Your Directors have pleasure in presenting the Thirtieth Annual Report together withAudited Accounts of the Company for the year ended 31st March 2016.
|Financial: ||(In Lakhs) ||(In Lakhs) |
|Particulars ||2015-16 ||2014-15 |
|Profit before tax ||(18.05) ||(33.12) |
|Less: Provision for taxation ||(5.43) ||(11.88) |
|Profit After tax ||(12.62) ||(21.23) |
|Extraordinary income ||0.00 ||0.00 |
|Profit After Extraordinary income ||(12.62) ||(21.23) |
|Balance profit from last year ||(343.59) ||(224.71) |
|Balance profit carried to balance sheet ||(371.21) ||(343.59) |
|Earnings per share (face value Rs. 10/-) || || |
|- Basic and Diluted before extraordinary item (in Rs.) ||(0.26) ||(0.44) |
|- Basic and Diluted after extraordinary item (in Rs.) ||(0.26) ||(0.44) |
*Previous year figures have been regrouped / rearranged wherever considered necessary.
STATUS ON THE AFFAIR OF THE COMPANY
The Company expected to receive permission to exit from the 100% EOU Scheme for whichit had applied well over five years ago and in was forced to suspended production tillreceipt of the de-bonding permission from the Commerce Ministry (NSEZ). Keeping in viewcontinuing and exceptional delays in the de-bonding process the Companys plans torecommence business have been virtually stalled by inaction by Governmental authorities.The Company can only hope that it will be in a position to restart operations thisfinancial year with a changed politico-administrative environment which industry in Indiasees as a positive indicator with focus on implementation of stalled projects.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the company during the financial year.
In view of the foregoing the Directors do not recommend any dividend for the year.
CHANGE IN SHARE CAPITAL
There is no change in the Share Capital of the Company during the financial year.
It is proposed to re-appoint Mr. Rajeev Bali (holding DIN: 00772978) who is retiringby rotation on the Board of Directors. The appointment forms part of the business of theensuing Annual General Meeting of the Company.
MANAGEMENT DISSUCSSION AND ANALYSIS REPORT
Detail of Management Discussion & Analysis Repot is separately given in this AnnualReport which forms the part of this Annual Report.
DETAILS OF STOCK EXCHANGE
Detail regarding the exchange in which the shares of the Company is listed has beenprovided in the Corporate Governance Report which forms the part of this Annual Report
SUBSIDARIES & JOINT VENTURE
The Company does not have any Subsidiary Company or Joint venture.
RELATIONSHIP BETWEEN DIRECTORS
None of the Directors of the Company are related with each other in any manner.
DIRECTORS RESPONSIBILITY STATEMENT
The Company has taken the utmost care in Compliances pertaining to all statutoryrequirements and specifically financial disclosure and Financial Statements have beenmade to give a true and fair view of the state of affairs of the Company. As requiredunder Section 134 (5) and 134(3) (c). Based upon the detailed representation your Board ofDirectors confirm as under
(i) That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2016 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
(ii) That the Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year underreview;
(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors had prepared the accounts for the Financial Year ended 31stMarch 2016 on a going concern basis.
(v) Internal Financial controls have been laid down by the Company and suchfinancialcontrols were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 as per the requirement of Section 92(3)Section 134(3) (a) and Rule 11 of the Companies (Management and Administration) Rule 2014has been annexed with this Board of Directors Report as Annexure 1.
NUMBER OF BOARD MEETING
There were Seven meetings of the Board of Directors held during the Financial Year2015-16 Detail of each meeting of the Board of Directors have been provided underCorporate Governance Report which form a part of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTOR
Presently the company has 2 independent directors namely Mr. Devendra Manchanda and Mr.Virendra Kashyap who have given declaration that they meet the criteria of independence asprovided in sub- Section (7) of Section 149 of the Companies Act 2013.
DISCLOSURE IN RELATION TO VIGIL MECHANISM
The Board of Directors of the Company in their meeting held on 30.03.2015 adopted theVigil Mechanism policy in compliance of Companies Act 2013. The detail of the Policy hasbeen provided in the corporate governance report which forms part of this Annual Report.
DISCLOSURE RELATING TO RISK MANAGEMENT POLICY
The Board of Directors of the company in their meeting held on 30.03.2015 constituted aRisk Management Committee in terms of the circular no. CIR/CFD/POLICY CELL/7/2014 dated15th September 2014 and Companies Act 2013 and Rule Framed their under. The detail ofRisk Management Committee has been provided under Corporate Governance Report which formspart of this Annual Report.
