Your Directors presents the 28th Annual Report together with the AuditedFinancial Statements for the year ended 31st March 2017.
The Company's financial performance for the year ended 31st March 2017 issummarized below:
| || ||(Rs. in Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Total Turnover & Other Income ||170.82 ||765.93 |
|Less : Manufacturing and Other Expenses ||48.53 ||866.94 |
|Profit / (Loss) before interest and Depreciation ||122.29 ||(101.01) |
|Less : Interest ||1.37 ||0.09 |
|Profit / (Loss) after Interest ||120.92 ||(101.10) |
|Less : Depreciation and Misc. Expenses written off ||405.94 ||405.94 |
|Net Profit / (Loss) before Extra-Ordinary Items ||(285.02) ||(507.04) |
|Less : Extra-Ordinary Items ||- ||- |
|Net Profit / (Loss) Before Tax ||(285.02) ||(507.04) |
|Add / Less: Provision for Tax (including Deferred Tax) ||89.89 ||- |
|Profit/(Loss) after tax ||(195.13) ||(507.04) |
|Balance Profit/(Loss) brought forward from Previous Year ||(8944.00) ||(8436.96) |
|Balance profit / (Loss) carried to balance Sheet ||(9139.14) ||(8944.00) |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The total revenue including other income of the Company during the year was Rs. 170.82Lakhs (Previous Year Rs. 765.93 Lakhs). The Company has incurred a loss after tax of Rs.195.13 Lacs (Previous Year Loss of Rs. 507.04 Lacs).
In view of carry forward losses your Directors do not recommend any dividend for theyear under review.
The Company does not transfer any amount to General Reserve.
CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of manufacturing of Pigments and PigmentIntermediates.There was no change in the nature of business activities of the Companyduring the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
SCHEME OF ARRANGEMENT/COMPROMISE:
The Company at its Board Meeting held on 9th February 2017 approved aScheme of Arrangement/Compromise with its Secured Creditors and Preference Shareholders.The Company has applied for Observation/No Objection Letter from Bombay Stock Exchange(BSE) pursuant to Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements)Regulations. 2015. BSE vide Observation Letter dated 4th August 2017 hasconvened that it has no adverse observations so as to enable the Company to file theScheme with Hon'ble NCLT Mumbai.
There were no changes in the share capital of the Company during the year.
SUBIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have subsidiary joint venture and associate company.
During the year under review the Company has not accepted or renewed any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance deposits Rules) 2014.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies
(Management and administration) Rules 2014 is attached herewith and marked as AnnexureI'.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Neelam Y. Arora was appointed as an Additional Director by the Board of Directorspursuant to Section 161 of the Companies Act 2013 to hold office as such Director w. e. f6th April 2017 until the date of 28th Annual General Meeting. Sheis proposed to be appointed as a Director in the category of Non-Executive IndependentDirector at the 28thAnnual General Meeting. A brief profile of Mrs. Neelam Y.Arora is given in Annexure II to the Notice of 28th Annual General Meeting.
Mr. Dinesh Chaturvedi was appointed subject to approval of the members at theirgeneral meeting as a Whole-Time Director for a period of 3 years from 30thMay 2017 to 29th May 2020 by the Board of Directors at its meeting held on 30thMay 2017. The appointment of Mr. Dinesh Chaturvedi is proposed for approval of themembers of the Company as per Section 196 of the Companies Act 2013. A brief profile ofMr. Dinesh Chaturvedi is given in Annexure II to the Notice of 28th AnnualGeneral Meeting.
As per Section 152(6) of the Companies Act 2013 Mr. Dinesh Chaturvedi retires byrotation and being eligible offers himself for re-appointment as the Director of theCompany.
Mr. RamchandraD. Ghanekar ceased to be Whole-time Director and Ms. Shruti D. Sharmaceased to be Director of the Company w.e.f. 3rd March 2017 and 6thApril 2017 respectively. The Board of Directors placed on record its appreciation fortheir association with the Company and for their valuable services and guidance.
