Your Directors have pleasure in presenting the Twenty-Seventh Annual Report on thebusiness and operations of your Company together with the Financial Statements for thefinancial year ended 31st March 2017.
I he financial performance of the Company for the financial year ended 3T!March 2017 is summarized below:
|Particulars ||Year ended 31st March 2017 ||Year ended 31sl March 2016 |
|Sales ||850.58 ||806.84 |
|Other Income ||13.45 ||1.86 |
|Total Revenue ||864.03 ||808.70 |
|Ma n u fac tur i ng/Ope rating Expenses ||849.76 ||778.02 |
|Profit/ (Loss) before Finance Cost & Depreciation ||14.27 ||30.68 |
|Finance Cost ||14.00 ||14.83 |
|Depreciation ||16.34 ||17.33 |
|Net Profit/(Loss) after Finance Cost & Depreciation ||(16.07) ||(1.48) |
|Earnings per Share ||(0.32) ||(0.03) |
REVIEW OF OPERATIONS
During the year under review your Company has earned revenue of Rs. 850.58 lakhs asagainst Rs. 806.84 lakhs in the previous financial year and incurred a loss of Rs. 16.07lakhs as against loss of Rs. 1.48 lakhs in the previous year.
Due to stiff domestic competition and adverse market conditions the company could notrealize better price for its products thereby impacting its margins. In view of the samethe company continued to incur losses during the current financial year. However with theimplementation of the Goods and Service Tax the management expects to realize betterprices for its products and improvement in the financials of the company during thecurrent
For the financial year ended 31st March 2017 there was no transfer made toany reserve of the Company.
1 he Board does not recommend any dividend for the financial year.
EXTRACT OF ANNUAL RETURN
rhe extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure-A"
During the year under review the Board met 6 (Six) times and the gap between twoconsecutive meetings was not more than one hundred and twenty days as provided in section173 of the Companies Act 2013.
I he Independent Directors met on 28.03.2017 and carried out the evaluation of the Non-Independent Directors of the Board.
Your Board has a duly constituted Audit Committee in terms of Section 177 of theCompanies Act 2013 read with the Rules framed thereunder. During the year under reviewthe Committee met 5 (Five) times on the following dates: 30th May 2016 12thAugust 2016 14th November 201614*'1 February 2017 and 28lhMarch 2017.The Audit Committee comprised of Shri San jay Kumar Bagaria Shri NavneetKhemani and Smt. Isha Bagaria Independent Directors of the Company. All therecommendations made by the Audit Committee were accepted by your Board.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(5) of the Companies Act 2013 the directorswould like to state that:
in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 olthe loss of the Company for that period;
the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors had prepared the annual accounts on a going concern basis;
the Directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectivelyand
the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
I'he Company has 3 (Three) Independent directors Shri Navneet Khemani Shri SanjayKumar Bagaria and Smt. lsha Bagaria. The independent directors have given declarationsthat they meet the criteria of independence as laid down under section 149(6) of theCompanies Act 2013.
DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
Pursuant to provisions of Section 178 of the Act the Board has on the recommendationof the Nomination & Remuneration Committee framed a policy for selection andappointment of Directors Senior Management and their remuneration.
lhe remuneration policy inter alia includes the aims and objectives principles ofremuneration guidelines for remuneration to Executive Directors and Non ExecutiveDirectors fixed and variable components in the remuneration package criteria foridentification of the Board Members and appointment of senior management.
l he criteria for identification of the Board Members including determination ofqualification positive attributes independence etc. are summarily given hereunder:
1 he Board Members shall possess appropriate skills qualification characteristicsand experience. The objective is to have a Board with diverse background and experience inbusiness government academics technology human resources social responsibilitiesfinance law etc. and in such other areas as may be considered relevant or desirable toconduct the Company's business in a holistic manner;
Independent Director shall be a person of integrity and possess expertise andexperience and/or someone who the Committee/Board believes will contribute to thegrowth/philosophy/strategy of the Company;
In evaluating the suitability of individual Board members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicssocial perspective educational and professional background and personal achievements;
Directors should possess high level of personal and professional ethics integrityand values. I le should be able to manage the legitimate interest and concern of all theCompany's stakeholders arriving at decisions rather than advancing the interest ofparticular constituency;
Director must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities effectively. He must have the aptitude to critically evaluatemanagement's working as part of a team in an environment of collegiality and trust;
The Committee evaluates each individual with the objective of having a group thatbest enables the success of the Company's business and achieves its objectives.
In terms of the provisions of section 139 of the provisions of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 with respect to mandatoryrotation of Auditor the term of M/s. Dagliya & Co. Chartered Accountants (FRN:00671S) the Statutory Auditors of the company is expiring at conclusion of the ensuingAnnual General Meeting (AGM) of the Company and they are not eligible for re-appointment.In view of the same the Board proposes the appointment of M/s. Agarwal Ankush &Associates Chartered Accountants (FRN: 015125S) as the statutory auditor of the Companyat the ensuring AGM for a period of five consecutive years in place of M/s. Dagliya &Co. Chartered Accountants (FRN: 00671S) the retiring auditors who shall hold officefrom the conclusion of the 27th Annual General Meeting till the conclusion ofthe 32nd Annual General Meeting subject to ratification by members at everyAnnual General Meeting thereon.