DISCLOSURE ON NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3)(e) AND SECTION 178(3)
The Board of Directors in their meeting held on 30.03.2015 re-constituted thenomination and remuneration committee previously known as remuneration committee as perthe provisions of Companies Act 2013 and other applicable provisions thereof in place ofthe existing Remuneration committee. The said committee frames adopts and recommends thenomination remuneration & evaluation policies vide its committee meeting dated30.03.2015. The details of the Nomination Remuneration Committee & Policy have beenprovided in the Corporate Governance Report which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
As the Company does not meet the criteria specified in Section 135 (1) of the CompaniesAct 2013 therefore it does not require to adopt the CSR policy. However as and when theCompany in future does meet the criteria the said Committee shall be formed andappropriate Policy shall be adopted by the company as per the requirement of CompaniesAct 2013 and Rules & Regulation made there under.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORSWITH REFERENCE TO SECTION 134 (3) (P) OF COMPANIES ACT 2013 AND RULE 8(4) OF COMPANIES(ACCOUNTS) RULES 2014 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015
Pursuant to the above said provisions of the Companies Act 2013rules thereof and SEBI(listing obligations and disclosure requirements) regulations 2015 the Board has carriedout an evaluation of its own performance the Directors individually as well as itsCommittees as per the criteria laid down in the Nomination Remuneration and Evaluationpolicy. Furthermore the independent directors have also reviewed the performance of thenon - independent directors and the Board as a whole including reviewing the performanceof the Chairperson of the company taking into account the views of Executive Directors andNon-Executive Directors in their separate meeting.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any loans provided guarantees or made investments under thisprovision of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION 1 OF SECTION 188
The Company has not made any contracts or arrangement with the related parties as perthe provisions of Companies Act 2013 and Rules & Regulations made thereunder.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR
1. Mr. Gurvinder Singh Sandhu acting Chief Financial Officer of the Company hasresigned from the services of the Company w.e.f. July 31 2015.
2. Mr. Sanjeev Kumar Secretarial and Compliance Officer of the Company has resignedfrom the services of the Company w.e.f. August 31 2015.
SIGNIFiCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY BODIES / COURTS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an independent Internal Control System commensurate with the sizescale and complexity of its operations. The Audit Committee of the Company has beendelegated power to review the internal control systems and its adequacy. The AuditCommittee monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (listing obligations and disclosurerequirements) regulations 2015 although the provisions of Corporate Governance is notapplicable on the Company as per Regulation 15 of SEBI (listing obligations and disclosurerequirements) regulations 2015.
As required under section 177 of the Companies Act 2013 the Company has constituted anAudit Committee comprising of Mr. Devendra Manchanda Mr. Rajeev Bali and Mr. VirendraKashyap. Mr. Devendra Manchanda continues as the Chairman of the Committee. The primaryfunctions of the Committee comprises of reporting on accounting policies and proceduresperiodical review of financial results and pointing out major discrepancies if any inthe results examining the internal control systems and adequacy thereof.
AUDITORS & THEIR REPORT
Pursuant to the provisions of 139 142 of Companies Act 2013 ("Act") andrules framed there under as amended from time to time pursuant to the recommendations ofthe Audit Committee of the Board of Directors and subject to the approval of the members /shareholders the ratification of M/s S.K. Mittal & Co. Chartered Accountants (FirmRegistration No. 001135N) for the financial Year 2016-17 your Company seeks ratificationof the appointment of Statutory Auditors at the ensuing Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment & Remuneration of Managerial personnel) Rules 2014 the Company hasappointed JR & Co. Company Secretaries in practice to undertake the SecretarialAudit of the Company for the Financial Year 2015-16. The Report of the Secretarial Auditoris annexed herewith. The Report of the Secretarial Auditor is self explanatory.
The Company has appointed M/s. Khanna Puri Wadhawan & Co. Chartered Accountants(Firm Reg. No. 010530N) as the Internal Auditor of the Company for the Financial Year2015-16.
DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
|Sr. No. ||Name ||Designation ||Remuneration (Yearly) |
|1 ||- ||- ||- |
DISCLOSURE ON NUMBER OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVEDIRECTORS
NonExecutive Directors of the Company do not hold any equity share convertibledebentures or any other securities.
DETAI LS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1)
No material changes or commitments which can affect the financial position of theCompany have taken place during the year under review and till the date of this Report.