Other than stated above there was no change in the Key Managerial Personnel of theCompany.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES
The Composition of the Board and Statutory Committees thereof alongwith other detailsare given in Corporate Governance Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board met 7 (Seven) times during the year. The details of the meetings are given inthe Corporate Governance Report. The intervening gap between the two meetings was withinthe period prescribed under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given the requisite declaration pursuantto Section 149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence as provided in Section 149(6) of the Act.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of Sec 134(3) of Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 and Regulation 4 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination and Remuneration Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Board on the recommendation of the Nomination and Remuneration Committee of theCompany has framed a policy for selection and appointment of Directors Senior Managementand their remuneration.
The Remuneration Policy is attached herewith and marked as Annexure II'.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby confirms that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors have 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 as at 31st March 2017 and ofthe loss of the company for period ended on that date;
(c) the directors have 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; (d)the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and (f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
There were no loans and guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review.
Following are the particulars of investments made under Section 186 of the CompaniesAct 2013 of the Company:
| || || || ||(Amount in Rs.) |
|Nature of Investments ||Opening ||Amount Invested ||Amount ||Closing |
| ||Balance ||during the year ||Redeemed ||Balance |
|FDR Account ||2680000 ||7400000 ||6100000 ||3980000 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION188(1) OF THE COMPANIES ACT 2013:
There were no contracts or arrangements or transactions with any related parties whichcould be considered material in accordance with the policy of the Company during the yearunder review. Hence the Company is not required to disclose details of the related partytransactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014.
PARTICULARS OF EMPLOYEES:
There was no employee who was employed throughout the year and in receipt ofremuneration aggregating to Rs. 10200000/- p.a. or more or who was employed for part ofthe year and in receipt of remuneration aggregating to Rs.850000/- p.m. or more.
PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
The details related to employees and their remuneration as required under Section197(12) of the Companies Act 2013and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are mentioned in Annexure III' tothis Board's Report.
The information required pursuant to Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding salaries of top 10 employeesforms a part of this report. However as per the first proviso to Section 136(1)of theCompanies Act 2013 the report and the financial statements are being sent to the membersof the Company excluding statement of particulars of employees under rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Any memberinterested in obtaining the copy of the said statement may write to the Company Secretaryin advance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy-
|(i) ||the steps taken or impact on conservation of energy; ||The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day-to-day basis thus resulting in optimum utilization of energy. |
|(ii) ||the steps taken by the company for utilizing alternate sources of energy; ||NIL |
|(iii) ||the capital investment on energy conservation equipment. ||NIL |
(B) Technology absorption-
|(i) ||the efforts made towards technology absorption; ||The activities of the Company at present do not involve technology absorption and research and development. |
|(ii) ||the benefits derived like product improvement cost reduction product development or import substitution; ||NIL |
|(iii) ||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||NIL |
| ||(a) the details of technology imported; || |
| ||(b) the year of import; || |
| ||(c) whether the technology been fully absorbed; || |
| ||(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and || |
|(iv) ||the expenditure incurred on Research and Development. ||NIL |
(C) Foreign exchange earnings and outgo-
|The Foreign Exchange earned in terms of ||NIL |
|actual inflows during the year; || |
|The Foreign Exchange outgo during the year ||NIL |
|in terms of actual outflows. || |
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have bearing on company's operations infuture.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place proper and adequate internal control system commensurate withthe size scale and complexity of its operations. The Company monitors and evaluates theefficacy and adequacy of internal control system its compliance with operating systemsaccounting procedures and policies.
