You are here » Home » Companies » Company Overview » Baroda Extrusion Ltd

Baroda Extrusion Ltd.

BSE: 513502 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE927K01023
BSE 13:45 | 07 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 0.31
PREVIOUS CLOSE 0.32
VOLUME 12
52-Week high 0.51
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.31
Sell Qty 16505.00
OPEN 0.31
CLOSE 0.32
VOLUME 12
52-Week high 0.51
52-Week low 0.31
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.31
Sell Qty 16505.00

Baroda Extrusion Ltd. (BARODAEXTRUSION) - Director Report

Company director report

To

The Members of

Baroda Extrusion Limited

Your Directors have pleasure in presenting the 26th Director's Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS (Amount in Rs.)

Particulars Year ended on 31- 3-2017 Year ended on 31-3- 2016
Revenue from Operations & Other Income 141367636 253656960
Less: Total Expenditure 161320986 288567702
OPERATING PROFIT (19953350) (34910742)
Less: Finance Costs 26047 30654
GROSS PROFIT/LOSS FOR THE YEAR (19979397) (34941396)
Less: Depreciation and Amortization expense 784596 497639
PROFIT/LOSS FOR THE YEAR (20763993) (35439035)
Less: Provision for Taxation 0 0
Less: Deferred Tax Liability 24100 (358814)
Less: Tax Adjustment of Previous Year 0 0
PROFT AFTER TAX (20788093) (34888651)

COMPANY'S PERFORMANCE AFFAIR

Your directors are positive about the Company's operations and making best efforts toimplement the cost reduction measures to the extent feasible.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the nagement Discussion and Analysisas ANNEXURE: - I which forms part of the Directors' Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) O MPANIES ACT 2013

For the financial year ended 31st March 2017 the Company has not transferred anyamount to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March 2017.

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.

ANNUAL RETURN

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act 2013 Mr. Parasmal Kanugo whoretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.

The Company has received declaration from the all the Independent Directors of theCompany confirming that they meet criteria of independence as prescribed under section149(6) of the Companies Act 2013.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year2016-17

Date of Meeting Board Strength No. of Directors Present
1 30-05-2016 3 3
2 12-08-2016 3 3
3 10-11-2016 3 3
4 11-02-2017 3 3

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 consistently amade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit 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.

AUDITORS' REPORT

1) Independent Auditors Report

There are no qualifications or adverse remarks in the require any clarification/explanation. The Notes on financial statements are self-explanatory and needs no furtherexplanation.

2) Secretarial Audit Report

Pursuant to provision of Section 204(1) of the Companies Act 2013 with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. Malay Shah & Associates Practicing Company Secretaries to ConductSecretarial Audit of your Company. Secretarial Auditor's observation and Management'sexplanation to the Auditor's observation –

a) As per section 138 of the Companies Act 2013 the Com ny is required to appointInternal Auditor. The Company has not appointed Internal Auditor.

The Board will like to bring to your notice that company is trying to recruit anInternal Auditor on best efforts since a long time but the company has not beensuccessful.

b) The Company has failed to comply with all conditions of Listing Agreement with VSEDSE and ASE as required under Section 21 of the Securities Contracts Act 1956 asconfirmed by management both exchanges is derecognized by the SEBI.

The management is trying to do the needful to comply with the said provisions.

c) 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.

The management is trying to do the needful to comply with the said provisions in2017-18.

The Director refers to the Auditor's observation in the Secretarial Audit Report and asrequired under Section 204(1) of the Companies Act 2013 the Company has obtained asecretarial 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 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 theCompany's financial reporting process. The Audit Committee Comprises of 3 Directors. TheChairman of the Audit Committee is a Non-executive and Independent Director. TheComposition of the Audit Committee is as under:

Name of the Director Position held in the Committee Category of the Director
Mr. Kesarichand Shah Chairperson Independent Director
Ms. Rina G. Patel Member Independent Director
Mr. Parasmal Kanugo Member Managing Director

2) Nomination & Remuneration Committee

The Company has re-constituted Nomination & Remuneration Committee and presentlythe Remuneration committee comprises of 3 (Three) Directors.

Name of the Director Position held in the Committee Category of the Director
Mr. Kesarichand Shah Chairperson Independent Director
Ms. Rina G. Patel Member Independent Director
Mr. Parasmal Kanugo Member Managing Director

3) Stakeholder Relationship Committee

The Board of Directors of the Company has renamed its ‘shareholders'/InvestorsGrievance Committee' as Stakeholder Relationship Committee consisting of three memberschaired by Independent Director. The Committee inter-alia deals with m various mattersrelating to:

Name of the Director Position held in the Committee Category of the Director
Mr. Kesarichand Shah Member Independent Director
Ms. Rina G. Patel Chairperson Independent Director
Mr. Parasmal Kanugo Member Managing Director

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 2017:

Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction
Company has not entered into any transaction covered under Section 186 of Companies Act 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Transactions as defined underSection 188 of the Companies Act 2013 with related parties as defined under Section 2(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 2017 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 2016-17 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.

REPORT ON CORPORATE GOVERNANCE

In compliance with the provision of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 pursuant to the Listing Agreement a separate report onCorporate Governance is annexed herewith as ANNEXURE:IVto this report andCertificate from CEO/CFO Certificate issued in accordance with the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 pursuant to theListing Agreement is annexed herewith as ANNEXURE: - V

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ % of shares ASSOCIATE held
1. NIL

VIGIL MECHANISM

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

GENERAL

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 beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

SEXUAL HARASSMENT

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.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.

ACKNOWLEDGEMENT

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.

For and on behalf of Board of Directors
Of M/s BARODA EXTRUSION LIMITED
Sd/-
Parasmal Kanugo
Chairman
DIN: 00920021

Date: - 29-05-2017 Place: - Vadodara