The Directors have pleasure in presenting the Twenty Second Annual Report of theCompany together with its Audited Statement of Profit and Loss for the year ended 31stMarch 2016 and the Balance Sheet as on that date :
| ||2015-2016 ||2014-2015 |
| ||Rs. ||Rs. |
|Gross Receipts ||8153726 ||6374962 |
|Less : Administration and other Expenses ||4164718 ||2247756 |
|Profit before Depreciation and taxation ||3989008 ||4127206 |
|Depreciation ||2009880 ||2166283 |
|Profit after Depredation and before taxation ||1979128 ||1960923 |
|Less : Prior Period Items ||1198152 || |
|Less : Provision for taxation || ||360000 |
| ||780976 ||1600923 |
|Add : Balance brought forward from earlier year ||(62157695) ||(63758618) |
|Balance earned to Balance Sheet ||(61376719) ||(62157696) |
BUSINESS PERFORMANCE REVIEW
During the year your Company has taken a consdous dedsion of keeping the businessactivities production and distribution on a low key in the light of global recessionwhich continues to hamper the world even though impact on our economy is not significant.
As a result of lack of operation of business your Company has made profits out of theother Income being Rs.780976. However the Director's are exploring avenues to achievesustainable and profitable growth of your Company.
The paid up Equity Share Capital as at March 31 2016 stood at Rs.108635150/-.During the year under review the Company had not issued share with differential votingright nor has . granted any stock option or sweat equity.
Total Income for the year ended 31st March 2016 earned by your Company is Rs.8153726against Rs.6374962 for the year ended 31st March 2015 due to increase in rentalcharges.
ADMINISTRATION FINANCE AND OTHER EXPENSES
Administration and other expenses were incurred in the normal course of business forthe year ended 31st March 2016 at Rs.4164718 as against Rs.2247756 for the year ended31st March 2015.
Finance costs included above for the period 2015-16 is interest of Rs.225487 asagainst Rs.52419 for the period 2014-15. The increase is due to interest on Service Taxand interest to BSE.
Depreciation was charged at normal rates for the year end at Rs.2009880 as comparedto Rs.2166283.
PROFIT BEFORE TAXATION & PRIOR PERIOD ITEMS
Profit before Tax & Prior Period Items at Rs.1979128 was higher than the previousyear by 0.93% appx.
The Profit after Tax for the year was Rs.780976/- as compared to the previous year'sProfit of Rs.1600923 and then combined with balances brought forward from previous yearsis carried over to the Balance Sheet.
The Board has not recommended any dividend for the financial year under review. Duringthe year under review no amount from profit was transferred to General reserve.
Total borrowings include loans and advances from Related parties that have"Nil" balance during the current year as against Rs.293435 for the year ended31st March 2015.
The loans and advances from Related parties were repaid during the year.
Your Company has not accepted any public deposit during the year under review.
The Current Liabilities for the year under review includes Bank Overdraft ofRs.1905898 Security Deposit amounting to Rs.1500000 amount payable to RevenueAuthorities Rs.120000 and Provisions made for the expenses at Rs.852489 details ofwhich are given in the notes to the Financial Statements.
There are no Trade payables as compared to the previous year since the Company has madeall the payments before the year end.
CAPITAL EXPENDITURE ON FIXED ASSETS
During the year under review the Company has not incurred any amount towards Capitalexpenditure.
The Non-Current Investments are made in Mutual Funds which stand at Rs.8294216 forthe year ended 31st March 2016 (1006468 units fully paid) as against Rs.5656328 forthe year ended 31st March 2015 (565633 units fully paid).
The investments have increased due to purchase of Mutual Fund units.
LONG TERM LOANS AND ADVANCES
Loan from Systematic Steel Industries Ltd. of last year has been converted into advancegiven to it due to excess repayment of Rs.24669.
For the year under review the Company has no Inventory.
The Trade Receivables all unsecured but considered good stand at Rs.1155312 asagainst Rs.704750 since credits have been given during the year.
The Short term Loans and Advances stand at Rs.261100 for the year ended 31st March2016 as against Rs.244082 for the year ended 31st March 2015.
The Company's TDS has been deducted on Rental Income and F.D. Interest and Provisionfor Taxation made for the year under review. The amount varies due to government policiesand increase in rates of taxes.