VIGIL MECHANISM POLICY:
The Company has a Vigil Mechanism policy to deal with instance of fraud andmismanagement if any. The mechanism also provides for adequate safeguards againstvictimization of directors and employees who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in the exceptional cases. The detailsof the Vigil Mechanism Policy is explained in the Corporate Governance Report and alsoposted on the website of the Company. We affirm that during the financial year 2016-17 noemployee or director was denied access to the Audit Committee.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:
Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the following have been made a part of the Annual Reportand are attached to this report:
Management Discussion and Analysis Report - Annexure IV'
Corporate Governance Report - Annexure V'
Declaration by Executive Director/CEO affirming with the compliance of the codeof conduct of Board of Directors and Senior Management -Annexure VI'
Auditors' Certificate regarding compliance of conditions of Corporate Governance-Annexure VIII'
The term of M/s. Sayeed Khan & Associates Chartered Accounts Mumbai as thestatutory auditors of the Company expired at the end of financial year 2016-17 pursuant toSection 139 of the Companies Act 2013 and Rule 6(3) of the Companies (Audit and Auditors)Rules 2014.
It is proposed to appoint M/s. A. Sachdev Co. Chartered Accountantss Mumbai as thestatutory auditors of the Company for a period of five years commencing from financialyear 2017-18. A written consent for appointment and a certificate that appointment ifmade will be in accordance with the conditions of Section
141 of the Companies Act 2013 and Rule 4 of the Companies (Audit and Auditors) Rules2014 is received from M/s. A. Sachdev Co. Chartered Accountants Mumbai
Your Directors recommend the appointment of M/s. A. Sachdev Co. Chartered AccountantsMumbai as Statutory Auditors of the Company to hold the office for a period of five yearscommencing from financial year 2017-18. The appointment if required will be ratified bythe members at every Annual General Meeting after the 28th Annual GeneralMeeting.
The Company has appointed M/s. K.P.Kapadia & Co. Chartered Accountants Mumbai asInternal Auditors. The Internal Auditors monitor and evaluate the efficiency and adequacyof internal control systems in the Company its compliances with operating systemsaccounting procedures and policies at all locations of the Company and reports the same onquarterly basis to the Audit Committee.
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 M/s. Mahesh Kandoi& Associates Company Secretaries Mumbai to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is attached herewith andmarked as Annexure VII'.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors in their reports.
With respect to observation made by Secretarial Auditor in his report we would like tostate that:
a) The website of the Company do not have all the mandatory disclosures The Company isin process of updating its website.
b) As required under Section 203 of the Companies Act 2013 the Company has notappointed Company Secretary and has not appointed company secretary as Compliance Officeras required under Regulation 6 of the SEBI (Listing Obligations and DisclosureRequirements) 2015 The Company is looking for suitable candidate to appoint as CompanySecretary and Compliance Officer of the Company; and
c) The term office of M/s Sayeed Khan & Co Chartered Accountants Mumbai who werenot subjected to peer review as statutory auditors was expiring on 31st March2017 in terms of Section 139 of the Companies Act 2013 and Rule 6(3) of the Companies(Audit and Auditors) Rules 2014 and hence change in auditor was not effected during theyear under review. However M/s. A. Sachdev Co. Chartered Accountants Mumbai who areproposed to be appointed as the Statutory Auditors of the Company have confirmed that theyare subjected to peer review. d) promoters 100% shareholding is not in dematerialized formin terms of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015.
e) The Company has paid salary to erstwhile Whole-time Director as per resolutionpassed at the Annual General Meeting held on 30th September 2016.
CORPORATE SOCIAL RESPONCIBILITY:
The provision of Section 135 of the Companies Act 2013 with respect to the CorporateSocial Responsibility are not applicable to the Company.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITONAND REDRESSAL) ACT 2013.
Internal Complaint Committee was formed under Section 4 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. During the year nocomplaint was received by the Committee.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various
Government Authorities for their continued support extended to your Company'sactivities during the year under review. Your Directors also acknowledge gratefully thesupport and confidence reposed by the shareholders of the Company.
| ||By Order of the Board of Directors |
| ||For SHREYAS INTERMEDIATES LIMITED |
| ||Dinesh Chaturvedi |
| ||Whole Time Director |
| ||DIN:07005933 |
|Place: Mumbai || |
|Date: 14thAugust 2017 || |