BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
Your directors have pleasure in presenting their 24th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended 31st March 2016.
The summarised financial performance of the company is as under:
(Rs. in Crs.)
|Particulars ||Current Yr. ||Previous Yr. |
|Turnover ||19.78 ||45.18 |
|Other Income ||0.25 ||3.10 |
|Profit/(loss) before Depreciation and Taxation ||(6.42) ||(2.43) |
|Depreciation ||0.12 ||0.19 |
|Profit/(Loss) before taxation ||(6.54) ||(2.62) |
|Less: Tax Expense ||(1.47) ||(1.58) |
|Profit/(Loss) after tax ||(8.01) ||(1.04) |
|Add: Balance B/F from the previous year ||-- ||-- |
|Balance Profit / (Loss) C/F to the next year ||-- ||-- |
State of Company's Affairs and Future Outlook
During the year under review the company has achieved a sales turnover of Rs. 19.78Crores as compared to Rs.45.18 Crores for the previous year. The company has howeversuffered loss of Rs.8.01 Crores as compared to Rs. 1.04 Crores for the previous year dueto heavy recession in the market.
Since the Company has incurred losses during the year no dividend is recommended forthe year under review.
Amounts Transferred to Reserves
Since the company has suffered losses during the year under review the company has nottransferred any amount to Reserves.
Changes in Share Capital.
There are no changes in share capital during the year under review.
Extract of Annual Return
The extract of Annual Returnin format MGT -9 for the Financial Year 2015-16 isattached with this report. Number of Board Meetings
During the year under review Board of Directors met 17times and there was one meetingof independent directors of the company the details of which are mentioned given inCorporate Governance Report. The provisions of Companies Act 2013 and listing agreementwere adhered to while considering the time gap between two meetings.
Particulars of Loan Guarantees and Investments under Section 186
The company has granted loan but has not given guarantee for loans taken by others frombanks or financial institutions during the year.
The well disciplined workforce which has served the company for two decades lies thevery foundation of the company's major achievements and shall well continue for the yearsto come. The management has always carried out systematic appraisal of performance andimparted training at periodic intervals. The company has always recognized talent and hasjudiciously followed the principle of rewarding performance.
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013.
However there were certain related party transactions in terms of clause 49 of thelisting agreement which were entered into on an arm's length basis and were in theordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgostipulated under section 134(3)(m) of the Companies act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 is annexed.
Details of Subsidiary Joint Venture or Associates
The company has no subsidiary Joint Ventures or associate companies.
Risk Management Policy
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withapplicable provisions of sebi (Listing Obligation and Disclosure Requirements) Regulation2015 the Board members were informed about risk assessment and minimization proceduresafter which the Board formally adopted steps for framing implementing and monitoring therisk management plan for the company. The main objective of this policy is to ensuresustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. In order toachieve the key objective the policy establishes a structured and disciplined approach toRisk Management in order to guide decisions on risk related issues. In today'schallenging and competitive environment strategies for mitigating inherent risks inaccomplishing the growth plans of the Company are imperative. The common risks inter aliaare: Regulations competition Business risk Technology obsolescence Investmentsretention of talent and expansion of facilities. Business risk inter-alia furtherincludes financial risk political risk fidelity risk legal risk. As a matter of policythese risks are assessed and steps as appropriate are taken to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.
DIRECTORS & COMMITTEES
During the year under review Sh. Sandeep Gupta has tendered his resignation from thepost of whole time Director of the company w.e.f 31st may 2016 However he will continueto act as director of the company.
All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and applicableprovisions of Sebi(Listing Obligation and Disclosure Requirements) Regulations 2015.
In accordance with the provisions of Companies Act 2013 Sh. Sandeep Gupta (DIN:00159814) Director retires by rotation and being eligible offers himself forre-appointment.
During the year under review Mr Harminder Singh having PAN No (CBPPS2105E) wasappointed as Chief Financial Officer of the company w.e.f 1st of September 2015.
Pursuant to the provisions of Companies Act 2013 and Applicable regulations of SEBI(listing obligation and disclosure requirements) regulation 2015 the Board has carriedout annual performance evaluation of its own performance the directors individually aswell the evaluation of the working of its Audit Nomination & Remuneration andStakeholder committee. The manner in which the evaluation has been carried out has beenexplained in Corporate Governance Report..
