To The Members
Your Directors take pleasure in presenting the 23rd Annual Report of your Companytogether with the Audited Accounts for the year ended 31st March 2017.
| ||2016-17 ||2015-16 |
|Particulars || || |
|INCOME: || || |
|Sales ||605.29 ||724.41 |
|Other Income ||19.17 ||17.56 |
|Total (A) ||624.46 ||741.97 |
|EXPENSES: || || |
|Cost of Material Consumed ||239.18 ||251.81 |
|Purchase of Stock-in-trade ||- ||- |
|Changes in inventories of finished goods work in progress and stock-in-trade ||21.72 ||44.24 |
| || || |
|Employee benefit expenses ||141.16 ||209.85 |
|Other expenses ||142.11 ||185.01 |
|Interest and Financial Charges ||31.14 ||32.60 |
|Exceptional items ||- ||- |
|Total (B) ||575.31 ||723.51 |
|Profit before Depreciation and Tax (C) = (A) - (B) ||49.15 ||18.46 |
|Depreciation and amortization expenses ||104.00 ||140.51 |
|Tax ||(12.45) ||(9.52) |
|Profit / (Loss) after Depreciation and Tax ||(42.40) ||(112.53) |
|Earnings Per Share(Basic) ||(0.70) ||(1.78) |
|Earnings Per Share(Diluted) ||(0.70) ||(1.78) |
| || || |
OPERATIONS AND BUSINESS PERFORMANCE:
The Company turnover reduced to Rs.605.29 lakhs during the year 2016-17 as againstRs.724.41 lakhs during the previous year 2015-16. The Export Sales for the year 2016-17was Rs. 9.24 lakhs compared to Rs. 10.28 lakhs. The Company's net loss after tax for theyear 2016-17 is reduced to Rs.42.40 lakhs as against loss of Rs. 112.53 lakhs in theprevious year which is due to provision for Depreciation Deferred Tax Provision forGratuity and lesser turnover. The company is competent of achieving profitability.
The Board is unable to recommend any Dividend for the year under review due to loss ofthe company.
TRANSFER TO RESERVES
Your company has not made any transfer to reserve during the financial year 2016-2017.
Mr. Joseph Kavalam Mathai resigned on 12th August 2016 due to personal reasons.
Mr. Biligere Shekar Prakash (DIN: 07507383) was appointed as an Additional Director onMarch 4th 2017. Your Directors recommend his appointment as a Director.
At the ensuing Annual General Meeting Mr. Satish Ramarao Shimoga and Mr. Rajeev GHassanand Directors will retire by rotation and being eligible offer themselves forreappointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors state that: a) In the preparation of the annual account for the yearended March 312017 the applicable accounting standard read with the requirements set outunder schedule III to the Act have been followed and there are no material departuresfrom the same. b) The Directors have selected such accounting policies and applied thenconsistently and made judgments and estimate that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company as at March 312017 and theprofit of the company for the year ended on that date. c) The Directors has taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provision of the Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) The Directors have prepared the annualaccount on a going concern basis. e) The Directors have laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and are operating effectively; and f) The Director have devised proper system toensure compliance with the provision of all applicable laws and that such system isadequate and operating effectively.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the company during the year. There wasno significant and material order passed by regulator or court or tribunal impacting thegoing concern status and company operation in future. There was no material change andcommitment affecting the financial position of the company occurring between 31 March2017 and the date of the report.
The Company has not accepted/renewed any deposit from the public during the year underreview.
Your company is expected to maintain a reasonable rate of growth and your directorpositively view the prospectus for the current year with confidence.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE REPORT
During the year under review no company have become or ceased to be company'ssubsidiaries joint ventures or associate companies. A report on the performance andfinancial position of each of the subsidiary associated and joint venture companies asper the companies Act 2013 is not applicable.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE
No employee of the Company had drawn salary in excess of the limits specified underSection 197(12) of the Companies Act 2013 and the rule 5 of the company (Appointment andRemuneration of managerial personnel) rules 2014 and read with the Companies (Particularsof Employees) Rules 1975.
AUDITORS AND AUDITORS REPORT:
At the Annual General Meeting held on 30th September 2015 M/s Mishra & Co.Chartered Accountants were appointed as Statutory Auditor of the Company to hold officefor the terms of 5 years subject to ratification by the members in Annual General Meeting.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof the auditor shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s Mishra & Co. Chartered Accountants as statutoryauditors of the Company is placed for ratification by the shareholders. In this regardthe Company has received a certificate from the auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.
The note on accounts referred to in the auditor's report are self-explanatory and thereare adverse remarks or qualification in the report.
Director View on Auditor Adverse remark:
The company has maintained proper book of account including stock register inventorysame has been provide to statutory auditor during the audit. Hence the view of auditqualification is unnecessary.
M/s Swamy & Associates Company Secretaries have been appointed as SecretarialAuditors of the Company for the year 2016-17. The Secretarial Audit report for thefinancial year ended March 31 2017 is annexed to this report. The Secretarial Auditreport does not contain any qualification reservation or adverse remark.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
All related party transaction that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with the Promoter DirectorKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the company at large. All related party transaction is placed beforethe audit committee and give in the notes annexed to and forming part of this financialstatement.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is not cover under section 135 of the companies Act 2013. So the companyhas not required constituting a committee and the contribution in the corporate socialresponsibility.
OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSED) ACT 2013
The sexual harassment of women at workplace (prevention prohibition and redressed) act2013 is not applicable on the company
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO: Theparticular relating to conservation of energy technology absorption foreign exchangeearnings and outgo as required to be disclose under the act are provide in Annexure-(A).
