Your Directors are pleased to present the Thirtieth Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the FinancialYear ended 31st March 2017.
|1. FINANCIAL PERFORMANCE || || |
| || ||(` In Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Total turnover including other income ||15536.67 ||15376.84 |
|Profit Before Interest Depreciation Exceptional Items and Tax ||1117.77 ||748.25 |
|Less: Deprecation ||629.45 ||588.99 |
|Less: Interest & Financial Charges ||456.20 ||486.09 |
|Profit/(Loss) Before Exceptional Items and tax ||32.12 ||(326.83) |
|Less: Exceptional items ||2925.93 ||- |
|Less: Provision for taxation ||6.32 ||(219.11) |
|Profit/(Loss) for the year ||(2900.13) ||(107.72) |
2. PERFORMANCE REVIEW
The turnover including other income of the Company for the Financial Year 2016-17amounted to `15536.67 Lakhs as against last year's `15376.84 Lakhs. The Profit/(Loss)before exceptional items tax is ` 32.12 Lakhs as against `(326.83) Lakhs of last year.Profit/(Loss) for the year stood `(2900.13) Lakhs as against `(107.72) Lakhs of last year.
Your Directors have not recommended dividend for the year ended 31st March2017.
4. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2017 stood at `1053.04Lakhs consisting of 52651756 No. of shares of ` 2 /- each. During the year under reviewthe Company has not issued any shares or convertible instruments.
5. NATURE OF BUSINESS
There was no change in the nature of business during the Financial Year 2016-17.
6. SUBSIDIARIES ASSOCIATES & JOINT VENTURES
Your Company does not have any Subsidiary Associate & Joint Venture Company.
7. CORPORATE GOVERNANCE
The disclosures as required under Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed with and forms part of this AnnualReport.
8. MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis forms part of theAnnual Report.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Om Prakash Jain (DIN 2553210) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.Accordingly his re-appointment forms part of the notice of the ensuing Annual GeneralMeeting.
Mr. Om Prakash Jain was appointed as an Executive Director of the Company w.e.f. 18thMay 2016. Later on his designation was changed to Non Executive Non Independent Directorw.e.f. 18th June 2016.
Ms. Soni Kanojia (DIN 07790957) was appointed as an Additional Director w.e.f. 13thApril 2017 to hold office upto the date of the ensuing Annual General Meeting. She isproposed to be appointed as Non-Executive Independent Director of the Company for a periodof three years. Mr. Mohandas Shenoy Adige (DIN00280925) and Mr. Jainarayan Bajaj(DIN03167975) Non-Executive Independent Directors of the Company have resigned from theBoard w.e.f. 11th July 2016 and 14th April 2017 respectively. TheBoard places on record their appreciation for the services rendered by them.
10. KEY MANAGERIAL PERSONNELS (APPOINTMENT & CESSATION)
In accordance with provisions of Section 203 of the Companies Act 2013 and the Rulesmade there under the Company has appointed Mr. Vedant Birla as Managing Director w.e.f.18th May 2016 as Key Managerial Personnel. Mr. Shamraj Gilbile resigned as KeyManagerial Personnel w.e.f. 28th June 2016.
Mr. Mukunda Mankar resigned as Chief Financial Officer of the Company w.e.f. 31stDecember 2016. Ms. Rupa Khanna resigned as Company Secretary and Compliance Officer ofthe Company w.e.f. 18th May 2017. Mr. Rajendra Kumar Sharma was appointed asChief Financial Officer w.e.f. 13th April 2017 and Ms. Vandana Patil asCompany Secretary and Compliance Officer of the Company w.e.f. 29th May 2017and also designated them as Key Managerial Personnel (KMP) of the Company.
11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TO SECTION149(6) OF THE ACT
The Company has received declaration from all Independent Directors of the Company tothe effect that they meet the criteria of independence as stipulated u/s 149(6) of the Actand applicable regulations of LODR.
12. DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act 2013 your Board of Directorshereby state:
(a) that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along withproper explanation relating to material departures if any; (b) that such accountingpolicies as mentioned in the Notes to the Financial Statements have been selected andapplied them consistently and judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31st March2017 and of Loss of the Company for the Year ended on that date; (c) that the Directorshave taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) that theannual accounts have been prepared on a going concern basis and; (e) that directors haslaid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and operating effectively; (f) that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
13. PLEDGE OF SHARES
None of the Equity Shares of the Directors of the Company are pledged with any Banks orFinancial Institutions.
The Company has neither accepted nor renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits in compliance with the Chapter V of theAct is not applicable.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND
In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 required information relating to the conservation ofenergy technology absorption and foreign exchange earnings and outgo is given in the "AnnexureA" to the Board's Report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has developed a CSR Policy which indicates the activities to be undertakenby the Company as specified in Schedule VII of the Act 2013. The CSR Policy has beenuploaded on the website of the Company at www.birlaprecision.in. The requisite details onCSR activities are as "Annexure B"to this report.
17. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Act and Rules framed thereunder either to the Company or to the Central Government.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Act 2013 Extract of the AnnualReturn for the Financial Year ended 31st March 2017 made under theprovisions of Section 92(3) of the Act in Form MGT 9 is annexed herewith as "AnnexureC". 19. AUDITORS
19.1. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder M/s.Thakur Vaidyanath Aiyar & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company from the conclusion of the twenty eight annual general meeting(AGM) of the Company held on 30th September 2015 till the conclusion of AGM tobe held in the year 2020 subject to ratification of their appointment at every AGM. Theyhave confirmed their eligibility and submitted the Certificate in writing that theirappointment if ratified would be within the prescribed limit under the Act and they arenot disqualified for appointment. The Auditor's Report does not contain any qualificationreservation or adverse remark. A resolution seeking member's approval for ratification ofappointment of Statutory Auditor forms part of the Notice convening the Annual GeneralMeeting.
