N D Metal Industries Ltd.
|BSE: 512024||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE643D01013|
|BSE 15:14 | 08 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 512024||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE643D01013|
|BSE 15:14 | 08 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 31st-Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017
The financial performance of the Company is summarized below:
Standalone Financial Summary or performance of the company (In Rs.)
1. Review of Operations:
The performance of your company during the year total sales of Rs. 1556060/- Lessduty and taxes 151701/- Net sales recorded amount into Rs. 1404359/- and Previous yearof Rs. NIL and Income of arrives on a/c of reducing the liability of the company andInterest and Share of Profit total of Rs. 61980677/- as against Rs.7373299/- duringthe previous year. The revenue of the company has increased as compared to previous year.
During the year the company has made heavy investment hence because of that financecost has to increase considerably and even after good turnover as compare to previousyear after tax profit figure comes in negative hence In order to conserve resources forthe operating business and in order to improve the performance the company your directordo not recommend any dividend for the financial year 2016-17.
As there is no after tax profit for the company hence no amount to transfer to thereserve of the company for the year under review.
4. Matters Related To Directors And Key Managerial Personnel:
A. The composition of the Board:
The Board of Director of the company have five directors i.e. Mr. Ajay Kumar Garg(Chairman and Managing Director) ("CMD") of the company Mrs. Harsh RekhaGarg(Non-Executive Director) of the company Mr. Rajesh Bansal (Non-Executive Director) ofcompany Mr. Piyush Garg (Non-Executive Director) of company and Mr. LaluShrichhathuMandal (Non-Executive Director) of company.
B. Changes in Directors and Key Managerial Personnel:
During the year under review Mr RajkumarPathak has resigned from Board of Director ofthe company w.e.f. 29.03.2017. Mr Rajesh Bansal (Non-Executive Director) of company MrPiyush Garg (Non-Executive Director) of company has appointed in Board of Director of thecompany w.e.f 29th March 2017.
C. Director's attendance record and details of Directorships Positions held:
* Resigned w.e.f 29.03.2017 ** appointed w.e.f 29/03/2017
4.1 Declaration by an Independent Director(s) and re- appointment:
The company during the year under review has taken a declaration by an IndependentDirector(s) that he/they meet the criteria of independence as provided in sub-section (6)of Section 149 of the Companies Act 2013.
The company as a set of Practice Company used to take declaration of Independence fromIndependent Director in the first board meeting of directors after their appointment andin every first board Meeting of the Financial Year. An independent director who has beenappointed in last AGM shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on thepassing of a special resolution by the Company.
5. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and pursuant to Regulation of Listing Obligation and Disclosure Requirement theBoard in consultation with Internal Auditor had carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee and Nomination and Remuneration Committee. The Board ofDirectors expressed their satisfaction with the evaluation process.
6. A number of meetings of the Board of Directors:
During the year under review company have 4 Board Meetings as on 13th May - 2016 12thAugust - 2016 11th November - 2016 09th February - 2017. TheIntervening gap between any board meetings was within the period prescribed under thecompanies act 2013.
A. Board Committees:
The Board of Directors has constituted three Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholders' Grievance Committee and Committee ofBoard of Directors. All decisions pertaining to the constitution of Committees theappointment of Members and fixing of terms of reference/role of the committees are takenby the Board of Directors.
7. Remuneration Policy;
The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Senior Managementand their remuneration pursuant to the provisions of the Companies Act 2013. SeparateSheet is attached for the Remuneration Policy of the company.
During the year under review your company has not accepted any deposit. Hence theprovision for disclosure of the information relating to deposit is not applicable tocompany for the financial Year under review.
9. 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 change and commitment affecting the financial position of the company hasoccurred between the end of the financial year (FY 17) of the company to which thefinancial statement related and the date of this Board Report.
10. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
No significant and material order passed by any regulators or courts or tribunalsimpacting the going concern status and company's operation in future as the companybelieves in high compliance standard Hence the chances of any non-compliances and anymishap is very less.
11. Details of Subsidiarv/loint Ventures/Associate Companies:
The company does not have any Subsidiary/Joint Ventures/Associate Companies during theyear under review.
12 .Statement of Performance of Subsidiarv/loint Ventures/Associate Companies:
Not Applicable as company does not have any Sul&sidiary/Joint Ventures/AssociateCompanies
13. 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 ofthe provisions of Section 134(3)(c) of the Companies Act 2013 that:
A. In the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
B. Such accounting policies as mentioned in the Notes to the financial statements havebeen selected and applied consistently and judgments 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 31 2017 and of the Profit of the Company for the year ended on thatdate;
C. Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
D. The annual financial statements have been prepared on a going concern basis;
E. Proper internal financial controls had been laid down and followed and that suchinternal financial controls are adequate and were operating effectively; and
F. Proper systems to ensure compliance with the'provisions of all applicable laws werein places which were adequate and operating effectively.