CORPORATE SOCIAL RESPONSIBILITY
The .Company believes in its sense of social responsibility towards the community andenvironment and monitors the business to ensure its active compliance. The detailed policyfollowed by the Company is available at the Registered office.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System Commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit Function iswell defined in the organization. To maintain its objectivity and independence theInternal Audit Function reports to the Board of Directors.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy to provide a mechanism for theDirectors and employees to report genuine concern about any unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in Form MGT-9 has not beenattached but filed with the registrar.
The Company has not formed any such Committee.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There were no materialitysignificant transactions with related parties entered into by the Company during the yearunder review.
The Company has not constituted any such committee since not mandatory.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
There were no Subsidiaries Joint ventures or Associates of the Company for the yearunder review.
The Company has not made any right issues during the year.
The Company has not issued any kind of Debentures during the year.
RECENT INITIATIVES AND FUTURE PROSPECTS
The Company closed the production and the factory premise has been given on rent. Ifthe Market stabilized and if the opportunities come the Management of the Company willrestart business operations.
In accordance of the Act and the Article of Association of the Company Mr. RajendraAgrawal and Mr. Subhash Mittal Directors of the Company will retire by rotation in theAnnual General Meeting and are eligible to offer themselves for re-appointment.
No retirements/resignations of Directors took place during the year under review.
During the year under review 5 Board Meetings were held and the intervening gapbetween the meetings did not exceed the period prescribed under the Act. The details ofwhich are given in the Corporate Governance Report.
The Company has adopted the governance guidelines which inter alia cover aspectsrelated to composition and role of the board chairman and directors board diversitydefinition of independence director's term retirement age and committees of the board italso covers aspects relating to nomination appointment induction and development ofdirectors director's remuneration subsidiary oversight code of conduct boardeffectiveness review and mandates of board committees.
a) Board Evaluation
The Board of Directors has carried out an annual evaluation of its performance boardcommittee and individual directors pursuant to the provision of the act and the corporategovernance requirement as prescribed by SEBI as per clause 49 of the listing agreement.The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness of board processes information and functioning etc.
b) Appointment of Directors and criteria for determining qualification positiveattributes independence of a Director.
A transparent Board nomination process is in place that encourages diversity ofthought experience knowledge perspective age and gender. It is ensured that the mix ofmembers with different educational qualifications and experience related to the Company'sbusiness. The Directors do not have any pecuniary relationship with the Company.
The Directors maintain an arms length relationship between themselves and the employeesof the Company.
The Directors do not have any subject of proved allegations of illegal or unethicalbehaviour in their private or professional life.
c) Remuneration Policy *'
The Company has adopted a Remuneration policy for the Directors KMP's and otheremployees pursuant to the provision of the Act and Clause 49 of the listing agreement. TheKey principles are :
The Directors may be paid sitting fees for attending the meetings of the board and ofcommittees of which they may be members and receive commission within regulatory limits.
Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company.
Remuneration paid should be reflective of the size of the Company complexity of thesector/industry/Company's operations and Company's capacity to pay the remuneration and beconsistent with recognised with best practices.
The remuneration payable to the Directors shall be inclusive of any remunerationpayable for services rendered in any other capacity unless the services rendered are of aprofessional nature.
No remuneration was paid to the Directors during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS
During the year under review no significant material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Companyoperations.
At the Annual General Meeting the members will be requested to ratify the reappointmentof G. R. Modi and Co. (FRN 112617W) Chartered Accountants Mumbai as Statutory Auditorsof the Company for the current year and authorise the Board of Directors to fix theirremuneration. The report of the Statutory Auditor along with the notes to schedules isenclosed to this report and does not contain any qualification reservation adverseremark or disclaimer.
Secretarial audit has been attached alongwith the Annual Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
No Foreign Exchange earnings or Outgo during the year under review.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has no activity relating to Conservation of Energy Technology Absorption.
PARTICULARS OF EMPLOYEES HUMAN RESOURCES
Since the Company did not employ persons drawing remuneration in excess of Rs.500000per month or Rs.6000000 per annum the particulars of employees as per requirements ofsection 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagement Personnel) Rules 2014 are not applicable.
Disclosure as per Sexual Harassment of Women at Work Place (prevention Prohibition andRedressal) Act 2013
The Company has zero tolerance for Sexual Harassment at its work place and has adopteda policy on prevention prohibition and redressal of sexual harassment at the work placein line with the provisions of The Sexual Harassment of Women at Work Place (PreventionProhibition).