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Classic Electricals Ltd.

BSE: 512213 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Classic Electricals Ltd. (CLASSICELECTRIC) - Director Report

Company director report

TO THE MEMBERS OF CLASSIC ELECTRICALS LIMITED

Your directors are pleased to present the Annual Report and the Company's AuditedFinancial Statement for the financial year ended March 31 2017.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 312017 is summarizedbelow:

(Rupees in Lakhs)

2016-17 2015-16
Total income 42.61 41.49
Profit/ (Loss) before Depreciation & Tax 14.97 25.47
Depreciation 7.29 7.68
Profit/(Loss) after depreciation Carried to balance sheet 7.68 17.79
Tax Expenses
- Current Tax 2.46 5.10
- Deferred Tax (2.26) (1.71)
Net Profit after Tax carried Forward 7.48 14.40

RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY

The Company has earned profit of 7.48 Lakhs for the year ended 31st March 2017 againstprofit of Rs. 14.40 Lakhs in the previous year.

There are no material changes and commitments have occurred after the close of thefinancial year till the date of this report which affect the financial position of theCompany.

DIVIDEND AND TRANSFER TO RESERVE

In order to conserve the financial resources for the long term needs of the Company theDirectors do not recommend any dividend and no amount is transferred to Reserves for thefinancial year 2016-17.

DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read with Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) for the time being in force)hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of theCompanies (Accounts) Rules 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements / transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basisand that the provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC - 2 under Rule 8(2) of the Companies (Accounts) Rules 2014 is notrequired.

Your Directors draw attention of the members to Note 27 to the financial statementwhich sets out related party disclosures in accordance with the Accounting Standard 18issued by the Institute of Chartered Accountants of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR1

The provisions of Section 135 of the Companies Act 2013 and rules framed thereunderrelating to Corporate Social Responsibility (CSR) is not applicable to this Company.

RISK MANAGEMENT

The Risk Management Policy has been framed implemented and monitored. Major riskidentified by the businesses and functions are systematically monitored through mitigatingactions on continuing basis.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial control with reference to financialstatements. During the year such controls were tested and no reportable materialweaknesses in the designed operations were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation and Subsequent Re-Appointment And Key Managerial Personnel:

Mr. Rajesh Hirji Shah Non-Executive Director is liable to retire by rotation at theensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible have offered himself for re-appointment.Appropriate resolutions for his re-appointment is being placed for your approval at theensuing AGM. The brief resume of the Directors and other related information has beendetailed in the Notice convening the AGM of your Company. Your Directors recommend hisre-appointment as Non-Executive Director of your Company.

The Independent Directors of your Company namely Mr. Sunil Hirji Shah and Mr. DhaneshVipin Parikh holds office upto 31st March 2020 and are not liable to retire by rotation.

Mr. Rajesh Hirji Shah Managing Director and Mr. Sunil Hirji Shah CFO are the KeyManagerial Personnel of your Company in accordance with the provisions of Sections 2(51)203 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

Declaration of Independence:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(l)(b) of Lisiting Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).

Evaluation of Board's Performance:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors / Board / Committees was carried out.

The Company has devised a policy for performance in relation to Independent DirectorsBoard Committees which includes criteria for performance evaluation of the Non-Executiveand Executive Directors.

The detailed programs for familiarization of Independent Directors with the Companytheir roles rights and responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company are being shared and discussed.

In a separate meeting of Independent Directors' performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the view of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the Board its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire board excluding the independent directors being evaluated.

Directors' Responsibility Statement:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31 2017 and of the profit and loss ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

CONSTITUTION OF COMMITTEES

Audit Committee:

The Company has constituted the Audit Committee which comprises of IndependentDirectors viz. Mr. Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah and Mrs. Julie Mehul Shahas other members. All the recommendations made by the Audit Committee were accepted by theBoard.

Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board isconstituted to formulate and recommend to the Board from time to time a compensationstructure for Managing Directors / Whole-time Directors and Managerial Personnel of theCompany.

The nomination and Remuneration Committee comprises Independent Directors viz. Mr.Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah and Mrs. Julie Mehul Shah as other members.

Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of three Directors namelyMr. Dhanesh Vipin Parikh and Mr. Sunil Hirji Shah and Mrs. Julie Mehul Shah as othermembers.