The proposed Auditors have confirmed their willingness and eligibility in terms ofprovisions of section 141 and other relevant provisions of the Companies Act 2013 theChartered Accountants Act 1949 and the Rules and Regulations made there under. TheCompany has received written consent of the auditor to the effect that their appointmentif made shall be in accordance with the conditions as prescribed in Rule 4 of theCompanies (Audit and Auditors) Rules 2014. In terms of the provisions of Section 139 ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 theBoard recommends their appointment to the members at the ensuing Annual General Meeting.
The Auditor's Report read together with the Notes on Accounts are self-explanatory andtherefore do not call for any further explanation and comments.
In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard at its meeting held on 28h March 2017 had appointed Shri S. K.Patnaik Practising Company Secretary as the Secretarial Auditor of the Company. TheSecretarial Audit Report for the financial y^ar ended 31s* March 2017 isannexed herewith as "Annexure - B."
SECRETARIAL AUDIT REPORT
In reference to the Secretarial Auditor's observation in his report the Directors wouldlike to state that:
as regard to appointment of Company Secretary the Company is in the lookout for asuitable candidate for the purpose;
in respect of entire promoter shareholding not being in dematerialized form theCompany has already taken necessary initiatives to regularize the matter;
in respect of the status of the Company being shown as "Suspended" by theCalcutta Stock Exchange Ltd. and Bombay Stock Exchange Ltd. the Company has already takennecessary initiatives to regularize the matter.
In respect of non-payment of the listing fees the management is expecting for some
relaxation from the BSE and the same is pending. v
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans or guarantees or madeany investment covered under the provisions of section 186 of the Companies Act 2013 andhence the said provision is not applicable.
RELATED PARI Y TRANSACTIONS
All transactions entered with Related Parties during the financial year were on an arms length basis and were in ordinary course of business and the provision of section 188 ofthe Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.Further there are no materially significant related party transactions during the yearunder review made by the company with Promoters Directors or other designated personwhich may have a potential conflict with the interest of the Company at large.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to energy conservation technology absorption research &development and foreign exchange earnings and outgo as required to be disclosed underSection 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 are annexed hereto as "Annexure - C" and form part ofthis report.
RISK MANAGEMENT POLICY
In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole:
At present the Company has not identified any element of risk which may threaten theexistence*of the Company.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance the Directors individually as well as theevaluation of the working of its various committees. The criteria for evaluation includesfactors such as engagement strategic planning and vision team spirit and consensusbuilding effective leadership domain knowledge management qualities teamworkabilities result/
achievements understanding and awareness motivation/ commitment/ diligenceintegrity/ ethics/values and openness/receptivity.
I'he Independent Directors also carried out the evaluation of the performance of theNon- Independent Directors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Shri Prabha Shankar Lakhotia Director of the Company is dueto retire at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013.
1 he company does not have any Subsidiary Associate and Joint Venture Companies.DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and the Company's future operations.
INTERNAL CONTROL SYSTEMS
i he Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of operations. The system encompasses themajor processes to ensure reliability of financial reporting compliance with policiesprocedures laws and regulations safeguarding of assets and economical and efficient useof
I he Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company's Internal Financial Control system. The Statutory Auditorsof the Company have also reviewed Internal Financial Control system implemented by the
In compliance with the provisions of section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas framed . a Vigil Mechanism Policy to deal with unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics Policy if any.
PARTICULARS OF EMPLOYEES
The Company had no employee during the year ended 31st March 2017 who wasin receipt of remuneration in excess of the limits specified under the Companies Act 2013read with Rule
5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosures required under Section 197(12) and Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as "Annexure -D".
OTHER DISCLOSURE REQUIREMENTS
The disclosures and reporting with respect to issue of equity shares withdifferential rights as to dividend voting or otherwise is not applicable as the Companyhas not issued any shares during the reporting period.
The disclosures and reporting on issue of shares (including sweat equity shares andIssue of Shares under Employees Stock Option Scheme) to employees of the Company under anyscheme are not applicable as the Company has not issued any shares during the reportingperiod.
There is no change in the nature of the business of the Company CORPORATE GOVERNANCE
In terms of circular no. CIR/CFD/POLICY CELL/7/2014 dated 15* September 2014 issued bySEBI Clause 49 of the Listing Agreement and Regulation 15 of the SEB1 (ListingObligations and disclosure Requirements) Regulations 2015 which came into force from lslDecember 2015 are not applicable to the Company.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in the successful performance of the Company during the year.
Date: 14* August 2017
K eg is t erei i Offi cc:
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