GTV Engineering Ltd.
|BSE: 539479||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE910R01016|
|BSE LIVE 15:14 | 22 Sep||35.00||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
GTV Engineering Ltd. (GTVENGINEERING) - Director Report
Company director report
GTV Engineering Limited
Your Directors take pleasure in presenting their 25th Annual Report togetherwith the Audited Financial Statements for the year ended March 31st 2016.
1. Financial Performance of the Company:
The Boards Report shall be prepared based on the stand alone financial statementof the company.
2. Brief description of the Companys working during the year:
The Directors feel great pleasure in reporting that your company has been made overallgood performance during the year. The turnover of the company during the year was Rs.2780.47 lacs and Net profit after tax during the year is Rs. 32.16 lacs.
Companys Unit-I at Malanpur Unit-II at Mandideep Power Mech Industries (UnderProprietorship of the company) are working well.
GTV Engineering Ltd is a Hi-Tech Heavy Steel Fabrication & Machining Companyworking as sub-contractors for various Giant Engineering companies like BHEL / SIEMENS /ABB /METSO / ALSTOM / THERMAX / FLSmidth / GEBR. PFEIFFER / L&T-MHPS /HOWDEN etc. andis engaged in the execution of several Infrastructural Projects (Power /Mineral / Cement /Railways & Metros projects).
3. Change in the nature of the business if any:
The Company doesnt changes the nature of business during the financial year2015-2016.
The Company has not declared any dividend during the Financial Year 2015-2016 for thefurther expansion plan.
5. Transfer to Reserve:
The Board has recommended that the Current year profit that is Rs. 3216931 istransferred to profit and loss account.
6. Share Capital:
The paid up Equity Share Capital as on 31st March 2016 was 312.38 Lakhsdivided into 31.23 Lakhs Equity Shares of Rs. 10/- each.
Issue of Shares with Differential Rights
The Company under the provision of section 43 read with rule 4(4) of the Companies(Share Capital and Debentures) Rules 2014 (Chapter IV) has not issued any shares withdifferential rights during the financial year 2015-2016.
Issue of Sweat Equity Shares
The Company under the provision of Section 54 read with rule 8(13) of the Companies(Share Capital and Debentures) Rules 2014 has not issued any sweat equity shares duringthe financial year 2015-2016.
7. Board of Directors and Key managerial Personnel:
The Company has 6 (Six) Director comprising of three Executive Directors and remainingthree as Independent Director on the Board.
Mrs. Darshana Agrawal Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer herself for re-appointment.
At the previous Annual General Meeting (AGM) of the company held on 24thSept 2015 the Members had appointed the independent directors namely; Mr. Shyam SarupKohli (DIN: 07190012) Mr. Shiv Shankara Pillai (DIN: 07261991) under the Companies Act2013 for a period of 5 years with effect from 14th August 2015.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulations16 of SEBI (LODR) Regulations 2015. Your directors satisfy about their independency.
The Company is having Mrs. Veena Agrawal (DIN: 00013166) as Director w.e.f. 04hApril 1994 but due to her Sad Demise Mrs. Darshna Agrawal has been appointed as aDirector w.e.f 11th February 2016 and has been categorized as women Directorand is complied with the provision of appointment of women director in the company.
Key Managerial Personnel
The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief FinancialOfficer w.e.f. 10th January 2015 and also Mrs. Richa Sogani was appointed as aCompany Secretary w.e.f. 01th January 2016 and she had resigned w.e.f.02.04.2016 due to her personal reasons. Now the Company has appointed Mr. Ankit Rohit asa Company secretary and KMP w.e.f. 10th May 2016.
8. Particulars of the employee:
No Employee of the company has received remuneration as per sub rule (2) of Rule 5 ofCompanies (Appointment and Remuneration of Managerial person) Rules 2014.
During the year Nine (09) Board Meeting and Four (4) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervention gap between the meetings was within the period prescribed under the CompaniesAct.
10. Board Evaluation:
Pursuant to the provision of the companies Act 2013 and Regulation 17 of the SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation of itsown performance the Director individually and as well as the evaluation of the working ofits Audit Nomination & Remuneration and Compliance Committees. The manner in whichthe evaluation has been carried has explained out in the corporate Governance Report.
11. Declaration by an Independent Director(s) and re- appointment if any:
A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 hasbeen received by the Company at the meeting in which they are appointed. An independentdirector shall hold office for a term up to five consecutive years on the Board of aCompany but shall be eligible for reappointment for next five years on passing of aspecial resolution by the Company and disclosure of such appointment in the Boardsreport.
12. Remuneration Policy:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is forming part of this report asAnnexure-I.
