Your Directors have pleasure in presenting the Twenty Seventh Annual Report and AuditedAccounts for the year ended 31st March 2017.
|Particulars ||31.03.2017 ||31.03.2016 |
|Sales & Other Income Profit before Interest ||2579.36 ||3388.96 |
|Depreciation & Tax Less: ||209.56 ||297.26 |
|Interest ||79.81 ||104.63 |
|Depreciation ||101.32 ||102.02 |
|Income Tax ||5.40 ||17.27 |
|Wealth Tax |
Excess/short provision of
| || |
|taxes in earlier years || ||1.24 |
|Deferred Tax Liability ||13.24 || |
|Net Profit for the year Balance brought forward ||9.69 ||7210 |
|from last year Adjustment relating to ||332.76 ||260.66 |
|Fixed Assets ||- || |
|Balance carried forward ||342.45 ||332.76 |
In view of non-availability of sufficient profit your Directors express theirinability to recommend payment of dividend in respect of the year under review.
During the year under review your Company has achieved turnover of Rs.2560.34 Lacs incomparison to previous year Rs. 3401.34 Lacs which is a sharp decline of 24.73% and earneda Profit of Rs . 9.69 Lacs in comparison to Rs. 72.10 Lacs in the previous year which isagain a decrease of 86.56%.
The reason for that is continuing
global recession leading to downturn global trade.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 312017 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 judgements 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 ofthe Company for the year ended on that date;
c) the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand 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.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the Listing Agreement forms an integral partof this Report. The requisite certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.
The Shares of the Company are listed with and traded in dematerialized form on BombayStock Exchange Ltd. (BSE).
The Listing Fee has been paid to the Stock Exchange for the year 2017- 18. The ISIN No.of the company is INE741B01027
MANAGEMENT'S DISCUSSION AND
Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule-V of the Listing Regulation with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES
All contracts / arrangements /
transactions entered by the Company during the financial year with related parties werein the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure I inForm AOC-2 and the same forms part of this report.
The Policy on related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website at the link: http://www.glittek.com/pdf/policies/related-party-transaction-policy.pdf
Your Directors draw attention of the members to Note 31 to the financial statementwhich sets out related party disclosures.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structures processes standards code of conduct and behaviorstogether form the Risk Management System (RMS) that governs how the Company conducts thebusiness and manages associated risks.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Retirement by Rotation:
Shri Ashoke Agarwal is retiring by rotation and being eligible offer himself forre-appointment pursuant to Section 152(6) of the Companies Act 2013.
B) Appointment and Resignation
During the period under review there was no change in the Board.
C) Key Managerial Person (KMP):
Pursuant to provisions of section 203 of Companies Act 2013 and the Rules madethereunder. Accordingly Your Company is in compliance with the said requirement by havingthe following as the KMP:
|Names ||Designation |
|Shri Kamal Kumar Agarwal ||Managing Director |
|Shri Ashoke Agarwal ||Joint Managing Director |
|Shri Ashok Kumar Modi ||Chief Financial Officer |
|Smt. Lata Bagri ||Company Secretary |
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 Regulation 16(b) of the Listing Regulations of Listing Agreement with the StockExchanges.
Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:
The Nomination and Remuneration Committee had formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Part-D(A)(1) of Schedule II of SEBI (LODR) Regulations2015 of the Listing Agreement. The Committee reviewed the same.
Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he/ she meets with the criteria for 'Independent Director'as laid down in the Act and Regulation 25 of SEBI (LODR) Regulations 2015.
Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for Independent Directors'as outlined in Schedule IV to the Act.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria
or performance evaluation of the non-executive directors and executivedirectors.
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:
Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its own performance performance of the Directors as well asthe evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.
Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole. The Nomination and Remuneration Committee also reviewed the performance of theBoard its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
The details of programmers for familiarization 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: www.glittek.com/images/pdf/policies/familiarisation-Programme-for-Independent- Director.pdf
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the
workplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure. The Company has also constituted an InternalComplaints Committee known as the Prevention of Sexual Harassment (POSH) Committee toinquire into complaints of sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during the financialyear2016-17
The Company has adopted a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and ListingRegulations.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(iii) Remuneration to Directors Key
Managerial Personnel and Senior Management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals.