19.2 Cost Auditors
Pursuant to the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 on recommendationsof Audit Committee your Directors had appointed Mr. Jayant Galande Cost Auditor to auditthe cost accounts of the Company for the Financial Year ending 31st March 2018at a remuneration of `100000/- p.a. (Rupees One Lakh Only) plus applicable GST andreimbursement of out of pocket expenses etc.. As required under the Act the remunerationpayable to the cost auditor is required to be placed before the members in a generalmeeting for their ratification.
19.3. Secretarial Audit
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 Mrs. Smitha Singh Practicing Company Secretary to undertake the SecretarialAudit of the Company for the Financial Year 2016-17. The Secretarial Audit Report isannexed herewith as "Annexure-D".
In respect of the following observations made in the Secretarial Audit Report we wouldlike to justify the qualifications / observations as follows: i) Non transfer of UnpaidDividend for the FY 2008-09 to Investor Education and Protection Fund under Section 124 ofthe Act.
Due to inadvertent oversight the amount remained to be transferred but as on date ithas been transferred and complied with. ii) Intimation to the Stock exchange about theresignation of CFO beyond stipulated time.
The Company is law abiding entity and files necessary documents with Stock Exchanges inconformity with Listing Regulations. However there were few delays due to administrativereasons in last quarter of year under review which the management is committed tostreamline in future.
iii) The related party transactions were entered without adequate approval.
The Company is law abiding entity and however due to administrative reasons adequateapproval could not be taken and effective steps are taken for future. iv) Annual accountswere not signed in accordance with Section 134 of the Act.
With reference to Section 134 of the Companies Act 2013 the Board of Directors of theCompany had given the authority to sign the Financial Statements to any two of theDirectors of the Companies i.e. to Mr. M. S. Adige and Mr. Jainarayan Bajaj. v) Theauditor is not able to comment on the compliance with the SEBI (Prohibition of InsiderTrading) Regulations 2015. The management ensures to comply in the coming year and istaking all possible steps to adhere with the SEBI Regulations 2015.
20. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the year under review werein the ordinary course of business and on arm's length basis. The Company has not enteredinto any contract/arrangement/transaction with related parties which could be consideredmaterial in nature. All Related Party Transactions are placed before the Audit Committeeand also the Board for approval. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are of a foreseen and repetitive nature. Necessary disclosuresrequired under the Accounting Standards (AS-18) have been made in the notes to FinancialStatement. The Company has developed a Related Party Transactions Policy which has beenuploaded on the website of the Company and web-link thereto has been provided in theCorporate Governance Report.
21. RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk Management Policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy. At present there is no identifiable risk which in theopinion of the Board may threaten the existence of the Company.
22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Control System commensurate with its size and natureof business. Internal Audit is periodically conducted by an external firm of CharteredAccountants who monitors and evaluates the efficiency and adequacy of Internal ControlSystem in the Company its compliance of all locations of the Company. Based on the reportof internal audit function concern person/department undertakes corrective actions andthereby strengthens the controls. During the year under review no material or seriousobservation has been observed.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE PREVENTION
PROHIBITION AND REDRESSAL) ACT 2013
During the year under review your Company has not received any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of Section 177 of the Companies Act 2013 Rules framed thereunder andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has put in place a system through which the Directors and Employees mayreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct & Ethics without fear of reprisal. The Employees andDirectors may report to the Compliance Officer and have direct access to the Chairman ofthe Audit Committee. The Whistle Blower Policy is placed on the website of the Company www.birlaprecision.in.
25. BOARD MEETINGS
During the Financial Year Five (5) Meetings of Board of Directors were held on 18thMay 2016 27th May 2016 12th August 2016 11thNovember 2016 and 9th February 2017 respectively.
26. AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on accounts audit finance taxationinternal controls etc. As on 31st March 2017 it comprises of Mr.Jainarayan Bajaj as a Chairman Mr. Satyanarayan Baheti & Mrs. Avanti Birla as memberof this Committee.The Company Secretary of the Company acts as Secretary of the Committee.
(Mr. Jainarayan Bajaj was inducted as member of the committee on 1stOctober 2015 and resigned w.e.f. 14th April 2017 as well as Mr. MohandasShenoy Adige was inducted as member of the committee on 2nd May 2008 andresigned w.e.f. 11th July 2016).
27. NOMINATION & REMUNERATION COMMITTEE & POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The detail ofthe same has been disclosed in the Corporate Governance Report.
28. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesframed thereunder and provisions of Schedule IV to the Act as well as the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation programme for the Board of Directors Committees of theBoard and Individual Directors for the Financial Year 2016-17.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has not received any significant & material order passed by theRegulators or Courts.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans and guarantees andhas not made any investments. Details of Investments covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
31. 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/Corporate Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
32. LISTING OF SHARES
Your Company's shares are listed on BSE under Scrip Code 522105. The ISIN code of theCompany is INE372E01025.
33. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
34. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
Your Directors gratefully acknowledge the support given by the Customers DealersDistributors Suppliers Bankers various departments of the Central and StateGovernments Local Authorities and also the Shareholders of the Company.
Your Directors would further like to record their appreciation for the unstinted effortput by all Employees of the Company during the year.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Vedant Birla |
|Date: 28th June 2017 ||Chairman & Managing Director |