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
A). Ratio of the Remuneration of each Executive Director to the median employeesDirector to the median employees.
Note: The non-executive Directors of the Company are entitled for sitting fee andcommission as per statutory provisions and are paid within limits approved byshareholders. The details of remuneration paid to non-executive directors during the yearunder review is provided in Corporate Governance Report. Therefore the ratio ofremuneration and percentage increase for non-executive directors remuneration is notconsidered for the aforesaid purpose.
B) . The Company has 14 permanent employees on the rolls of the company as on 31stMarch 2016.
C) . The Managing Director and Executive Directors are not paid any variable componentof remuneration. The fixed remuneration of Rs. 33.6 lacs per annum is paid to theDirectors.
In case of Independent Directors they are paid sitting fees of Rs. 10000 to eachDirector during the financial year and commission as approved by Nomination andRemuneration for each financial year.
D) . Ratio of the Remuneration paid of the highest paid Director to that of theEmployees who are not
Directors but receive remuneration in excess of the highest paid director during theyear: The Managing Director is the highest paid director. No employee has receivedremuneration higher than the Managing Directors.
13. Details of Subsidiarv/Joint Ventures/Associate Companies:
The Company does not have any Subsidiary/Joint venture/Associate Companies.
The Auditors M/s Rath Dinesh & Associates Chartered Accountants being ratifiedby the members at the ensuring Annual General Meeting and being appointed for a period ofone year from the conclusion of this Annual General Meeting [AGM] till the conclusion of26th AGM.
15. Auditors Report:
The Auditors Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
16. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under M/s. Rajat GuptaPracticing Company Secretaries have been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure II to this report. Thereport is self-explanatory and do not call for any further comments.
17. Internal Audit & Controls:
The Company continues to engage its Internal Auditor. During the year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.
18. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been already uploaded on the website of theCompany at www.gtv.co.in under investors/policydocuments/Vigil Mechanism Policy link.
19. Risk management policy:
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
20. Policy for Preservation of Documents:
The Board of Directors of the Company has formulated a policy in accordance with theRegulation 9 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) for preservation ofDocuments /Records maintained by the Company either in Physical Mode or Electronic Mode.The Preservation of Documents Policy has been already uploaded on the website of theCompany at www.gtv.co.in under investors/Code ofConduct & Policies/Policy for preservation of documents link
21. Policy of Determination of Materiality:
The Board of Directors of the Company has formulated a policy in accordance with theRegulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 for determination of materiality fordisclosure of events or information to Stock Exchanges based on the criteria specified inthe said Regulation. The Policy for Determination of materiality has been already uploadedon the website of the Company at www.gtv.co.in underinvestors/Code of Conduct & Policies/Policy for Determination of Policy link.
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE III.
23. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:
No Material changes occurred subsequent to the close of the financial year of theCompany relating to settlement of tax liabilities operation of patent rights anddepression in market value of investments institution of cases by or against the companysale or purchase of capital assets or destruction of any assets during the financial year.
24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future: N.A
No Deposit was accepted remain unpaid or unclaimed and no default was made inrepayment of deposit during the year 2015-2016.
26. Particulars of loans guarantees or investments under section 186 of Companies Act2013:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The detail of the investments made by company isgiven in the notes to the financial statements.
27. Particulars of contracts or arrangements with related parties:
The Company has not engaged in any contract or arrangements with related parties duringthe financial year.
28. Corporate Governance Certificate:
The Compliance certificate from M/s Rath Dinesh & Associates CharteredAccountants regarding compliance of conditions of corporate governance as stipulated inSEBI (LODR) Regulations 2015 is annexed with the report.
29. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy:
Your Company continues to give priority for conservation of energy on an ongoing basiskeeping in view a nation concern for energy conservation.
Energy conservation measures taken: Capacitor banks have been installed inseries with MPMKVVCL Bhopal power connection to bring the energy power factor to berequired standard valves to reduce the power losses.
Total energy consumption and consumption per unit of production:
(b) . Technology absorption
Research & Development: Internal efforts for the improvement of weld quality &productivity. Expenditure on R & D: No separate expenditure.
Technology absorption adaptation and information Technology Imported: N.A FuturePlans: N.A
(c) . Foreign exchange earnings and outgo
During the year no foreign exchange was used and earned by the company.
30. Human Resources:
Your company treats its "human resources" as one of its most importantassets.
Your company continuously invests in attraction retention and development of talent onan ongoing basis.
A number of programs that provide focused people attention are currently underway. Yourcompany trust is on the promotion of talent internally through job rotation and jobenlargement.
31. Directors Responsibility Statement:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:
(a) . in the preparation of annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departure.
