Your Directors have pleasure in presenting the Annual Report of the Companyalong with the Audited Statement of Accounts for the year ended 31st March2017.
1. FINANCIAL RESULTS:
|Particulars ||31-03-2017 ||31-03-2016 |
|Total Income ||404680 ||- |
|Total Expenses ||27781332 ||(2762636) |
|Prior Period Items ||(27376652) ||(2762636) |
|Profit (Loss) before Tax ||(27376652) ||(2762636) |
|Less: Provision for Tax || ||- |
|Profit (loss) after Tax ||(27376652) ||(2762636) |
2. PERFORMANCE & RESULTS:
The Company did not have any operations during the year and in turn no income isearned. The increase in loss after tax from Rs. 2762636 lacs to Rs. 27376652 is onaccount of increase in expenditure and prior period items
3. OPERATIONS AND FUTURE PLANS:
The Company during the year under review could not conduct any business activity due tothe financial constraints and un-favourable market conditions. The Company is in theprocess
of obtaining various licenses from regulatory authorities to commence the commercialactivities which would benefit the company and shareholders at large.
4. CHANGES IN THE NATURE OF BUSINESS IF ANY:
During the year under review there was no change in nature of the business of theCompany.
Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.
The Company has not accepted deposits from public.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013.
In terms of Section(s) 149 152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the directors liable to retire by rotation theIndependent Directors are not included in the total number of Directors of the Company.Accordingly Ms. Dilip Shah shall retire by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment as a Director of the Company.
Mr. Ramesh Patel & Ms. Seema Kalani are proposed to be appointed as an Independent
Director on the Board of the Company in the Annual General Meeting to be held on 30thSeptember 2017 to hold office for a term upto the conclusion of the next AnnualGeneral Meeting of the Company.
In terms of section 149 of the Companies Act 2013 Mr. Ramesh Patel & Ms. SeemaKalani being eligible and offering themselves for appointment are proposed to beappointed as an Independent Director under section 149 of the Companies Act 2013 to holdoffice for a term upto the conclusion of of the next Annual General Meeting of theCompany.
In the opinion of the Board Mr. Ramesh Patel & Ms. Seema Kalani fulfill thecondition specified in the Companies Act 2013 and rules made there under for theirappointment as an Independent Directors of the Company and are Independent of themanagement.
The proposal regarding the re-appointment/appointment of the aforesaid Directors isplaced for your approval.
Brief profiles of the Directors proposed to be re-appointed/appointed as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are part of the Notice convening the Annual General Meeting
9. PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS:
Annual performance evaluation of Board its committees (namely Audit Nomination andRemuneration and Stakeholders Relationship Committees) and all the Directors individuallyhas been done in accordance with the Performance Evaluation Framework adopted by theNomination and Remuneration Committee of the Company.
The Performance Evaluation Framework sets out the performance parameters as well as theprocess for performance evaluation to be followed. Performance evaluation forms werecirculated to all the Directors to record their evaluation of the Board its Committeesand Non- executive Directors of the Company.
The Board of Directors reviewed the performance of Independent Directors and Committeesof the Board. Nomination and Remuneration Committee also reviewed performance of theCompany and every Director.
10. REMUNERATION TO DIRECTORS:
The Company did not pay any remuneration sitting fees for attending Board/CommitteeMeetings and commission to any of its Directors during the year under review.
11. REMUNERATION POLICY:
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Company:www.solidcarbide.in
12. DECLARATION BY AN INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet with the criteriaof independence as prescribed under sub-section (6) of Section 149 of the Companies Act2013 and under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchange.
13. MEETINGS OF BOARD AND COMMITTEES:
Board of Directors:
The Board of Directors met 4 (four) times during the financial year ended 31stMarch 2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.
The dates on which the Board of Directors met during the financial year under revieware as under:
20th May 2016 13th August 2016 14th November 2016and 14th February 2017
Details of all Board Committees along with their composition and meetings held duringthe year under review are given in the Corporate Governance Report. The intervening gapbetween the Meetings was in accordance with the period prescribed under the Companies Act2013.
14. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms :
i. in the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;.
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 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 had prepared the annual accounts on a going concern basis.
v. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. INDUSTRIAL RELATIONS:
The industrial relations continued to be generally peaceful and cordial during theyear. Your Directors recognize and appreciate the sincere and hard work loyaltydedicated efforts and contribution of all the employees during the year
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
As mentioned in Auditor's Report.
17. CASH FLOW STATEMENT:
In conformity with the Accounting Standard - 3 issued by the Institute of CharteredAccountants of India and the provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the BSE Limited the CashFlow Statement for the year ended March 31 2017 is annexed to the accounts.
18. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE:
The particulars as required under the provisions of Section Section 134 (3) (m) of theCompanies Act 2013 in respect of conservation of energy and technology absorption are notrequired to be furnished considering the fact that the Company has not carried on anymanufacturing activity.
The Company has not earned any foreign exchange during the year under review. TheCompany has not spent any amount in foreign exchange
20. CORPORATE GOVERNANCE:
As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchange the report of the CorporateGovernance and the Certificate of the practicing Company Secretaries by Ms. Dolly J Mehtain respect of compliance thereof is enclosed herewith as Annexure I and formingpart of this report.
21. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as Annexure II.
22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During the year under review the Company does not meet any of the criteria as set outin Section 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014. Hence the requirement for furnishing of details of Corporate SocialResponsibility is not applicable to the Company.
23. RISK MANAGEMENT POLICY
Pursuant to the requirement of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has constituted aRisk
Management Committee. The details of Committee and its terms of reference are set outin the Corporate Governance Report forming part of the Board's Report.
24. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
During the year under review there were no significant material orders passed by theRegulators / Courts which would impact the going concern status of your Company and itsfuture operations.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors andemployees of the Company to report genuine concerns. The Whistle Blower Policy providesfor adequate safeguards against victimisation of persons who use such mechanism and makeprovision for direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases.
Major scope safeguards and procedure for disclosure for vigil mechanism is availableon the website of the Company: www.solidcarbide.in
M/s Kriplani Milani & Co Chartered Accountants Mumbai (Firm Registration no.130461W) is eligible for appointment and has expressed their willingness to acceptoffice if appointed. They have furnished a certificate under section 141 of theCompanies Act 2013 for their eligibility for appointment and have given consent letter toact as a Auditor.
They have further confirmed that the said appointment if made would be within theprescribed limits under section 143(1) (g) of the Companies Act 2013 and that they arenot disqualified for appointment.
Resolution seeking your approval on the item is included in the Notice convening theAGM. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Dolly J Mehta Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2016-17. The Secretarial AuditReport (e-form MR-3) is annexed herewith as Annexure-III.
29. AUDITORS REPORT:
The company was under liquidation for more than 10 years. Necessary steps have beeninitiated to commence the production facilities. Hence the accounts have been prepared ongoing concern basis.
The status of the company was "DORMANT" as shown on the website of Ministryof Corporate Affairs (MCA) as the company was under liquidation upto 03.08.2012. Hence theCompany was not able to file some forms with the Registrar of companies Maharashtra
Mumbai. However the status of the company was changed to active and accordinglynecessary forms will be filed in due course of time.
The company did not have any pending litigations and have no long-term contractsincluding derivative contracts for which there were any material foreseeable losses.
The notes on financial statements referred to in the Auditors Report are self -explanatory and do not call for any other comments.
30. KEY MANAGERIAL PERSONNEL:
During the year under review no person falling within the definition of Key ManagerialPersonnel (KMP) as defined under section 2(51) and 203 of the Companies Act 2013 wasappointed on the Board of the Company or resigned from the Company.
31. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
The Company has not paid any remuneration sitting fees for attending Board/CommitteeMeetings and commission to any of its Directors during the year under review. Thereforethe median has not been calculated.
The Company has no subsidiaries
33. AMOUNT TRANSFER TO RESERVES:
During the year under review the question of transferring any amount to reservespursuant to the provisions of section 134(3)(j) of the Companies Act 2013 does not ariseas the Company has incurred a loss during the year.
34. ISSUE OF SHARES:
The Company has not issued any shares with differential rights sweat Equity Sharesequity shares under Employees Stock Option Scheme nor made any public issue Right issueand hence no information as per provisions of the companies Act 2013 is required to befurnished.
35. SEXUAL HARRASMENT
During the year under review there were no cases filed or reported pursuant to thesexual harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
36. LISTING WITH STOCK EXCHANGES:
The Company has complied with the requirements of the BSE Ltd / SEBI and any StatutoryAuthority on all matters related to capital markets during the last three years. Nopenalties or strictures have been imposed on the Company by these authorities.
Shares of the Company are listed with BSE Limited Vadodara Stock Exchange Limited andAhmedabad Stock Exchange Limited.
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE Limited. However no listing fees have been paid to the other stock exchanges namelyVadodara Stock Exchange Limited and Ahmedabad Stock Exchange Limited.
Your Company and its Directors wish to sincerely thanks all the customers financialinstitutions creditors etc for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the Company and from the continued support and co- operationextended by them.
| ||For and on behalf of the Board of Directors |
| ||By Order of the Board of Directors |
| ||For Solid Carbide Tools Limited |
| ||Sd/- |
| ||Dilip Shah |
| ||Director |
|Place: Navi Mumbai || |
|Date: 12th August 2017 || |