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Deccan Bearings Ltd.

BSE: 505703 Sector: Engineering
NSE: N.A. ISIN Code: INE498D01012
BSE LIVE 09:40 | 23 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 17.90
PREVIOUS CLOSE 18.80
VOLUME 100
52-Week high 18.80
52-Week low 6.65
P/E
Mkt Cap.(Rs cr) 4
Buy Price 17.90
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.90
CLOSE 18.80
VOLUME 100
52-Week high 18.80
52-Week low 6.65
P/E
Mkt Cap.(Rs cr) 4
Buy Price 17.90
Buy Qty 400.00
Sell Price 0.00
Sell Qty 0.00

Deccan Bearings Ltd. (DECCANBEARINGS) - Director Report

Company director report

To

The Members

DECCAN BEARINGS LIMITED

Your Directors have pleasure in presenting their 31st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312016.

FINANCIAL RESULTS

Particulars March 31 2016 March 31 2015
Net Profit/ Net Loss Before Providing for Depreciation (155822) (514547)
Less: Depreciation 1234156 1513466
Profit after Providing for Depreciation (1389978) (2028013)
Add / (Less) Provision for:
A) Deferred Tax 333515 65742
B) Income Tax
Profit/(Loss) after Taxation (1056463) (1962271)
Add: Balance brought forward from previous year (5454290) (3492019)
Add: Excess Provision for Tax for Earlier NIL NIL
Balance Carried to Balance Sheet (6510753) (5454290)

OPERATIONAL REVIEW:

Gross revenues has decreased to Rs. 14327833 against Rs. 35283068 inthe previous year.

The Company has for the year ended 31st March 2016 made a net loss of Rs1056463 (Previous year Rs. 1962271) after providing for taxation.

DIVIDEND

With a view to strengthen the financial position of the Company your Directors did notrecommend any dividend for its equity shareholders.

FIXED DEPOSITS:

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.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has taken / given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION.

A. Conservation Of Energy: Not applicable

B. Research & Development (R & D):

1. Special areas in which R & D carried out by the company:

R & D activity covers application development of new sizes specifically developedfor customer requirements.

2. Benefits derived as a result of the above R & D:

Enlargement of product range and contribution to import substitution program ofcustomers.

3. Future plan of action:

To cover more users/industries under the fold of application developed program.

4. Expenses on R & D:

The expenses on development activity being a part of the overall operation are notseparately accounted for.

C. Technology absorption adaptation and innovation:

During the year on-going product up gradation in terms of quality and productivity wasmaintained using in-house technology. No imported technology was absorbed and theCompany's products continue to enjoy international acceptance.

EMPLOYEES RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

DIRECTORS:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand as per SEBI (Listing Obligation and disclosure requirements) Regulation 2015.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

B. Appointment:

During the year 2015-2016 Ms. Kavita Sandeep Pawar (DIN: 02717275) was appointed as anAdditional Director on the Board of the Company.

C. Cessation:

During the year 2015-2016 non of the directors Resigned.

D. Retirement by rotation:

In terms of the provisions of the Companies Act 2013 Mr. Kiran Vora(DIN: 00108607)retires by rotation at this Annual General Meeting and being eligible offer himself forre-appointment.

None of the Directors are disqualified from being appointed as specified in Section 164of the Companies Act 2013.

Brief details of Directors proposed to be appointed/re-appointed as required under SEBI(Listing Obligation and disclosure requirement) Regulation 2015 of the Listing Agreementare provided in the Notice of Annual General Meeting forming part of this Annual Report.

FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act the Board has carried out annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee (NRC) andStakeholders Relationship Committee (SRC).

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

1. Foreign Exchange Earnings : Nil (Nil)
[Export of Goods(F.O.B.)]
2. Foreign Exchange Outgo:
Traveling 53666 (Nil)
Professional Fees 88627 (119700)
Imports
Raw - Materials on C.I.F. Nil (Nil)
Trading Goods on C.I.F. Nil (7007637)

MEETINGS OF THE BOARD:

Seven Meetings of the Board of Directors of the Company were held during the yearfollowing.