(b) . the directors had 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 at the end of the financial year and atthe profit and loss of the company for that period.
(c) . the director had taken proper and sufficient care for the maintenance of adequateaccounting records in according of the provision of the act for safeguarding the assets ofthe company and for preventing and deduction of fraud and other irregularities.
(d) . the director had prepared the annual accounts on a going concern basis; and
(e) . the director had laid down internal financial control to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) . the director had devised proper system to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.
32. Transfer of Amount to an Investor Education Protection Fund:
Your Company did not have any fund lying unpaid and unclaimed for a period of sevenyear. Therefore there were no funds which are required to be transferred to InvestorEducation and Protection Fund (IEPF).
33. Listing with Stock Exchange:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toCalcutta Stock Exchange and Bombay Stock Exchange.
An acknolowedgement to all with whose help cooperation and hard work the Company isable to achive the results.
NOMINATION AND REMUNERATION POLICY
(Pursuant to Section 178(3) of Companies Act 2013 and Clause 49 of Listing Agreement)
Pursuant to Section 178 of the Companies Act 2013 and Regulation 19 of the LODRRegulations 2015 the Board of Directors of every listed Company shall constitute theNomination and Remuneration Committee. The Company already constituted RemunerationCommittee comprising of three non-executive Independent Directors as required underListing Agreement. In order to align with the provisions of the Companies Act 2013 andthe amended Listing Agreement from time to time the Board on 4 th March 2015 changed thenomenclature of the "Remuneration Committee" as "Nomination andRemuneration Committee" and reconstituted the Committee with three nonexecutiveIndependent Directors as Members of the Committee. This Committee and the Policy isformulated in compliance with Section 178 of the Companies Act 2013 read along with theapplicable rules thereto and Regulation 19 of the LODR Regulations 2015.
The objective of this policy is to lay down a framework in relation to remuneration ofdirectors KMP senior management personnel and other employees.
The Key Objectives of the Committee would be:
1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
1.2. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.
1.3. Formulation of criteria for evaluation of Independent Director and the Board.
1.4. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.
1.5. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
1.6. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompanys operations.
1.7. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
1.8. To develop a succession plan for the Board and to regularly review the plan.
1.9. To assist the Board in fulfilling responsibilities.
1.10 To Implement and monitor policies and processes regarding principles of corporategovernance.
"Act" means the Companies Act 2013 and Rules framed there under asamended from time to time.
"Board" means Board of Directors of the Company.
"Directors" mean Directors of the Company.
"Key Managerial Personnel" means i. Managing Director or Chief ExecutiveOfficer or Manager and in their absence a Whole-time Director;
ii. Chief Financial Officer;
iii. Company Secretary; and
iv. such other officer as may be prescribed.
"Nomination and Remuneration Committee" shall mean a Committee of Boardof Directors of the Company constituted in accordance with the provisions of Section 178of the Companies Act 2013 and the Listing Agreement.
"Policy or This Policy" means "Nomination and RemunerationPolicy."
"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961
"Senior Management" means Senior Management means the personnel of thecompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads.
Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.
IV. APPOINTMENT AND REMOVAL OF KEY MANAGERIAL PERSON DIRECTOR AND SENIOR MANAGEMENT
Appointment Criteria and Qualifications
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
2. Term / Tenure
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
V. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIOR MANAGEMENT
1. The remuneration / compensation / commission etc. to Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act 2013 and the rules made there under for thetime being in force.
3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person. Increments will be effective from the dateof reappointment in respect of GTV Engineering Limited
4. Where any insurance is taken by the Company on behalf of its Managerial Person KMPand any other employees for indemnifying them against any liability the premium paid onsuch insurance shall not be treated as part of the remuneration payable to any suchpersonnel. Provided that if such person is proved to be guilty the premium paid on suchinsurance shall be treated as part of the remuneration.
Remuneration to Managerial Person KMP and Senior Management:
1. Fixed pay:
Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethere under for the time being in force. The break-up of the pay scale and quantum ofperquisites including employers contribution to P.F pension scheme medicalexpenses club fees etc. shall be decided and approved by the Board on the recommendationof the Committee and approved by the shareholders and Central Government whereverrequired.
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the prior approval of the Central Government.
3. Provisions for excess remuneration:
If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non-Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made there under for the time being in force.
2. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.
VI. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minuted and signed by the Chairman of the saidMeeting or the Chairman of the next succeeding meeting. Minutes of the Committee Meetingwill be tabled at the subsequent Board and Committee meeting.
VII. DEVIATIONS FROM THIS POLICY
Deviations on elements of this policy in extraordinary circumstances when deemedNecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.