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The Company has accepted deposits from the public during the year in accordance withthe directives issued by the reserve bank of india and the provisions of section 73 to 76or any other relevant provisions of the companies act 2013 and rules framed there underwith regard to deposits accepted from members and public.
The company has constituted the audit committee and presently has the followingdirectors:
Mr.Ashok Kumar Gupta: Chairman and Independent Director Mrs.Rita Rani: Member andIndependent Director Mr.ArunGoyal: Member and Independent Director NOMINATION ANDREMUNERATION COMMITTEE
The company has constituted Nomination and Remuneration Committee and presently has thefollowing directors:
Mr. ArunGoyal : Chairperson and Non-executive Independent Director Mr. Ashok KumarGupta : Member and Non executive Independent Director Mrs. Rita Rani: Member and Nonexecutive Independent Director STAKEHOLDERS RELATIONSHIP COMMITTEE
The company has constituted Stakeholders Relationship Committee and presently has thefollowing directors:
Mrs.Rita Rani: Chairman and Independent Director Mr. Ashok Kumar Gupta : Member andIndependent Director Mr. ArunGoyal : Member and Independent Director DIRECTORS'RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) That in the preparation of the annual financial statements for the year ended March312016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312016 and of the profit of the Company for the year ended on thatdate;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of Independence from Smt. Rita Rani and Sh. AshokKumar Gupta Sh. Arun Goyal that the Independent Directors meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013.
SEXUAL HARASSMENT PREVENTION
Mukesh Strips Limited has implemented the sexual Harassment of women at workplace(Prevention prohibition and redressal Act 2013 in its entirely.
Internal Complaints Committees as per the provisions of the act have been constitutedat Corporate office and Projects sites of Mukesh Strips Limited.
Summary of sexual harassment issues raised attended and dispensed during the year2015-16:- No of complaints received in2015-16 -NIL- No of complaints disposed off -NIL- Noof cases pending for more than 90 days -NIL-
No of workshops or awareness programme against sexual harassment carried out 1
Nature of action taken by the employer or District Officer -NIL-
M/s.GUPTA VINOD KUMAR & ASSOCIATES (Firm Registration No. 006904N) CharteredAccountants have been appointed as statutory auditors of the company at the AnnualGeneral Meeting held on 30.09.2014 for a period of three years subject to ratification bymembers at every consequent Annual General Meetings. Therefore ratification ofappointment of Statutory Auditors is being sought from the members of the Company at theensuing AGM.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Reecha Goel & Associates (CP No.:6562 FCS: 7012)Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report isannexed.
The company has appointed Sh. Aakarshan Gupta as internal Auditor of the company andhis report is reviewed by the audit committee from time to time.
Explanation to Auditor's /Secretarial Auditors remarks
With regard to Secretarial Auditors remarks the Management is pursuing active steps tocomply with the respective norms and guidelines.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there are no significant material orders passed by theRegulators / Courts which would impact the going concern status of the Company and itsfuture operations.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of theListing Agreement with the Stock Exchanges a separate section on corporate governancepractices followed by the Company together with a certificate from the Company'sStatutory Auditor confirming compliance forms an integral part of this Report.
Declaration by Managing Director that the Board Members and KMPs have complied with theCode of Conduct is also attached.
CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act 2013 regarding Corporate Social responsibilityare not attracted to the company yet the Company has been over the years pursuing aspart of its corporate philosophy an unwritten CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integrates interest welfare and aspirations of thecommunity with those of the Company itself in an environment of partnership for inclusivedevelopment.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The company has one Whole-time Director and the remuneration paid to him is Rs. 1.00Lacs per month only.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are NIL
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.
FINANCIAL VIABILITY OF COMPANY
The company does not have accumulated losses and the company has incurred cash lossesduring the financial year and also in the immediately preceding financial year and thereare no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or Duty of Customs orDuty of Excise or Value Added Tax or Cess outstanding on account of any dispute except forinterest on differential excise duty for which an appeal has been filed before CEGAT.
The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company. Your Directors wish to thank the banks financialinstitutions shareholders and business associates for their continued support andcooperation. We look forward to receiving the continued patronage from all quarters in theyears to come.
For and on behalf of the Board of Directors
|Place: Ludhiana || || |
|Dated: 30.05.2016 ||Sandeep Gupta ||Pardeep Gupta |
| ||Director ||Director |