MANAGEMENT DISCUSSION & ANALISYS REPORT:
Management Discussion & Analysis Report for the year under review as stipulatedunder SEBI (LORD) Regulation 2015 with the stock exchange in India is presented in aseparate section forming part of the Annual Report.
The company is committed to maintain the highest standard of corporate governance andadhere to the corporate governance requirement set out SEBI. The report on corporateGovernance as stipulated under SEBI (LORD) Regulation 2015 form part of the Annualreport. The requisites certificate from the auditor of the company confirming thecompliance with the condition of corporate governance as stipulated under the aforesaidSEBI (LORD) Regulation 2015 is attached to this report.
During the year your director have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the board in (a) Overseeing and approvingthe company enterprise wide risk management framework; and (b) Overseeing that all therisk that the organization faces such as strategic financial credit market liquiditysecurity property property legal regulatory reputation and other risk have beenidentified and assessed and there is adequate risk management infrastructure in placecapable of addressing those risks. A group Risk Management Policy was reviewed andapproved by the committee.
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 weaknesses in the design or operation were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of the act and the article of association of thecompany Mr. Satish Ramarao Shimoga and Mr. Rajeev G Hassanand Director of the companyretire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves for re-appointment.
During the year Mr. Manjeet Kumar (Company Secretary) has given his resignation andMr. Krishna Jayakumar was appointed as the new Company Secretary.
The following policies of the company are attached herewith marked as Annexure (C).
a) Policy for selection of the Director and determining Directors Independence: and b)Remuneration Policy for Directors Key managerial person and other employees.
INDEPENDENT DIRECTORS DECLARATION
The company has received declaration from the entire independent director of thecompany confirming that they meet the criteria of the independence as prescribed bothunder the Act and SEBI (LORD) Regulations 2015 with the stock exchanges.
MEETING OF THE BOARD
Seven meeting of the board of directors were held during the year. For further detailsplease refer on corporate governance of the annual report.
Pursuant to the provision of the companies Act 2013 and clause of the listingagreement the board is carried out an annual performance Evaluation of its performancethe director individually as well as the evaluation of its Audit Nomination andRemuneration and Other committee. The manner in which the evaluation has been carried outhas been explained in the corporate governance report. The independent directors areregularly updated on the industry and market trends plants and process and operationperformance of the company through presentations in this regard and periodic plant visit.They are also periodically kept aware of the latest development in the corporategovernance their duties as a director and relevant laws.
VIGIL MECHANISM POLICY
The company has a vigil mechanism policy to deal with the instance of fraud andmismanagement if any. The detail of the vigil mechanism policy is explained in thecorporate governance report.
PARTICULAR OF LOAN GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Detail of loans Guarantee and investment covered under section 186 of the companiesAct 2013 are given in the notes to the financial statements.
The Company's shares are listed in the Stock Exchanges of Mumbai. The addresses of thesaid Stock Exchanges are stated elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN:
Extract of Annual return of the company is annexed herewith as Annexure (E) to thisreport.
Your Directors place on record their gratitude to the Governments FinancialInstitutions and Banks for the assistance co-operation and encouragement received duringthe year. For the continuing support of Investors Dealers Business Associates andEmployees at all levels. Your Directors wish to place on record their sincere appreciationfor their unstinting efforts in ensuring excellent performance.
Your Directors also wish to express their appreciation of dedicated efforts in pursuitsof excellence put in by the employees at all levels.
For and on behalf of the Board of Directors
CHAIRMAN CUM MANAGING DIRECTOR
Date: 1st September 2017
Annexure - A
ANNEXURE TO THE DIRECTORS REPORT
Particular of Energy Consumption Technology absorption and Foreign Exchange Earningsand outgo required under the companies (Accounts) Rules 2014.
A. The detail of conservation of energy technology absorption foreign earning andoutgo are as follows: a) Energy conservation measures taken: - i. Optimum usage of allelectrical appliances. ii. Controlling the maximum demand of electricity to reduce theelectricity bill and usage of natural light. iii. Idle running of Machines avoided. iv.Running induction furnace on Sunday to reduce maximum demand and consumption of diesel. v.Create awareness of the importance of energy conservation and practice among all. vi.Proposed use of solar energy wherever possible.
b) Impact on cost of production of goods: -
The above-mentioned measures have resulted in reduced consumption of electrical energyat various load centers and helped curtailing.
B. Technology Absorption i. The efforts made towards technology absorption: -
Technical guest lecturers in various subjects and speculations and skill buildingexercise. In depth IPR analysis and review. Theoretical simulation. ii. The benefitderived like product improvement cost reduction product development or importsubstitution:
New model machine with innovative feature improvement in performance of machines andenhancement of the knowledge base. iii. Details of the imported Technology: -
During the last three-year company is not purchased any imported machine.
C. Foreign Exchange Earnings and Outgoing
The Export Sales during the year has contributed 2 % of the total Sales.
| ||2016-17 ||2015-16 |
|Total Foreign Exchange Used (Rs.): ||1306153 ||2161488 |
|Earned (Rs.): ||924175 ||1028740 |
| || || |
For and on behalf of the Board of Directors
|SURENDRA BHANDARI ||SIDHARTH BHANDARI |
|CHAIRMAN AND MANAGING DIRECTOR ||DIRECTOR |
|Place: Bangalore || |
|Date: 1st September 2017 || |