Your Directors hereby present their Forty-second Annual Report together with theAudited Statement of Accounts for the year ended March 312017.
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
| ||Rupees ||Rupees |
|Profit/(Loss) before Providing for Interest ||21183542 ||12651496 |
|Less: Interest paid/provided ||5331024 ||5340710 |
|Profit before Exception Items ||15852518 ||(7310786) |
|Exceptional Items ||-18044212 ||- |
|Net Loss for the Year ||(2191694) ||(7310786) |
|Add: Loss brought forward from Previous Year ||(194437184) ||187126398 |
|Loss carried to the Balance Sheet ||196628878 ||194437184 |
The Company has come out of the purview of BIFR vide its order No. 95/1998 dated 13thOctober 2011. However the Company has not been able to revive its activities. TheDirectors expect to commence some business activity in the Company in a short span oftime.
The Directors expect to commence some business activity in the Company in a short spanof time.
Your Directors regret to recommend any dividend on account of the losses incurred bythe Company during the financial year ended on 31st March 2017.
DETAILS OF BOARD MEETINGS
During the year 4 (Four) number of Board meetings were held details of which aregiven below:
|Date of the meeting ||No. of Directors attended the meeting |
|04/05/2016 ||3 (Three) |
|12/08/2016 ||3 (Three) |
|15/11/2016 ||3 (Three) |
|14/02/2017 ||3 (Three) |
Mr. Anil Shankarlal Mittal retires by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment. His required details in briefare as follows:
Mr. Anil Shankarlal Mittal is B. Com. and has about 33 years of business experience.Further he does not have any of the disqualifications as set out under the provisions ofSection 164 of the Companies Act 2013. Mr. Anil Shankarlal Mittal is holding office as aDirector in 19 (Nineteen) other Companies.
Your Directors commend the resolution for his appointment.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of Annual Return isAnnexed as Annexure 1 with this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
a. in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have 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 as at the end of the financial year andof the Loss of the Company for that period;
c. the Directors have 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 have prepared the annual accounts on a going concern basis; and
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate commensurate with theoperqations and size of the Company and those were operating effectively.
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The details of composition of the Committees of the Board of Directors are as under:-
a. AUDIT COMMITTEE
The Company is in the process of appointing Independent Directors and hence the AuditCommittee is also being formed.
The Company's operations are very miniscule and therefore in the opinion of the Boardof Directors the constitution of the Audit Committee may not be serving its desiredpurpose.
However to ensure that commensurate with the size of the operations of the Company itdoes not deviate from compliance of the Legal Provisions for Accounting a separateCommittee is formed to monitor the Accounting Policies with the following Directors as itsMembers viz.:
|Sr. No. ||Name ||Chairman/ Members |
|1. ||Badal Mittal ||Chairman and Director |
|2. ||Anil Mittal ||Director |
During the year under review the Committee met four times on 4th May 2016 12thAugust 2016 15th November 2016 and 14th February 2017.
Pursuant to the requirement of the Act the Company has established vigil mechanism todetect fraud and other irregularities if any.
b. NOMINATION & REMUNERATION COMMITTEE
The Company has constituted the Nomination & Remuneration Committee as required bythe provisions of the Companies Act 2013 comprising the following Directors viz.:
|Sr. No. ||Name ||Chairman/ Members |
|2. ||Anil Mittal ||Chairman and Director |
|3. ||Seema Mittal ||Director |
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
|Sr. No. ||Name ||Chairman/Members |
|1. ||Seema Mittal ||Chairman and Director |
|2. ||Anil Mittal ||Director |
During the year under review the said Committees conducted their Meetings on 4th May2016 12th August 2016 15th November 2016 and 14th February 2017.
INTERNAL FINANCIAL CONTROL
In the opinion of the Board the Company has in place adequate internal financialcontrols commensurate with its size and operations.
In terms of Section 204 of the Act and Rules made there under Mr. Girish G. ParalikarPracticing Company Secretary Pune have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report.The report which is otherwise selfexplanatory has a remark about appointment of theIndependent Directors by the Company.
The Directors would like to state that the Company is in the process of appointingIndependent Directors in compliance with the applicable provisions of Law and ListingAgreement.
PARTICUALRS OF EMPLOYEES
There was no Employee in respect of whom information is required to be disclosed as perPursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended till date.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
During a period under review the Company has not carried out any activities towardsconservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo.Therefore the information under this head may be treated as NIL.
LISTING OF SHARES
The Equity Shares of your Company continue to be listed on Bombay Stock Exchange andyour Company has paid the Annual Listing fee for the year 2016-17. The shares of yourCompany are brought under the compulsory dematerialisation and accordingly the Companyhas entered into Agreement with National Securities Depository Limited (NSDL) and CentralDepository Services of India Limited (CDSL).
At the Annual General Meeting (AGM) held on Saturday the 23 rd day of August 2014M/s. Sunil Adavade & Co. Chartered Accountants Mumbai (Membership Number 109964)were appointed as the Statutory Auditors of the Company for a period of 3 (Three) years.
Their term of appointment gets over in the current year at the conclusion of theensuing Annual General Meeting of the Company and consequently the Company is required toappoint fresh Statutory Auditors.
At the Board Meeting held on 30th May 2017 the Directors considered this matter. Theynoted that M/s. Chartered Accountants Mumbai have offered their services to act as theStatutory Auditors of the Company and have also certified that their appointment if madeshall be in accordance with the provisions of the Law and they are not disqualified frombeing appointed as the Statutory Auditors of the Company.
Accordingly your Directors commend the Resolution for the appointment of M/s.Chartered Accountants Mumbai for a term of Five years from the conclusion of the ensuingAnnual General Meeting till the conclusion of the Annual General Meeting scheduled to beheld in 2022.
The report of the present Statutory Auditors along with Notes to Schedules is attachedwith this Report which is self explanatory in respect of the comments made by them.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
Your Company has not accepted any Deposits from Public in terms of Section 73 and /or74 of the Companies Act 2013.
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
The Company neither has nor has acquired any Subsidiary/Associate/has not entered intoJoint Venture during the period under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
This comprises practices relating to the identification assessment monitoring andmitigation of strategic operational and external environmental risk and to minimizeadverse effects of it. Our risk Management practices seek to sustain and enhance thelong-term competitive advantages of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company is in the process to revive its operations. In light of the same thecontents pertaining to
(a) Industry structure and developments
(b) Opportunities and Threats
(c) Segment-wise or product-wise performance
(e) Risks and concerns
(g) Discussion on financial performance with respect to operational performance and
(h) Material developments in Human Resources/Industrial Relations front includingnumber of people employed are not applicable to the Company on account of the process ofrevival of its operations.
The following is the perception of the Management on the MDA Report for the otherclauses viz.:
The overall outlook although appears to be unfavorable as of today all possibleefforts are being taken for restarting the operations of the Company.
(f) Internal control systems and their adequacy.
The Company has adequate internal control systems commensurate with its operations andincome.
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).
RELATED PARTY TRANSACTIONS
No contracts were entered in to by the Company with any of the Related Parties and thedisclosure under this Clause is NIL.
SEXUAL HARASSMENT POLICY
The Company has in place a Policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal ) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All Employees (PermanentContractual Temporary Trainees) are covered under this Policy. The Company did notreceive any complaint during the Period under review.
Your Directors are grateful to the Financial Institutions and the Bankers for theircontinued support and co-operation. Your Directors also wish to place on record theirappreciation of the services rendered by the Employees at all levels.
For and on behalf of the Board of Directors
Chairman and Managing Director
M.I.D.C. Paithan District .
Aurangabad: 431 148
Date: 30th May 2017.