To the Members of
Commercial Engineers & Body Builders Co Ltd
Your Directors are pleased to present the 35th Annual Report of the Company togetherwith the Audited Financial Statements for the year ended 31st March 2015.
| || ||In Rs Lacs |
|Particulars ||2014-15 ||2013-14 |
|Gross Sales ||15238.46 ||18536.94 |
|Net Sales (Excluding Excise Duty) ||11844.38 ||13885.99 |
|Other Income ||239.98 ||268.71 |
|Total Expenditure ||18120.44 ||20927.81 |
|Profit/(Loss) Before Tax and exceptional items ||(6036.08) ||(6773.11) |
|Exceptional Item (impairment of asset) ||6300.00 || |
|Provision for Tax ||(2081.47) ||269.97 |
|Profit/(Loss) After Tax ||(10254.61) ||(7043.08) |
|Balance Brought Forward From Previous Year ||2266.61 ||9052.57 |
|Reversal of Proposed Dividend (Net) || ||257.13 |
|Balance Carried Forward to Balance Sheet ||(7988.00) ||2266.61 |
Performance at Glance
The Company has recorded gross sales of Rs 15238.46 Lacs in the closed financial year2014-15 which is 18.00% lesser as compared to the previous financial year.
Further your Company has recorded profit/(loss) before tax & exceptional item is Rs(6036.08) Lacs (Previous year loss: Rs 6773.11 Lacs).
The Profit / (loss) after tax is at Rs (10254.61) Lacs in the current year. (Previousyear loss: Rs 7043.08 Lacs).
A reference may please be made to Management Discussion and Analysis Section foranalytical information regarding performance of the current fiscal.
No dividend is recommended for distribution to the members for the year under review asthe company has incurred losses.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Clause 49 ofthe Listing Agreements with Stock Exchanges a separate Report on Corporate Governance anda certificate from the Auditors of the Company regarding compliance of the conditions ofCorporate Governance forms part of the Annual Report.
Contracts and Arrangements with Related Parties
All related party transactions that were entered into during the financial year 2014-15were on an arm's length basis and were in the ordinary course of the business. The Companyhas not enter into any material or significant related party transactions with thePromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink. http://www.cebbco.com/docs/profile_for_investors.html.
The attention of Members is drawn to Note 35 of the financial statement which sets outrelated party disclosures.
Disclosure on Subsidiaries
The Company does not have any subsidiary.
Corporate Social Responsibility (CSR)
A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities tobe undertaken by the Company has been formulated by the Corporate Social ResponsibilityCommittee (CSR Committee) and recommended to the Board which has been approved by theBoard.
The CSR Policy may be accessed on the Company's website at the link:http://www.cebbco.com/docs/profile_for_investors.html.
The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement a Risk Management committee has been constituted by the company. Thedetails of the committee and its terms of reference are set out in the CorporateGovernance Report.
The company is continuously monitoring the risk and methods to mitigate these risks.
Internal Financial Controls
Details of internal financial control and its adequacy are included in the managementdiscussion and analysis report which forms part of this report.
Directors and KMP
The Board of Directors comprises of:
Mr. Anil Gopal Joshi - Chairman and Independent Director
Dr. Kailash Chand Gupta - Non Executive Promoter Director
Mr. Prakash Yashwant Gurav - Independent Director
Mr. Prabhakar Ramchandra Dalal - Independent Director
Mr. Manchi Venkat Rajarao - Independent Director
Mrs. Nandini Malpani -Non Executive Promoter Director
The KMPs are as follows:
Mr. Deepak Tiwary - Chief Executive Officer
Mr. Ajeet Garde - Chief Finance Officer
Mr. Anurag Misra - Company Secretary
During the year following directors resigned :
Mr. Sevantilal Popatlal Shah - Independent Director
Mr. Sudhir K Vadehra - Independent Director
Mr. Ravi Gupta - Independent Director
In accordance with the provisions of the Act and the Articles of Association of theCompany Dr. Kailash Chand Gupta Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointment.
