Your Directors present the 31ST ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2016 17 ended 31st March 2017.
1. FINANCIAL RESULTS :
| || ||(Rs. in Lakh) |
|Particulars ||2016-17 ||2015-16 |
|Operating Loss (Before Interest & Depreciation) ||2.40 ||11.01 |
|Add : Interest ||- ||- |
|Add : Depreciation ||- ||2.61 |
|Net Loss before Tax ||2.40 ||13.62 |
|Add : Provision for Taxation ||- ||- |
|Loss after Tax ||2.40 ||13.62 |
|Balance of Loss brought forward from Previous year ||471.32 ||457.70 |
|Net Loss carried to Balance Sheet ||473.72 ||471.32 |
In view of carried forward losses and also in view of absence of virtual certainty ofsufficient future taxable income deferred tax assets/liabilities have not beenrecognised.
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2017 and date of this report.
Your Directors are unable to recommend Dividend for the year 2016-17 in view of theaccumulated losses as on 31st March 2017.
The revenue earned during the year under review was due to sale of asset. There wasneither production nor sale of Mineral Water Bottles during the year under review. Thereare now no fixed assets of the Company.
The Operating Loss (before interest and depreciation) stood at Rs. 2.40 lakh during theyear under review as compared to Rs. 11.01 lakh during the year 2015-16. As there was noprovision for depreciation Interest and exceptional and prior period items the Net lossstood same at Rs. 2.40 lakh during the year under review.
The Equity Shares of the Company are listed on BSE Limited & Ahmedabad StockExchange Limited. The Company is regular in payment of Annual Listing Fees. The Companyhas paid Listing fees up to the year 2017-18.
5.1 One of your Directors viz. Ms. Rita S. Shah retires by rotation in terms of theArticles of Association of the Company. However she being eligible offers herself forreappointment.
5.2 The Board of Directors duly met 5 times during the financial year under review.
5.3 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
5.4 FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
5.5 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2017 beingend of the financial year 2016-17 and of the loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
7. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors. The Board of Directors has framed a Remuneration Policy that assures the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors Key Managerial Personnel and Senior Management to enhance the qualityrequired to run the Company successfully. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company'swebsite-www.bisilplastltd.com
8. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL :
There are no material payments to KMP/ Employees. As no material payments have beenmade the amount is not comparable with the performance of the Company. There is noEmployee drawing remuneration requiring disclosure under Rule 5(2) of CompaniesAppointment & Remuneration of Managerial personnel) Rules 2014.
9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
There are no Related Party Transactions and hence no details have been submitted.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption are not applicable as there are no manufacturing activities duringthe year under review. The Company has not earned or spent any Foreign Exchange during theyear under review.
11. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure A.
12. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B. Asregards the observation of the Auditors the Company is in the process of identifying andappointing Whole-time Company Secretary and also developing functional website of theCompany.
13. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C.
14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
15.1. STATUTORY AUDITORS:
The present Auditors of the Company M/s. Shah & Dalal Chartered AccountsAhmedabad will retire at the ensuing 31st Annual General Meeting.
The remarks of Auditors are self explanatory and have been explained in Notes onAccounts.
In terms of Section 139 of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 the Board of Directors has recommended the appointment of M/s. S KJha & Co. Chartered Accountants Ahmedabad as Statutory Auditors of the Company for aperiod of 5 years to hold office from the conclusion of the ensuing 31st AGM till theconclusion of 36th AGM on remuneration to be decided by the Board or Committee thereof TheCompany has obtained consent from M/s. S K Jha & Co. Chartered Accounts to the effectthat their appointment as Auditors of the Company for period of 5 years commencing fromthe Financial Year 2017-18 to 2021-22 if made will be in accordance with the provisionsof Section 139 and 141 of the Companies Act 2013.
The Shareholders are requested to consider and approve the appointment of the StatutoryAuditors of the Company.
The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
15.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
15.5 SUBSIDIARIES/ ASSOCIATE/ JVs:
The Company does not have any Subsidiaries/ Associate Companies / JVs.
15.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
15.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the Company and its future operations.
15.8 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. There are no operations being carried out in the Company during theyear under review.
15.9 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
15.10 DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
16. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.
17.1 The Company has no outstanding payment to Banks or any other person.
17.2 The Company's Income tax Assessment has been completed upto the Assessment Year2014-15.
Your Directors express their sincere gratitude for the assistance and co operationextended by Banks Government authorities Shareholders Suppliers and Customers.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||Sanjay S. Shah ||Rita S. Shah |
|Date : 20th July 2017 ||Managing Director ||Director |