The Authorised Share Capital of the Company is Rs.100000000 (Ten Crores) divided into(One Crore Only) Equity Shares of Rs. 10/- (Rupees Ten) each.
The Issued Subscribed and fully paid up Capital of the is Rs.29717000 (Two CroresNinty Seven Lakhs Seventy Thousands Only) divided into (Twenty Nine Lakh Seventy OneThousands Seven Hundred Only) Equity Shares of Rs. 10/- (Rupees Ten) each.
During the year under purview your Company neither enhanced the share capital of theCompany nor reduced the same.
During the financial year as on 31st March 2016 the total reserves of the Companystood at Rs. 3531.7 Lacs. For detailed breakup of reserves see Note no. 3 of Balance Sheetannexed herewith.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March 2016 Mr. C L Sharma Mr. Subhash Chandra Sharma and Mrs.Kanta Devi Arya were the Directors of the Company.
As per the provisions of the Companies Act 2013 Independent Directors are eligible tohold office for a term up to five consecutive years and are eligible for re-appointmentfor the second term on passing special resolutions by the Company. During their tenurethey will not be liable to retire by rotation. The Company has received from all theIndependent Directors consents for their appointment and declarations confirming that theymeet the criteria of independence as envisaged under the Companies Act 2013 and ListingAgreement/SEBI ((Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year under review Six Board Meetings were convened and held on 30/05/201515/08/2015 15/11/2015 15/02/2016 18/03/2016. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
The performance evaluation of the Independent Directors was done by the entire Boardexcluding the Directors being evaluated. The performance evaluation of the Chairman Boardas a whole and the Non-Independent Directors was carried out by the Independent Directors.The Board of Directors expressed their satisfaction with the evaluation process.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY
A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Details of which is mentioned Corporate Governance Report attached to thisreport.
A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
|SERIAL NO. PARTICULARS ||Remarks |
|1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ||As per companies act 2013 and other application regulations. |
|2. The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year || |
|3. The percentage increase in the median remuneration of employees in the financial year || |
|4. The number of permanent employees on the rolls of company || |
|5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration || |
|6. Affirmation that the remuneration is as per the remuneration policy of the company || |
|Particulars ||(Director) |
|Basic Salary ||NIL |
|Perquisites and Contribution to PF and Other Funds || |
|Total || |
M/s. Sameer Grover Chartered Accountant has been appointed as Statutory Auditors ofthe Company by the Board due to casual vacancy at their office.
M/s. OP Yadav & Co. Chartered Accountants have resigned as Statutory Auditors ofthe Company. Pursuant to S. 139(8) of Companies Act 2013 the Board of Directors on therecommendation made by Audit Committee of the Company has appointed in casual vacancySameer Grover Chartered Accountant as Statutory Auditor of the Company subject to theapproval of members in forthcoming Annual General Meeting of the Company.
The company has received consent letter from Sameer Grover Chartered Accountant &his willingness to act as Statutory Auditor of the Company.
As per the terms of provisions of S. 139(8) of Companies Act 2013 Statutory Auditorappointed in Casual Vacancy is required to be approved by members of the Company in aGeneral Meeting held within Three months from the date of their appointment.
Accordingly it is proposed for the members of the Company to approve the appointmentof Sameer Grover Chartered Accountants to act as Statutory Auditors of the Company whereafter their appointment for a term of five years subject to ratification by shareholdersat each annual general meeting of the company.
The Auditors' Report does not contain any adverse remark or qualification hence thesame do not call for further information or explanation. The Notes on Accounts referred toin the Auditors' Report are self-explanatory and therefore do not call for any furthercomments.
SECRETARIAL AUDITOR REPORT
As per provisions of Section 204 of the Act the Board of Directors of the company hasappointed Practicing Company Secretaries as Secretarial Auditors of the Company for thepurpose of compliances of all applicable laws of the Company for the financial year201516. The Secretarial audit report issued by the said auditors in form MR-3 has beenannexed to this report.
INTERNAL AUDITOR INTERNAL AUDIT & CONTROLS
The Company has implemented proper internal audit mechanism and the internal audit isbeing done by the internal auditing department of the Company and the Audit Committee isregularly being apprised of the findings of the Internal Audit Department.
The Audit Committee of Board comprises of Mr. C L Sharma Mr. Subhash Sharma and Mrs.Kanta Devi Arya out of which two are independent Directors. Mr. Subhash Sharma was theChairman of Audit Committee. All members of the Audit Committee possess sufficientknowledge and experience in the field of Finance and Accounts. The Committee compositionis in accordance with the provisions of Companies Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. For details please refer to CorporateGovernance Report attached to this report. The Board has accepted all the recommendationmade by the Audit Committee.
The Auditors' Report contains no adverse remark or qualification.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(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.
PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as 'Annexure II'.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is asper below mentioned details:-
CONSERVATION OF ENERGY:
The Company lays great emphasis on savings in the cost of energy consumption. Achievingreduction in the per unit consumption of energy is an ongoing exercise in the Company;this includes periodical check-ups preventive maintenance and calibration of allelectrical instruments & machineries. Effective measures have been taken to minimizethe loss of energy as far as possible.
Your Company deploys latest updated technologies such as Highway Girders Pipe Racks tothe level of 2800 mm height of beam manufacturing with automatic welding CNC punching& shearing CNC sheet profiling and Multi torch flame cutting. This technologyimplemented by the company is best available in the world in the field of Pre-engineeredBuildings.
|The foreign exchange earning/outgo during the year are as under: || ||(Rs. in lacs) |
| ||Current Year ||Previous Year |
|Foreign Exchange Earning ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
The company does not have any subsidiary.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loansduring the year under review:
|Date of making loan ||Details of Borrower ||Amount ||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 |
| || || ||NA || || || || || |
|Date of providing security/guarantee ||Details of recipient ||Amount ||Purpose for which the security/guarantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commission |
| || || ||NA || || || |
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
The company does not have any subsidiary as on the date.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not required to constitute the CSR committee to formulate implement andmonitor the CSR Policy of the Company.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Company's Shares are listed.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
For Accurate Transformers Limited