Further we confirm that the Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 as well as under Clause 49 of the ListingAgreement with the Stock Exchanges. The Company has devised a Policy for performanceevaluation of Independent Directors Board Committees and other individual Directorswhich include criteria for performance evaluation of the non-executive directors andexecutive directors.
On the basis of recommendations of the Policy for performance evaluation of IndependentDirectors Board Committees and other individual Directors an evaluation process wasfollowed by the Board for its own performance and that of its Committees and individualDirectors.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link:http://www.cebbco.com/docs/profile_for_investors.html.
M/s Deloitte Haskins & Sells LLP firms' registration number-117366W/W-100018)Chartered Accountants 32nd Floor Tower 3 India Bulls Finance Centre Senapati BapatMarg Elphinstone (west) Mumbai-400 013 Statutory Auditors of the Company would retire atthe conclusion of this Annual General Meeting and being eligible offer themselves forre-appointment. In accordance with applicable provisions of section 139 and otherapplicable provisions if any of the Companies Act 2013 ("Act") the Companies(Audit and Auditors) Rules 2014 and other applicable provisions if any Board recommendstheir re-appointment as Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of theCompany.
The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not require any further comments and explanations. Further theAuditors' Report does not contain any qualification reservation adverse remark ordisclaimer of opinion.
The Board has appointed M/s S.K. Gupta & Co. Company Secretaries to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed herewith marked as ANNEXURE II to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
Corporate Social Responsibility Committee
The CSR Committee comprises Mr. Anil Gopal Joshi (Chairman) Mr. Manchi Venkat Rajaraoand Mr. Prabhakar Ramchandra Dalal as other members.
The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman) and Mr. Anil GopalJoshi and Mr. Prabhakar Ramchandra Dalal as other members. All the recommendations made bythe Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics Officer and other Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Ethics Officer and otherForce or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistleblower policy may be accessed on the Company's website at the linkhttp://www.cebbco.com/docs/profile_for_investors.html.
Meeting of the Board
Ten meetings of the Board of Directors were held during the year. For further detailsplease refer Report on Corporate Governance of this Annual Report.
Particulars of Loans given Investments made guarantees given and securities provided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the audited financial statement.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Out Go in terms of section 134 (3)(m) of the act red with rule 8 of theCompanies (Accounts) Rules 2014 forming part of the Director report for the year endedMarch 31st 2015.
Conservation of Energy:
1. Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.
2. No specific investment has been made in reduction in energy consumption.
3. As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.
The Company does not fall under the list of industries which should furnish thisinformation in Form A annexed to the aforesaid Rules.
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company persistently endeavors for maintenance and improvement in qualityof its products.
Foreign Outgo & Earning
During the year under the review the Company had Foreign Exchange Earnings Nil andForeign Exchange Outgo of Rs 564.00/-Lacs.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as ANNEXURE III to thisReport.
There is no employee in the company whose particulars are required to be disclosedunder the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendmentthereto.
1) Public Deposit
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
2) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operation in future.
3) Material changes affecting the financial position of the Company which haveoccured between the end of the financial year of the Company to which the financialstatement relate and the date of this report - The Company has availed loan facilityfrom finance company to the extent of Rs 21 Crores and the same has interalia beingutilised for repayment of the loan outstanding to a Bank (After negotiating a discount ofRs 32 Lacs) for clearing of the statutory dues and for repayment of high cost loans.
4) Share Capital
During the year under review the Company issued 2000000 unlisted non-convertiblecumulative redeemable preference shares of the Company of the face value of Rs 100/- eachfor an aggregate value of Rs 20 Crore at par on a private placement basis jointly tothe promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. As of date Rs 45/- pershare is called up and paid up out of total face value of Rs 100/-. The company has notissued shares with differential voting rights nor granted stock options nor sweat equity.
Directors Responsibility Statement
Your Directors state that :
a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.;
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 2015 and of the profit orloss of the 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; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors take this opportunity to express their gratitude to the customersemployees bankers /financial institutions and vendors for their continued support andguidance.
| ||For on behalf of the Board |
| ||Commercial Engineers & Body Builders Co Ltd |
| ||Anil Joshi |
|Place: Mumbai ||Chairman |
|Date: 6th August 2015 ||DIN: 0019927 |