Remuneration and Nomination Policy:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

M/s. A. C. MODI & ASSOCIATES Chartered Accountants Mumbai hold the office tillthe conclusion of the ensuing Annual General Meeting of the Company. The Board hasrecommended the appointment of M/s. N. B. Purohit & Co. Chartered AccountantsMumbai as Statutory Auditors of the Company in their place for a term of 5 consecutiveyears from the conclusion of the ensuing Annual General Meeting of the Company scheduledto be held in the

year 2017 till the conclusion of the meeting to be held in the year 2022 for theapproval of shareholders of the Company based on the recommendation of the AuditCommittee.

The Company has received a letter from M/s. N B. Purohit & Co. to the effect thattheir appointment if made would be within the prescribed limits under Section 141 (3)(g)of the Companies Act 2013 and they are not disqualified for appointment.

The Auditors Report does not contain any qualification or adverse remarks hence noexplanations or comments is required to be given by the Board in the report.

Secretarial Auditor:

The Board has appointed D. Kothari & Associates Practicing Company Secretary toconduct the Secretarial Audit for the financial year ended 2016-17. The Secretarial Auditreport for the financial year ended March 31 2017 is annexed herewith and marked asAnnexure 1 to this report. Regarding the observations in the Secretarial Audit Reportdirectors wish to clarify that due to financial constraints economic reasons andadministrative difficulties Equity Shares of the Company have not been demated andconsequently the Company is not able to conduct e- voting besides the share are nottraded as also the floating stock of the public holding is very meager. The management hastaken steps to comply the required compliances within the constraints mentioned herein assoon as possible.

DISCLOSURES

Vigil Mechanism:

The Vigil Mechanism of the Company which also includes Whistle Blower Policy in termsof the Listing Agreement includes an ethics and compliance task force comprising seniorexecutives of the Company. Protected disclosures can be made by Whistle Blower through anemail or letter to the Chairman of the Audit Committee.

Meetings of the Board:

Four meetings of the Board of Directors were held during the year on the followingdates i.e. 30/5/2016 12/8/2016 14/11/2016 10/02/2017.

Particulars of loans given investments made Guarantees given and Securities provided:

The Company has not given any loans or made any investments u/s 186 of the CompaniesAct 2013.

Conserv ation of Energy technology absorption and foreign exchange earning and outgo:

The Company is not engaged in manufacturing activities however wherever possible theCompany has taken measures to conserve the energy.

FOREIGN EXCHANGE EARNING : NIL FOREIGN EXCHANGE OUTGO : NIL

Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isannexed as Annexure II to this report.

Particulars of employees and related disclosures:

The total number of permanent employee as on 31/3/2017 was 1.

The Company has not paid any remuneration to Whole-time Director / Managing Directorand hence the question of furnishing information regarding ratio of remuneration of eachdirector to the median remuneration of the employees of the Company is not applicable.

There was no remuneration paid to any director and hence furnishing the detailsregarding the comparison of remuneration of the Key Managerial remuneration againstcompany performance and percentile increase key parameters for variable components is notapplicable.

Market Capitalization as on 31/3/2016 Rs. 230.20 Lacs Market Capitalization as on31/3/2017 Rs. 230.20 Lacs There is no change in market capitalization

PE ratio as on 31/3/2016 Rs. 15.98

PE ratio as on 31/3/2017 Rs. 31.00

The Company does not have any employee whose particulars are required to be disclosedin terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hencefurnishing of the same does not arise.

Prevention of Sexual Harassment in the Company:

The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. All employees arecovered under this policy.

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prohibition Prevention andRedressal) Act 2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as the provisions were not applicable to the company or there were notransactions on these items during the year under review:

i. Issue of Equity Shares to differential rights has to dividend voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company.

iii. The Company does not have any subsidiaries hence the question of receivingremuneration or commission by the Managing Directors or Whole Time Directors of theCompany from subsidiary does not arise.

iv. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operation in the future.

v. Material changes on commitments affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.

vi. The details of the top ten employees and employees who were drawing remuneration inexcess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with Section 197 of the Companies Act 2013.

ACKNOWLEDGEMENT

Your Directors would like to access the sincere appreciation for the assistance andco-operation received from Shareholders Bank Government Authorities and other Businessconstituents during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
DIRECTORS
Place : Mumbai
Date : 24th August 2017