14. Share Capital:
The Issued Subscribed and Paid Up equity share capital of the company as on March 312017 was Rs.24800000 Each equity shares are fully paid up. During the year underreview the company has not issued shares with differential voting right nor granted stockoption nor sweat equity.
15. Extract of the annual return:
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2015 is annexed herewith as Annexure II and forms an integral part of this Report.
16. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2015 in respect ofconservation of energy and technology absorption have been furnished in Annexure III ofthis report considering the nature of activities undertaken by the Company during theyear under review. The details of foreign exchange earnings and outgo during the yearunder review are also given in Annexure III
17. Corporate Social Responsibility:
During the year under review company has not exceeded any of the limit prescribed insection 135 Hence the company does not require to comply with provision Corporate SocialResponsibility nor required to make any provision of expenses for CSR activities given inSchedule VII of the Companies Act 2013.
18. Details of the establishment of vigil mechanism for directors and employees:
The Company has a vigil mechanism named Whistle Blower Policy to deal with anyinstances of fraud and mismanagement in the Company. The details of the Whistle BlowerPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company. It is affirmed that no personnel of the Company has been denied access to theAudit Committee.
19. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013. The details of the Committee and itsterms of reference are set out in the Corporate Governance Report forming part of theBoard's Report.
20. Particulars of loans guarantees or investments under section 16:
All the details of giving loans guarantees or investments can be found in notes tofinancial accounts.
21. Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and the provisions ofthe Companies Act 2013 Rules made there under are not attracted. As a matter of goodcorporate disclosure practice by the company Form AOC 2 is given in Annexure 1 There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict of the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for transactions which are of foreseen and repetitive nature. The transactionsentered into pursuant to omnibus approval so granted are audited and a statement givingdetails of all related party transactions is placed before the Audit Committee and theBoard of Directors for their approval on a quarterly basis.
Details of transactions with Related Parties are given in the notes to the FinancialStatements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
22. Particulars of Employees:
The information required pursuant to Section 197 of the Companies Act 2013 (theAct') read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2015 in respect of employees of the Company will be provided uponrequest. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.
None of the employees listed in the said Annexure is related to any Director of theCompany. None of the employees holds (by himself or along with his / her spouse anddependent children) more than 2% of the equity shares of the Company.
23. Statutory Auditors:
M/s. Ravindra Tiwari & Associates Chartered Accountants Mumbai (FRN: 134778W) ishereby appointed as the Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting till the conclusion of 36th AnnualGeneral Meeting of the company subject to ratification of member of the company in everyAnnual General Meeting of the company retiring auditor of the company M/s. Sudesh &Associates has completed his tenure and has expressed to the board for not to be appointedas Statutory auditor of the company. The Board of Directors of the Company also be and arehereby authorized to fix the
new Statutory Auditor's remuneration payable for the financial year ending 31/03/2018in consultation with the auditors.
24. Auditors' Report:
Pursuant to the provisions of Section 139 to 143 of the Companies Act 2013 and theCompanies [Audit and Auditor) Rules 2015 the Board of Directors had appointed M/S.Sudesh & Associates. Chartered Accountants to undertake the Statutory Audit of theCompany for the financial year 2016-2017. The Report of the Statutory Auditor is annexedherewith in Annual Report and forms an integral part of this Report.
The auditor report does not have any adverse remark in relation to financials andperformance of the company.
25. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies[Appointment and Remuneration of Managerial Personnel) Rules 2015 the Board of Directorshad appointed M/s. Paresh D Pandya & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2016-2017. TheReport of the Secretarial Auditor is annexed herewith as Annexure III and forms anintegral part of this Report.
The Secretarial Audit Report is self-explanatory hence management does not comment onthe report matter.
26. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The company has an adequate Internal Control System Commensurate with the size scaleand complexity of its operations. To maintain its objectivity and Independence theInternal Auditor report is periodically reviewed by the Audit Committee of the company andif any discrepancy found in management and working best effort is made to sort out anyissue.
The Internal Auditor evaluates the adequacy of the internal control system in thecompany on the basis of the statement of operation procedure instruction manualsaccounting policy and procedure.
