The Directors present their 47th Annual Report on the business and operations of theCompany and the financial accounts for the year ended on 31st March 2017.
(Rs. In lakhs)
|Particulars ||For the year ended on 31/03/2017 ||For the previous year ended on 31/03/2016 |
|Gross Profit (before interest depreciation & taxation) ||708.56 ||438.29 |
|Less: Interest ||42.55 ||18.06 |
|Depreciation ||216.97 ||69.35 |
|Profit before tax ||449.04 ||350.88 |
|Tax expense/Deferred Tax ||(37.09) ||23.48 |
|Profit / Loss after Tax ||486.13 ||327.40 |
|Add: Balance brought from previous year ||(3688.95) ||(4016.35) |
|Profit / (Loss) available for appropriations ||(3202.82) ||(3688.95) |
|APPROPRIATIONS / TRANSFERS || || |
|Profit/(loss) carried to Balance Sheet ||(3202.82) ||(3688.95) |
Your Directors do not recommend any dividend on equity shares in view of the workingcapital requirement and brought forward loss of earlier years incurred by the Company.
REFERENCE TO BIFR
The Company has been registered under Section 15 of the Sick Industrial Companies(Special Provisions) Act 1985 (SICA) with Board for Industrial & FinancialReconstructions (BIFR) and registered as case No. 14/2008 on 10.03.2008 as the entire networth of the Company has been eroded. The said Act was repealed with effect from 01stDecember 2016 and the Company has the option to apply to National Company Law Tribunal(NCLT) within 180 days from repeal of SICA. The Board of Directors of the Company at theirmeeting held on 30th May 2017 resolved not to apply to NCLT.
OPERATION AND FUTURE OUTLOOK
During the year under review the turnover has increased to Rs. 4399.19 lakhs againstRs. 2861.55 lakhs in the previous year registering increase of 57.73% in revenue. The netprofit during the year rose to Rs. 486.13 lakhs against Rs. 327.41 earned during theprevious year registering 49.39%. Accordingly diluted Earning Per Share stood at Rs. 14.77against Rs. 9.95 in the previous year. The Company could able to achieve higher turnoveron account of improved working capital. The Company has taken various steps to boostbetter working results and operating profit which will result in the coming years.
Mr. M. M. Gadgil the Chairman was expired on 14th February 2017. The Board place onrecord the valuable guidance and contribution made Mr. Gadgil during his directorship withthe Company.
Dr. Akbar Virani and Mr. K.Srinivasa Varadhan the Directors of the Company shallretire by rotation at the forthcoming Annual General Meeting. Dr. Akbar Virani offerhimself for re-appointment and Mr. K. Srinivasa Varadhan does not offer forre-appointment.
Mr. Suresh John has appointed as Independent Directors on 31st August 2017 and he holdoffice upto the date of the Annual General Meeting. The resolution seeking re-appointmentand appointment of new Directors are placed for approval of members at the Annual GeneralMeeting. Further Mr. Suresh John has appointed as Chairman of the Board of Directors andChairman of Audit Committee with effect from 31st August 2017.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013.
Total exports during the year on FOB basis was Rs. Nil against Rs. 21.71 lakhs in theprevious year.
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
There were no material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report likesettlement of tax liabilities depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyassets etc.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
Internal control systems and their adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theChairman.
The Company has obtained ISO 9001 certification and adheres to the Standard OperatingPractices its manufacturing and operating activities.
The management of the Company evaluates the efficiency and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Based on the assessment the management undertakes correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations with corrective actions thereon are presented to theAudit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures.
There no outstanding deposits payable by the Company.
Auditors & auditor's report
The Company's Auditors M/s. A.N. Damania & Co. Chartered Accountants will retireat the forthcoming Annual General Meeting and are eligible for re-appointment. The Companyhas received a letter from them to the effect that their appointment if made would bewithin the provision prescribed limits under Section 141(3)(g) of the Companies Act 2013and that they are not disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
Extract of Annual Return
The details forming part of the extract of Annual Return in form MGT-9 is annexedherewith as Annexure -A.
Conservation of energy technology absorbtion etc.
The particulars of conservation of Energy Technology Absorption foreign ExchangeEarnings and outgo have not been given since the same are not applicable to the Company.
Corporate Social Responsibility Initiatives
The Company does not come under the parameters specified under Section 135 of theCompanies Act 2013 hence no Committee has been constituted for Corporate SocialResponsibility Initiatives.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration and Stakeholder's Grievance Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Board and Audit Committee Meetings
During the year Five Board Meetings and Four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the "Whistle BlowerPolicy" for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading underSecurities and Exchange Board of India (Insider Trading) Regulation 2015 with a view toregulate trading in securities by the Directors designated employees and their immediaterelatives and other connected persons. The Code requires pre-clearance for dealing in theCompany's shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. All the members of the Board and designated employeeshave confirmed compliance with the Code.
Particulars of loans guarantees or investments
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by the Companyare given in the notes to the financial statements.
Related Party Transactions
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.
Mr. P.V. Ramaswamy Company Secretary in practice to undertaken the Secretarial Auditof the Company. The Secretarial Audit report is annexed herewith as Annexure-B which isself-explanatory.
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act 2013 and Clause 49 of the ListingAgreement the Company has constituted a business risk management committee. The detailsof the Committee and its terms of reference are set out in the corporate governance reportforming part of the Board report. At present the Company has not identified any element ofrisk which may threaten the existence of the Company.
The Report on Corporate Governance along with a certificate of compliance from theAuditors and Management Discussion and Analysis Report forms part of this Report.
Director's responsibility statement
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
ii) 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 ofthe profit and loss of the Company for that period;
iii) the directors had 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.
iv) the Directors have prepared the Annual Accounts on a going concern basis; and
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Persons Rule 2014).
The Industrial Relations continued to be cordial during the year under review.
The Directors wish to place on record their sincere appreciation for the continuedco-operation by the Company's Bankers and the support given by the Company's valuedcustomers. The Board also express its sincere appreciation to the commitment and dedicatedemployees at all levels. Last but not least the Board places on record their gratitude tothe Investors Clients and Shareholders of the Company.
| ||On behalf of the Board of Directors |
|PLACE: MUMBAI ||Suresh John |
|DATE : 31st August 2017 ||Chairman |