NOTES TO THE ACCOUNTS ANNEXED TO THE AUDITORS REPORT ARE SELF-EXPLANATORY ANDNEED NO EXPLANATION AS THERE IS NO QUALIFYING REMARK BY THE AUDITORS. INSIDER TRADING
In compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992 asamended your Company has instituted a comprehensive Code which lays down guidelines andadvises the Directors and Employees of the Company on procedures to be followed anddisclosures to be made while dealing in securities of the Company.
The Company did not invite / accept any deposits during the year under review.
11 19928 Shares of the Companys paid up Equity capital has been dematerializedand the Balance of 3661582 are in physical form as on 31st March 2016. TheCompanys Registrar is M/s. Skyline Financial Services Pvt. Ltd. And their address isdetailed in the compliance report on the Corporate Governance forming part of this report.The Listing fee has been paid to Bombay Stock exchange for the Financial Year 2016-17.
The PCB industry may have seen positive growth in 2014 at $ 60.2 Billion with a 3.7 %increase over 2013 production of rigid PCB production alone (IPC USA Data). There havebeen dramatic changes in technology for the electronics industries and therefore the PCBindustry necessitating a proliferation of materials to cater to diverse high end uses andproduct profiles especially the use of high performance laminates. BPA TechnologyConsulting projects growth at 4% CAGR upto 2020 with China accounting for over 45% of theworlds total production. However high technology applications such as defenceaerospace proprietary technologies and designs etc. are increasingly getting localizedwith this trend beginning to gather momentum in the past few years. Also gaining ground isthe concept now being dubbed as "re-shoring" with companies increasingly movingproduction back to their home countries as well.
In line with the general trend of manufacturing industries in India since the last fewyears the Indian PCB industry too has virtually stagnated. further exacerbated by nonew large ticket investments in the electronics industry__ Growth prospects too seem tohave stagnated at as projected earlier with a total market demand of approx. US$ 600Million Domestic production too has settled at approx. US$ 165 Million with the restbeing imported especially specialty PCBs or Multi-layer PCBs in the higher technologyspace. However with very little or no substantial investments forthcoming this trend ofimport of PCBs of all types and materials will continue.
At this point it is difficult to estimate trends for the next few years due mainly topolicy paralysis in key governmental ministries and bodies. This has been exacerbated byinstability on the policy and administrative front forcing MNCs to close operations orexit from India altogether. The new governments programmes and policy initiativestoo havent taken off as expected pushing a freeze on investments by corporate. Nonew PCB manufacturing plants have been set up recently in the country. Some companies havemoved from bulk manufacturing to prototype development only. The only gains appear to bein PCB design.
The Company expected to receive permission to exit from the 100% EOU Scheme for whichit had applied well over five years now and in was forced to suspended production tillreceipt of the de-bonding permission from the Commerce Ministry (NSEZ). Keeping in viewcontinuing and exceptional delays in the de-bonding process the Companys plans torestart the business have been virtually stalled by inaction by Governmental authorities.The Company can only hope that it will be in a position to restart operations the nearfuture with a changed politico-administrative environment which industry in India seesas a positive indicator with the "MAKE IN INDIA" philosophy hopefully providingimpetus for domestic manufacture which had otherwise been increasingly shifting overseas.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under this head is as follows:
| ||(Rs. In Lacs) |
|Foreign Currency Earnings ||Nil |
|Foreign Currency Outgo ||Nil |
|(1) Travelling (foreign) ||Nil |
|(2) Import of Machinery and Spares Parts ||Nil |
|(3) Import of raw materials ||Nil |
|(4) Consumption of raw materials ||Nil |
|(5) Fees and subscription ||Nil |
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rule 2014 The Company has been pursuing an activepolicy of identifying and using eco-friendly materials and processes in its productionprocesses as also in every other sphere of activity. The Company estimated 28% savings inits power/energy consumption due to this policy emphasis in its operations while inproduction. The Company shall continue in its endeavors to identify new means of for suchenergy conservation and savings on an ongoing basis as a matter of policy.
The Information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employeesof the Company. None of the employees of the company are in receipt of remuneration inexcess of the prescribed limit.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from our valued shareholders during the year under review. YourDirectors wish to place on record their deep sense of appreciation for the devotedservices of Executives Staff and Workers of the Company towards the growth anddevelopment of the Company.
| || ||For and on behalf of the Board of Directors |
| ||Sd/ ||Sd/ |
|Place: New Delhi ||Rajwant Kaur ||Rajeev Bali |
|Dated: 02.09.2016 ||Director ||Managing Director & CFO |
| ||DIN: 07141092 ||DIN: 00772978 |