27. Audit Committee:
During the year under review company has four Audit Committee Meetings as on 13thMay - 201612th August - 2016 11th November - 2016 09thFebruary - 2017. The Audit Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013 and as per regulation 18 of SEBI [ListingObligation and Disclosure) Requirement 2015. The member of the Audit committee have metin each quarter and have disused all the financials and other mandatory business as givenin company act 2013 and listing agreement.
The composition of the Audit committee is as per statutory requirement more than halfof member of Audit committee is comprised of Independent Director. The Chairman of AuditCommittee is Independent Director.
The Audit Committee shall mandatorily review the following information:
[1) Management discussion and analysis of financial condition and results ofoperations;
[2) Statement of significantly related party transactions [as defined by the auditcommittee) submitted by
management; . *
[3) Management letters/letters of internal control weaknesses issued by the statutoryauditors;
(4) Internal audit reports relating to internal control weaknesses; and
(5) The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.
(6) Statement of deviations:
(a) Quarterly statement of deviation(s) including a report of monitoring agency ifapplicable submitted to the stock exchange.
(b) Annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice.
Director's attendance record of Audit committee
28. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013. Following is the role and responsibilityof Nomination and Remuneration Committee.
(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors andthe board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal;
(5) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors;
Director's attendance record of Nomination and Remuneration Committee:
A. Stakeholders Relationship Committee:
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013. The Committee consider and resolve thegrievances of the security holders of the listed entity including complaints related totransfer of shares non-receipt of annual report and non-receipt of declared dividends.
Director's attendance record of Stakeholder Relationship Committee:
29. Vigil Mechanism:
Vigil Mechanism policy has been introduced by the Board on the framework for reportinginstances of unethical/improper conduct and action for suitable steps to investigate andcorrect the same. The Whistle blower policy which is under the ambit of Vigil Mechanism isan extension of the Company's Code of Conduct through which the Company seeks to provide amechanism for its employees Directors vendors or customers to disclose any unethicaland/or improper practice(s) taking place in the Company for appropriate action andreporting. Through this policy the Company provides the necessary safeguards to allWhistle Blowers for making in good faith..
30. Disclosure under The Sexual Harassment Of Women At Workplace (Prevention.Prohibition And Redressall Act. 2013:
Your Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The policy has set guidelineson the redressal and enquiry process that is to be followed by the complainants. Whiledealing with issues related to sexual harassment at the workplace towards any womenemployee's secrecy will be maintained and no women employee will be subjected to any kindof harassment and another mean of in-convinces for raising an issue or pointing outunethical behaviour. All women employees (permanent temporary contractual and trainees)are covered under this policy. All employees are treated with dignity with a view tomaintaining an environment free of sexual harassment whether physical verbal orpsychological.
It is further reported that no women employee during the year under review hasapproached the management for having a sexual harassment complaint.
31. Risk management policy:
As a company during the year under review has pursuant to the requirement of regulationof the Listing Obligation and Disclosure Requirement has constituted a Risk ManagementPolicy. The details of the Policy are updated on the company website and managerialemployee of the company is properly informed about
their role and responsibility as per this policy even they have been providing a formaltraining of how to identify the risk actions need to be taken to mitigate the risk riskavoidance technique etc.
32. Separate Meeting of Independent Directors:
During the year under review'the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 17 of the SEB1 (LODR) met separately and discussed and reviewed inter-aliathe performance of Non-Independent Directors and the Board as a whole after taking intoconsideration the views of Executive and Non-Executive Directors.
They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Board to effectively andreasonably perform its duties.
All the Independent Directors were present at the Meeting. <
33. Corporate Governance Certificate:
As per Regulation 15 of Listing Obligation and Disclosure requirement all company whosepaid up capital is less than Ten Crore or Net worth less than Twenty-Five Crore is notrequired to compile Corporate Governance regulations. As the company paid up Capital isless than Ten Crore hence company is exempted from such compliance and it does not need tofurnish Corporate Governance Certificate as required.
34. Internal Financial Report:
The Board has adopted policies and procedures for the efficient conduct of business.The Audit Committee evaluates the efficacy and adequacy of a financial control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company and strives to maintain the Standard in Internal FinancialControl.
The industrial relations continued to be cordial at all levels throughout the year.Your Directors wish to thank all the Employees and Workmen of the Company for theircontribution support and continued co-operation throughout the year.
Your Directors would like to express their appreciation for the co-operation andassistance received from the Government authorities bankers financial institutionsvendors customers and shareholders during the year under review.
By Order of the Board of Director For N D Metal Industries Limited