements with ASEVSE and DSE as required under various clauses of Listing Agreement during the Auditperiod.
21. The Company has not intimated to the BSE the outcome of Board Meeting as requiredunder Clause 20 of the Listing Agreement about the details of the total turnover grossprofit/loss provision for depreciation tax provisions and net profits for the year (withcomparison with the previous year) and the amounts appropriated from reserves capitalprofits accumulated profits of past years.
22. The Company has failed to give intimation of Board Meeting to Stock Exchanges andpublication of notice in news paper as required under Clause 41 of the Listing Agreementduring the Audit period.
23. The Company has failed to appoint Company secretary as Compliance Officer of theCompany as required under the Clause 47 (a) of the Listing Agreement during the Auditperiod.
24. The Company has not disclosed Related Party Transactions Policy Risk ManagementPolicy Whistle Blower Policy and Code of conduct for all Board Members on its Website asrequired under Clause 49 of the Listing Agreement during the Audit period.
25. The Company has not complied with Clause 49 (IX) in respect of CFO Certification onfinancial Statements & Cash Flow Statement for F.Y. 2013-14.
I further report that
The Board of Directors of the Company is not duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors as required underSection 149 (4) of the Companies Act 2013 and rules made thereunder during the Auditperiod.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines as referred to above and subjectto the above observations.
I further report that as per the records produced by the Company the Company hasreceived notice from ASE for non-compliance of Listing Agreement under Section 21 of theSecurities Contracts (Regulation) Act 1956.
I further report that as per the records produced by the Company thecompany has received notice under section 29 State Financial Corporation Act 1951 fromM/s. SICOM LIMITED due to non-payment of its dues during the audit period.
I further report that as per the Report of Statutory Auditors for F.Y. 2014-15 M/s.SICOM LIMITED has filed winding up petition in the High Court of Gujarat on28.07.2014 u/s 433 and 434 under The Companies Act 1956 to wind up the Company.
I further report that with reference to Notice issued by BSE in respect ofprovision of Clause 31(a) of the Listing Agreement dated 29/10/2014 the company hasfailed to submit restated financial statements pertaining to Financial Year 2012-13 givingeffect to the qualifications in terms of Clause 31A of the Listing Agreement to BSEduring the audit period.
I further report that as per the audited Financial Statements of the Company theaccumulated losses of the Company exceed its paid up capital and reserve. Hence theCompany is "Sick Industrial Company" under the provisions of Sick IndustrialCompanies Act 1985.
PATICULARS OF EMPLOYEES PURSUANT TO SECTION 134 (3) (q) OF THE COMPANIES ACT 2013 READWITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2014-15 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
**Mr. Alpesh Kanugo was in employment of the Company from beginning of financial year2014-15 as Chief Financial Officer paid remuneration as mentioned above during financialyear 2014-15.
(ii) The median remuneration of the employees of the Company during the financial year2014-15 was Rs. 3207415/-
(iii) There was no percentage increase in the median remuneration of employees infinancial year 2014-15
(iv) There were 40 permanent employees on the rolls of the Company as on 31-3-2015
(v) Comparison of the remuneration of Key Managerial Personnel against the performanceof the Company There was no increase in total remuneration of Key Managerial Personnel infinancial year 2014-15.
(vi) There was no increase in salaries of employees in the financial year 2014-15
(vii) Price Earning ration was (0.41) as on 31-3-2014 & (0.16) as on 31-3-2015
(viii) The key parameters for the variable component of remuneration availed by theDirectors are considered by Board of Director based on recommendations of the Nominationand Remuneration Committee as per the remuneration policy for Directors key ManagerialPersonnel and other employees
(ix) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year
(x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees