Yours directors have pleasure in presenting their 27th (Twenty Seventh)Annual Report together with the Audited Statement of Accounts for the year ended 31stMarch 2016.
(Rs. In lacs)
|PARTICULARS ||31.03.2015 ||31.03.2015 |
|Revenue from Operation ||30856.97 ||43100.46 |
|Other Income ||525.09 ||174.88 |
|Expenses` ||33045.91 ||45868.73 |
|Profit(Loss) before tax ||(1663.85) ||(2593.39) |
|Deferred Tax ||585.57 ||(531.88) |
|Loss from the Period ||(2249.42) ||(2061.50) |
REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE
During the financial year under review the Companys performance has beendecreased as compared to the previous year. During the year the company has achievedturnover including (income from other sources) of Rs. 31382.06 lacs. However theexpenditure side of the Company has also been proportionally decreased to Rs. 33045.91lacs. Resultantly the company incurred a loss of Rs. 2249.42 lacs due to the reasons suchas: i) Slow down in economy ii) Deferment/Cancellation of orders from PGCIL due to Govt.policy iii) Increase in dependability in State Electricity Board tenders where profitmargin was very low and realization of Debtors was also very low. Fourth reason was thatthe sales of Aluminum Composite panels was negligible due to slow down in commercial realestate. Your management is striving hard to improve the financial position of the Companyby devising effective marketing plans and strategies.
Since the company has not earned any profit during the year hence the Company is unableto declare any dividend for this year.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (Bombay Stock ExchangeLtd.) and the Company has paid the Annual Listing Fees to BSE for the financial year2016-17.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
Company has no subsidiaries associates and joint venture companies. Henceforth astatement of the subsidiary Companies/ Associate Companies/Joint Ventures as per FormAOC-1 is not required.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT -9 for the Financial Year 2015-16 has beenenclosed with this report as Annexure 1.
NUMBER OF BOARD MEETINGS
The detail of number of meetings of the Board held during the financial year 2015-16forms part of the Report on Corporate Governance.
DIRECTORS RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIESACT2013:
In accordance with the provisions of section 134(5) the Board confirm and reportthat:
(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 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;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
NOMINATION & REMUNERATION COMMITTEE POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management Personnel of theCompany. This policy also lays down criteria for selection and appointment of BoardMembers. The detail of this policy is explained in the Report on Corporate Governance.
RE-APPOINTMENT OF INDEPENDENT AUDITOR
M/s B.M. VARMA & CO. Chartered Accountants Statutory Auditors of the Companyretires at the ensuing Annual General Meeting and is eligible for re-appointment. TheCompany has received a letter from them to the effect that their appointment if madewould be within the prescribed limits under section 139 of the Companies Act 2013 andthat they are not disqualified for such appointment within the meaning of section 141 ofthe Companies Act 2013.
The Notes on Accounts referred to in the Auditors Report are self-explanatory andtherefore do not call for any further comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Himanshu Sharma & Associates Company Secretaryin Practice (C.P. No. 11553) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report in prescribed format MR.-3 given by aforesaid SecretarialAuditors is annexed to this Board Report as Annexure 2 and forms an integral part.
Following are the reply in respect of the Auditor observations:-
|Auditor Observation ||Reply |
|Till date company has not filed MGT-14 in respect of Secretarial Auditor and Internal Auditor. ||Form will be filled shortly as the Digital Signatures of Authorized signatories were not available. |
|Company has not appointed Company Secretaries as per the provision of Section 203 of the Companies Act 2013. ||Company has contact some of the HR Based Agencies for the Company Secretary Requirement and the same is on positive note and will be appointed Shortly. |
|Company has not Appointed Woman Director of the Board of the Company. ||In FY 2015-16 Company appointed Two Times Woman Director on the Board of the Company to comply with the requirements but both resigned during the year. Now again this time company is in process and will appoint shortly. |
|Company has not appointed Internal Auditor as per Section 138 of the Companies Act 2013 ||Being into and Hilly Area of Himachal and away from Metro Cities it is difficult to find a person for a longer period and the same is in process for the appointment of New Internal Auditor and will comply with the requirement as early as possible. |
|Company has constituted Nomination & remuneration Committee but its composition is not as per section 178 of the Companies Act 2013 ||Due to the resignation of Independent/Non Executive Director during the year the composition of Nomination & Remuneration Committee could not be made as per the requirement of the Section 178 of the Companies Act 2013. But there are still Two Independent Non-executive Director are the Member of the Committee and majority of the composition is with the Non executive Director. Chairman of the Committee is also an Independent Non Executive Director. |
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Complete details of Loans Guarantees and Securities and Investments covered underSection 186 of the Companies Act 2013 given during the year under review is providedbelow:
Details of Loans:
|S r N o ||Date Detail Amount of s of making Borrowing loan ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date of BR ||Date of SR (if reqd) ||Rate of Interest ||Security |
| ||NIL || || || || || || |
Details of Investments:-
|SL N o ||Date of invest ment ||Details of Investee ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of SR (if reqd) ||Expected rate of return |
|1 ||2005-06 ||Investment in Equity Instruments ||Rs. 549960/- ||Not yet realized ||NA ||Not Known |
|2. ||2007-08 ||Investment in Mutual Funds ||Rs. 1100000/- ||Not yet realized ||NA ||Not Known |
Details of Guarantee / Security Provided:
|SL N o ||Date of providing security/guarantee ||Detail s of recipi ent ||Amou nt ||Purpose for which the security/gu arantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commissi on |
|2 ||30/05/2013 ||Tirupati Aluminium Ltd ||Rs. 30.40 Cr. ||Working Capital Requiremen ts ||25/5/2013 ||NA ||NA |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2015-16 in the prescribedformat AOC 2 has been enclosed with the report as Annexure 3.
AMOUNTS TRANSFERRED TO RESERVES
Losses of Rs. 22.49 Cr. has been transferred to the reserve of the Company.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
No unclaimed or unpaid amount is lying in the Books of the company which is to betransferred to Investor Education & Protection Fund.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
A. AMALAGANTION OF M/S. TIRUPATI ALUMINIUM LIMITED WITH THE COMPANY
During the year under review the Board of Directors of the company approved theScheme/arrangement between the company and M/s. Tirupati Aluminium Limited. After approvalof the scheme the company in terms of the provisions of Clasue 24(F) of Listing Agreementfiled an advance copy of the Company Petition with BSE Limited on 09/01/2016 for seekingNo Objection Certificate (NOC) from SEBI. Thereafter the company filed the companypetition before the Honble High Court o Shimla (HP) for seeking sanction of thescheme. The Honble High Court of Himachal Pradesh vide orders dated 03/03/2016Allowed the First Motion with directions to seek the shareholders creditors bothsecured/un-secured including trade creditors of the company and that of M/s. TirupatiAluminum Limited. The General meetings as per the directions of the Honble HighCourt were convened and held on 10th April 2016 as per the Court Rules andprocedure prescribed under the Companies Act including for seeking consent of the membersthrough postal ballets/e-voting etc. All the shareholders and creditors of the companyapproved and adopted the scheme for the amalgamation of M/s. Tirupati Aluminum Limitedwith the company. The Chairmen/Chairpersons filed their reports/result regarding theoutcome of the respective meetings before the Honble High Court of Himachal Pradesh.The Honble
High Court of Himachal Pradesh was obliged to pass orders on the second motion andthereby directed the Registrar of Companies Official Liquidator and Regional Director tofile their respective reports.
B. APPROVAL OF STRAGIC DEBT RESTRUCTURING SCHEME (SDR)
The Strategic Debt Restructuring Scheme (SDR) approved by the lending banks whose loansare being restructured (the "SDR Lenders") under the Strategic DebtRestructuring scheme issued by the Reserve Bank of India (RBI) under the Strategic DebtRestructuring guidelines formulated whereby the lenders agreed to undertake SDR in theJoint Lenders Meeting (JLM) held on 28th March 2016. The SDR scheme mainlyenvisages about the conversion of outstanding Debt into Equity and allotment of 51% sharesis required to be made to the lenders. This SDR once implemented shall have very goodimpact on the financial position of the company.
RISK MANAGEMENT POLICY
The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions relating to Section 135 of the Companies Act 2013 are not applicable tothe Company.
MACHANISM FOR EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulation 2015 astructured procedure was adopted after taking into consideration of the various aspects ofthe Boards functioning composition of the Board and its committees execution andperformance of specific duties obligations and governance.
The performance evaluation of the independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expresses their satisfaction with theevaluation process.
Mrs. Satya Bhama and Ms. Renu Devi resigned from the Post of Women Director of theCompany during the year under review.
Further pursuant to the provisions of Section 152 of the Companies Act 2013 and thatof the Articles of Association of the Company Mr. Amit Gupta Whole Time Director of theCompany liable to retire by rotation at the ensuing Annual General Meeting offershimself for re- appointment. The brief resume of Mr. Amit Gupta who is proposed to bereappointed is provided in the Report on Corporate Governance.
The following details of deposits covered under Chapter V of the act:
I. Deposits Accepted during the year; NIL
II. Remained unpaid or unclaimed as at the end of the year; NIL
III. Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved- NIL
IV The details of deposits which are not in compliance with the requirements of Chapter
CHANGES IN SHARE CAPITAL IF ANY
The authorized share capital of the Company remain same to Rs. 185000000 (RupeesEighteen Crores and Fifty lacs only) divided into 82500000 (Eight Crore Twenty FiveLacs) Equity Shares of Rs. 2/- each and 200000 (Two lacs) Preference Shares of Rs. 100/-each. The issued subscribed and paid-up share capital of the company is Rs 148617920/-divided into 64308960 equity shares of Rs. 2/- and 200000 Preference shares of Rs.100/- each.
DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and ListingAgreement.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 relating to "Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo" is given in the Annexure - 4forming an integral part of this Report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompanys internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted reputedfirms of Chartered Accountants. The main trust of internal audit is to test and reviewcontrols appraisal of risks and business processes beside benchmarking controls withbest practices in the Industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is enclosed with this report as Annexure -5.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY
During the year under review the Managing Director and Whole time Director neitherreceived any Commission nor any remuneration from Companys Holding or SubsidiaryCompany.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti Harassment policy in line with the requirement of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. There was no compliant received from any employee during the financial year 2015-16and hence no complaint is outstanding as on 31.03.2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Report on Management Discussion and Analysis pursuant to Listing Agreementis annexed to this report.
The Company has complied with all the conditions of Corporate Governance as stipulatedin Listing Agreement with Bombay Stock Exchange Limited during the year ended on 31stMarch 2016 as per Report on Corporate Governance annexed and a Certificate from theAuditors to this effect for the year ended on 31st March 2016 is also enclosedwith this report.
As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records. TheCompany has appointed M/s Balwinder & Associates Cost Accountants as Cost Auditor ofthe Company for the financial year 2015-16
The cost audit report for financial year end 31st March 2016 will be filed withCentral Government in due course.
CASH FLOW ANALYSIS
In conformity with the provisions of Listing Agreement and Companies Act 2013 theCash Flow Statement for the year ended on 31st March 2016 is annexed hereto.
Your Directors place on record their appreciation for the significant contribution madeby all the employees who through their competence hard work solidarity andco-operation have enabled the Company to withstand the impact of slowdown.
The Board wishes to place on record its appreciation for the support and co-operationthat the Company received from its suppliers distributors retailers and otherassociates. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be Companys endeavor to buildand nurture strong links based on mutuality respect and co-operation with each other andconsistent with customer interest.
Your Directors take this opportunity to thank all investors clients vendors banksregulatory and government authorities for their continued support.
FOR & ON BEHALF OF THE BOARD OF DIRECTORS
| ||Sd/- ||sd/- |
| ||(MOHAN LAL GUPTA) ||RAMESH GUPTA |
|PLACE: Baddi ||(DIN NO. 00161184) ||(DIN NO. 00161363) |
|DATE : 30/05/2016 ||MANAGING DIRECTOR ||DIRECTOR |