We have pleasure in presenting the 45th Annual Report of the Company along with theaudited statement of accounts for the year ended 31st March 2018. The financial resultsfor the year are shown below. There is a net loss mainly due to high interest burden.
1. Financial Results:
Standalone financial results as per Ind AS.
| || ||(Rs. In Million) |
| ||As at March 31 2018 ||As at March 31 2017 |
|Gross Income ||72.81 ||207.07 |
|Profit/(Loss) before Interest Depreciation & Taxation ||(96.94) ||(439.78) |
|Interest ||0.05 ||0.16 |
|Gross Profit ||(96.89) ||(439.62) |
|Provision for Depreciation ||46.66 ||46.66 |
|Profit/(Loss) before Tax ||(50.23) ||(392.96) |
|Less: Exceptional Items ||- ||- |
|Deferred Tax Credit ||- ||- |
|Profit/(Loss) After Tax ||(50.23) ||(392.96) |
|Net Profit/(Loss) for the period ||(50.23) ||(392.96) |
2. Share Capital
During the year there was no change in the Company's issued subscribed and paid-upequity share capital. On March 31 2018 it stood at Rs. 610243700 represented by7525500 equity shares of Rs.1/- each and 6027182 Preference Shares pf Rs. 100/- Each.
3. Overview of Company's Financial Performance:
The operations were also adversely affected due to poor market conditions.
In view of the current year's carried forward losses your Directors do not recommendany dividend for the year.
5. Transfer to Reserves:
The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2018.
6. Report On Performance of Subsidiaries Associates and Joint VentureCompanies:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
7. Corporate Governance:
Your Company has complied with the requirements of SEBI Listing obligation anddisclosure requirement. (LODR) Regulations 2015 regarding Corporate Governance. A reporton the Corporate Governance practices the Certificate on compliance of mandatoryrequirements thereof are given as an annexure to this report.
8. Public Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and assuch no amount of principal or interest was outstanding as at the end of the year and thequestion of non-compliance of the same does not arise.
9. Board of Directors and Key Managerial Personnel Directors:
The Company has received necessary declaration from each of the independent directorsunder Section 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. RakeshkumarAgarwal Bansal (DIN 00244328) retires by rotation as Director at the ensuing AnnualGeneral Meeting and being eligible offers himself for the re-appointment. The Boardrecommends his re-appointment.
There were no changes in the Key Managerial Personnel of the Company during the year.
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structured questionnaireeach for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non-independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
10. Board meetings:
During the financial year ended March 31 2018 Seven (7) meetings of the Board ofDirectors were held and the maximum time gap between two (2) meetings did not exceed onehundred and twenty days.
The details regarding composition number of board meetings held and attendance of theDirectors during FY 2017-18 are set out in the Report on Corporate Governance which formspart of this Integrated Report
11. Material Changes and Commitments If any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements Relate and the Date of the Report:
a. The company had availed credit facilities from various Banks in respect of whichrecovery proceedings had been initiated in FY 13-14.
b. The company entered into One Time Settlement (OTS) with State Bank of India andpaid part of the amount from OTS agreed with State Bank of India. The OTS could not becompleted due to the Order of Hon'ble Bench of DRT in relation to disposal of securitiesand apportioning of sale proceeds.
c. The company filed application before Hon'ble Bench of NCLT Ahmedabad undersection 10 of Insolvency and Bankruptcy Code 2016 for commencement of insolvencyproceedings on 10.10.2017. The application was admitted by Hon'ble Authority on 11.01.2018(Petition No. C.P.148/10/NCLT/AHM/2017).
d. Mr. Devendra Padamchand Jain had been appointed by Hon'ble AdjudicatingAuthority as Interim Resolution Professional. The Committee of Creditors confirmed thename of Mr. Devendra Padamchand Jain as Resolution Professional.
e. The Resolution Professional invited claim by way of Public announcements fromfinancial creditors operational creditors and others and constituted Committee ofCreditors for completion of insolvency proceedings. Upon the recommendation of Committeeof Creditors Resolution Professional had filed application on 12th July 2018 videApplication No. IA 257/2018 before NCLT Ahmedabad relating to extension for a period of 90as per Section 12 (2) of Insolvency and bankruptcy Code 2016 read with Regulation 40 ofIBBI (Insolvency resolution Process for Corporate Person) Regulations 2016. Hon'ble Benchof NCLT had granted the same and passed Order dated 13th July 2018 which was received on30th July 2018. Accordingly the time line for Completion of CIRP will end on 28.10.2018after taken into consideration of extension of 90 days beyond 180 days.
f. Under Section 17(b) of Insolvency and Bankruptcy Code 2016 the power of theBoard of Directors of the Company stand suspended and are being exercised by theResolution Professional w.e.f date of admission of case for commencement of insolvencyproceedings under section 10 of the Code by Hon'ble Adjudicating Authority (NCLTAhmedabad) on 11.01.2018 and all operations of the Company are made in compliance of theprovisions of the Code. The Financial Statements are also signed in compliance ofdirections given by Resolution professionals.
g. The financial results of the company have been approved by ResolutionProfessional while discharging the power of Board of Directors of the company which havebeen conferred upon him in terms of the provision under section 17 of the Insolvency andBankruptcy Code 2016. The results have been audited by statutory auditors. Whileapproving the financial results the Resolution Professional is also relied on thecertification representation and statement made by Key Managerial personnel and Directors(presently suspended) to the company. The financial statement has been also signed byDirectors on the directions of Resolution Professional.
h. Directors' Responsibility Statement:
Your Directors hereby confirm and declare that: a) that in the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b) that the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2018 and its loss for the year ended on that date; c) that theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d) that theDirectors have prepared the annual accounts on a going concern basis; e) that propersystems to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively; and f) that proper internal financial controlslaid down by the Directors were followed by the Company and such internal financialcontrols are adequate and were operating effectively.
i. Management Discussion and Analysis
A detailed report on the Management Discussion & Analysis is provided as a separatesection in the Annual Report
Pursuant to Section 139 and other applicable provisions if any of the Companies Act2013 read with Companies (Audit & Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and otherapplicable rules if any M/s. Agarwal Desai and Shah Chartered Accountants (FirmRegistration No.124850W) as Statutory Auditors of the Company for a term of five yearsfrom the conclusion of the Forty-third Annual General Meeting till the conclusion of theForty-eighth Annual General Meeting.
The Board has duly examined the Statutory Auditor's Report on the Standalone FinancialStatements of the Company for the financial year ended March 31 2018 by M/s. AgarwalDesai and Shah Chartered Accountants which is self-explanatory. The report does notcontain any observations disclaimer qualification or adverse remarks. Further no fraudhas been reported by the Statutory Auditors' in terms of Section 143(12) of the CompaniesAct 2013 during the year.
Secretarial Auditor & their Report
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 CS Ankita Jasrapuria Company Secretaries in Practice (CP No. 20127 M. No.38477) to undertake the Secretarial Audit of the Company for the year ending 31st March2019. The Secretarial Audit Report for the year ended 31st March 2018 is annexed herewithas Annexure A' to this Report. The Secretarial Audit Report does not contain anyadverse qualification reservation or remark.
k. Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexurexB" to this report.
l. Related Party Transactions:
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS18) has been made in the notes to the Financial Statements. AllRelated Party Transactions are placed before the Audit Committee. Prior omnibus approvalof the Audit Committee is obtained on a yearly basis for the transactions which are of aforeseen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement giving details of all related partytransactions is placed before the Audit Committee for their approval on a quarterlybasis. The policy on Related Party Transactions as approved by the Board has been uploadedon the Company's website. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company
m. Risk Management Policy:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
n. Vigil Mechanism Policy for the Directors and Employees:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee.
o. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:
Your Company has not consumed energy of any significant level and accordingly noadditional investment was made for reduction of energy consumption during the year underreview. Considering the nature of activities undertaken by your Company no comment ismade on technology absorption. There has been no foreign earnings or outgo during the yearunder review.
p. Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
q. Policy for Prevention of Sexual Harassment in The Company:
The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. Pursuant toSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013and rules made thereunder the Company has a Policy for prevention of Sexual Harassment inthe Company. (All employees (permanent contractual temporary and trainees) are coveredunder this policy.
r. Internal Financial Control:
The Company has in place internal financial control systems commensurate with the sizeand complexity of its operations to ensure proper recording of financial and monitoringof operational effectiveness and compliance of various regulatory and statutoryrequirements. The internal auditor monitors and evaluates the efficacy and adequacy ofinternal control systems in the Company. Based on the report of the internal auditorrespective departments undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
s. Disclosure of Orders Passed by Regulators or Courts or Tribunal:
The company filed application before Hon'ble Bench of NCLT Ahmedabad under section 10of Insolvency and Bankruptcy Code 2016 for commencement of insolvency proceedings on10.10.2017. The application was admitted by Hon'ble Authority on 11.01.2018 (Petition No.C.P.148/10/NCLT/AHM/2017).
t. Disclosure Under Section 43(A)(Ii) section 54(1)(d) & Section 62(1)(B) of TheCompanies Act 2013:
The Company has not issued any shares with differential rights any sweat equity sharesand any equity shares under Employees Stock Option Scheme and hence no information as perprovisions of Section 43(A)(Ii) section 54(1)(d) & Section 62(1)(B) of the Act readwith Rules of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company's well being.
|Mumbai August 14 2018 ||For and on behalf of the Board |
|Regd. Office: || |
|Unit No. 611 ||Hiren Chandrakant Oza |
|Skylon Co-operative Housing Society ||Chairman |
|GIDC Char RastaVapi-396195 || |