Details of the Remuneration Policy are given in Annexure-ll
AUDITORS AND AUDITORS' REPORT Statutory Auditors
In terms of the provisions of the Companies Act 2013 ('Act') statutory auditors needto be rotated on completion of two consecutive terms of five years each. For those of theCompanies that have firms audit their accounts for more than ten years as of April 12014 the act provided such companies a transition period of three years to comply withthe provisions of the Act. The Current statutory auditors M/s Rungta & Rungtacompleted two consecutive terms as of April 1 2014 and hence the Company availed thebenefit of transition period which came to an end on March 312017. Accordingly theCompany would need to appoint a new audit firm to audit its books of account for the yearending March 31 2018 and onwards.
The Management under the guidance of the Audit Committee initiated the process ofselection of auditors and had detailed interactions with certain eligible audit firms andassessed them against a defined eligibility criterion.
The Audit Committee has decided to appoint M/s. K K S & Co as the statutoryauditors of the Company fora period of one year commencing from the conclusion of ensuing27th Annual General Meeting scheduled to be held on 21st September 2017 to the conclusionof 28th Annual
General Meeting of the Company to be held in the year 2018.
The Board at its meeting held on May 30 2017 considered the recommendations/decision of the Audit Committee with respect to the appointment of M/s. K K S & Co asthe statutory auditors. Based on due consideration the Board recommends for your approvalthe appointment of K K S & Co as the statutory auditor of the Company.
M/s. Rungta & Rungta Chartered Accountants Statutory are the Auditors of theCompany and will hold office until the conclusion of the ensuing AGM. On your behalf andon our own behalf we place on record our sincere appreciation for the services rendered byM/s. Rungta &
Rungta during its long association with the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The Board had appointed M/s S.M. Gupta & Co. Practicing Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as Annexure-lll to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
The Audit Committee comprises three Directors two being independent namely ShriA.Venkatesh (Chairman) A.T.Gowda and Non-Executive Director Shri Bimal Kumar Agarwal asother members. All the recommendations made by the Audit Committee were accepted by theBoard.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the Auditcommittee. The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: <http://www.glittek.com/pdf/policies/whistle.pdf.
Meetings of the Board
Five meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance on page no. 46 of this Annual Report.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is annexed asAnnexure IV
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure V to thisReport.
Disclosures required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
i. Ratio of the remuneration of each director to the median remuneration of theemployees
of the Company for the financial year:
|Shri Kamal Kumar Agarwal ||Managing Director ||23.33:1 |
|Shri Ashoke Agarwal ||Joint Managing Director ||23.94:1 |
|Shri Bimal Kumar Agarwal ||Non-Executive Director ||Nil |
it. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Shri Kamal Kumar Agarwal Managing Director and Chief Executive Officer ||69.93% |
|Shri Ashoke Agarwal Joint Managing Director ||81.70% |
|Shri Ashok Kumar Modi Chief Financial Officer ||6.21% |
|Lata Bagri Company Secretary ||7.92% |
iii. The percentage increase in the median remuneration of employees in the FinancialYear is around 9.55%.
iv. The no. of permanent employees on the rolls of the Company are 74.
v Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average percentage increase made in the salaries of total employees other thanmanagerial personnel in the last financial year is 11.29% as against 61.69% increase inthe remuneration of managerial personnel (as defined in the Companies Act 2013)
vi. Affirmation that the remuneration is as perthe remuneration policy of the CompanyYes
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
4. Neither the Managing Director nor the Joint Managing Director of the Company receiveany remuneration or commission from any of its subsidiaries as the Company does not haveany Subsidiary.
5. Particulars of Loans Guarantees or Investments
6. Particulars of Employees and related disclosures as per section 197(12) and Rule5(2) and Rule 5(3).
7. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
By order of the Board
|Place: Hoskote || |
|Date: 30th May 2017 || |
| ||(Kamal Kumar Agarwal) |
| ||Managing Director |