Sr no. Date of Board meeting held.
1 30th April 2015
2 5th June 2015
3 31st July 2015
4 31st October 2015
5 4th February 2016
6 15th February 2016
7 23rd March 2016

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

In the preparation of the annual accounts the applicable accounting standards havebeen followed.

The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

The Directors have 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.

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

The Directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

None of the transactions with related parties falls under the scope of section 188(1)of the Companies Act 2013 Information on transactions with related parties pursuant tosection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in Annexure "C" in Form AOC-2 and the same forms part of this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

SHARE CAPITAL:

During the year 2015-2016 the Company has not made any issue of equity shares withdifferential voting Rights Sweat Equity Shares and Employee Stock Option.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. All Management Staff were given appropriate training in this regard.

AUDIT COMMITTEE

The Committee met 4 times during the year under review.

Composition and attendance during the financial year ended 31st March 2016is as under:

Name of Directors Designation Category No. of Meetings attended
Mr. Rajeev D. Shenvi Chairman Independent / Non-Executive 04
Mr. Abhay V. Kothari Member Non-Executive 04
Mr. Mahesh Parab Member Independent / Non-Executive 04

NOMINATION AND REMUNERATION COMMITTEE:

Composition of Nomination and Remuneration Committee is as under:

Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin Kothari Member Non Executive Director

The Nomination and Remuneration Committee met 3 times.

The Nomination and Remuneration Committee has formulated a policy relating to theappointment remuneration and removal of Executive Directors Key Managerial Personnel andOther Senior Management Personnel of the Company in accordance with the provisions ofSection 178 of the Act.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition of Stakeholders Relationship Committee is as under:

Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin Kothari Member Non Executive Director

Managerial Remuneration:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:

Name of the Director Amount of remuneration to Directors Percentage increase in the remuneration Ratio of remuneration of each Director/ to median remuneration of employees
Mr. Abhay Kothari 0 0.00 0
Mr. Rajeev Shenvi 0 0.00 0
Mr. Kiran N. Vora 1162616 0.00 131.70
Mr. Barukhbhai W. Christian 355168 0.00 40.23
Mrs. Kavita Pawar 0 0.00 0

1. The Independent Directors do not receive any remuneration except sitting fees.

2. There was no change in the remuneration of any other Key managerial Personnel orDirector.

3. The percentage decrease in the median remuneration of the employees in the financialYear was 14.71%

4. As on 31st March 2016 there were a total of 10 employees on the roll of the Company.

5. It is affirmed that the remuneration is as per the remuneration policy of thecompany.

A) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. In staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. The Company has a Whistle Blower Policy to deal with instancesof fraud and mismanagement if any. The Whistle Blower Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonis self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report. Certain observations made in the reportwith regard to non filing of some forms were mainly due to ambiguity and uncertainty ofthe applicability of the same for the relevant period. However the company would ensurein future that all the provisions are complied with the fullest extent.

AUDITORS:

At the Annual General Meeting the Member will be requested to ratify theRe-Appointment of M/s.

D.V.Vora & CO. (Firm Registration No.lll624W) Chartered Accountants Auditorsof the Company and authorize the Board of Directors to fix their Remuneration.

The Report of the statutory Auditors along with the notes to schedule is enclosed tothis report and does not contain any qualification reservation or adverse remark ordisclaimer.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed S.G. and Associates a firm of Company Secretaries in Practice(Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Auditreport is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".

BUSINESS RISK MANAGEMENT:

The company has framed a risk management policy and the same is available on thewebsite of the Company. The Company believes that risk should be managed and monitored ona continuous basis. As a result the Company has designed a dynamic risk managementframework to allow to manage risks effectively and efficiently enabling both short termand long term strategic and business objectives to be met.

COST AUDIT:

As per the Rules made by central government for the maintenance of cost record undersection 148 (1) of the Companies act 2013 does not apply in respect of company'sbusiness.

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 thereports 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 of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion Analysis Report forms an integral part of this Annual ReportACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

By Order of the Board of Directors
Sd/-
Kiran Vora
Place: Mumbai Managing Director
Date: 1st July 2016 DIN: 00108607