The Members of
Baroda Extrusion Limited
Your Directors have pleasure in presenting the 28th Director's Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2019.
|FINANCIAL HIGHLIGHTS || ||(Amount in Rs.) |
|Particulars ||Year ended on 31- 3-2019 ||Year ended on 31-3-2018 |
|Revenue from Operations & Other Income ||512693320 ||305570606 |
|Less: Total Expenditure ||528087634 ||316354621 |
|OPERATING PROFIT ||(15394314) ||(10784015) |
|Less: Finance Costs ||737421 ||44864 |
|GROSS PROFIT/LOSS FOR THE YEAR ||(16131735) ||(10828879) |
|Less: Depreciation and Amortization expense ||655593 ||818950 |
|PROFIT/LOSS FOR THE YEAR ||(16787328) ||(11647829) |
|Less: Provision for Taxation ||0 ||0 |
|Less: Deferred Tax Liability ||0 ||181951 |
|Less: Prior period items ||(271617) ||0 |
|PROFT/LOSS FOR THE FINANCIAL YEAR ||(16515711) ||(11829780) |
|OTHER COMPREHENSIVE INCOME/LOSS ||0 ||0 |
|TOTAL COMPREHENSIVE INCOME / LOSS ||(16515711) ||(11829780) |
|EARNING PER SHARE ||(0.11) ||(0.08) |
COMPANY'S PERFORMANCE OVERVIEW
The overall economic scenario during financial year 2018-19 was robust and the IndianMetal Sector has also witnessed an encouraging growth over the last few years driven byincreased investments in infrastructure and industrial capacities. The growth of the MetalSector is an important barometer of the country's progress and trends appear to thepositive. Your Company achieved an enhanced sales turnover of Rs. 5196.93 lakhs as againstRs. 3055.70 lakhs during the previous year and earned a Net Loss after Tax of Rs. 165.15lakhs as against Rs. 118.29 lakhs during the previous year. Your Directors attribute thisimproved performance apart from the external factors to various steps taken by theManagement in multiple facets of the business viz. production processes improvedplanning focus on timely delivery and better marketing coverage. The improvement in theeconomic outlook for the Copper sector which is the key customer segment of your Companyalso enhances the optimum for the coming years.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(3) read with Schedule V(B) of the Listing Regulations theReport on Management Discussion and Analysis is annexed hereto and forms part of thisReport.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31st March 2019 the Company has not transferred anyamount to General Reserve Account.
The Board of Directors of your Company after considering the relevant circumstanceshas decided that it would be prudent not to make any dividend payment for the year underreview at this stage. The Directors may consider the payment of dividend during the courseof the year.
MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
An extract of the Annual Return for the financial year 2018-19 in Form MGT-9 pursuantto the provisions of Section 92 of the Act read with Rule 12 of the Companies (Managementand Administration) Rules 2014 as required under Section 134 of the Act is annexed heretoand forms part of this Report. Also Annual Return for the financial year 2017-18 has beenuploaded on the Company's website: www.barodaextrusion.com in Investors Guide/ AnnualReturn u/s 92 of the Companies Act 2013 in accordance with the provisions of Section 134of the Act.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of the Companies Act 2013 Mr. Parasmal Kanugo whoretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Company has received declaration from the all theIndependent Directors of the Company confirming that they meet criteria of independence asprescribed under section 149(6) of the Companies Act 2013.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the Financial Year2018-19
|SN ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||30-05-2018 ||3 ||3 |
|2 ||11-08-2018 ||3 ||3 |
|3 ||14-11-2018 ||3 ||3 |
|4 ||08-02-2019 ||3 ||3 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(C) read with 134(5) of the Companies Act 2013 the Board ofDirectors of the Company confirms 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.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) of the Act and Regulation 16(1)(b) of theListing Regulations your Company has received individual declarations from all theIndependent Directors confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and the Rules made there under. The IndependentDirectors have also confirmed that there has been no change in the circumstances which mayaffect their status as Independent director and they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge duties with an objective independent judgment and without anyexternal influence and that they are independent of the management. A Statement by theManaging Director regarding the said affirmation by the Independent Directors is annexedhereto and forms part of this Report.
STATUTORY AUDITORS AND INDEPENDENT AUDITORS' REPORT
The Auditor's report given by M/s. Parikh shah chotaliya & Associates StatutoryAuditors on the Financial Statements of your Company for the year ended March 31 2019forms part of the Annual Report. There is no qualification reservation or adverse remarkor any disclaimer in their Report. In accordance with the Section 40 of the Companies(Amendment) Act 2017 (corresponding to Section 139 of the Act) the requirement ofratification of the appointment of the Statutory Auditor in every Annual General Meetingof the Company during the tenure of appointment has been dispensed with. Hence the matterhas not been placed as an agenda item in the AGM Notice for the approval of theshareholders.
REPORTING OF FRAUDS
There have been no frauds reported under sub-section (12) of Section 143 of the Actduring the financial year under review to the Audit Committee or the Board of Directors.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Company has appointed M/s. Malay Shah and Associates Practising CompanySecretaries (C P No. 12820) as the Secretarial Auditors for the financial year 2018-19 inaccordance with Section 204 of the Act. The Report on Secretarial Audit for the financialyear 2018-19 in Form MR-3 is annexed hereto and forms part of this Report. There is noqualification reservation or adverse remark or any disclaimer in the said Report. Interms of Section 204 of the Act on the recommendation of the Audit Committee the Boardhas appointed Mr. Malay Shah (C P No. 12820) proprietor of M/s.Malay Shah and AssociatesPracticing Company Secretaries as the Secretarial Auditors for the financial year2019-20. The Company has received the consent for the said appointment.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING
The Directors of your Company confirm that the applicable Secretarial Standardsprescribed for the Board and General Meetings by the Institute of Company Secretaries ofIndia and notified by the Central Government have been complied with during the financialyear under review. The Company has also voluntarily adopted other applicable SecretarialStandards issued and made effective by the Institute of Company Secretaries of India.
CA Nirav Shah Chartered Accountants (Member Registration No.155725) have conducted theinternal audit of your Company for the financial year 2018-19.
COST RECORDS AND AUDIT
Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit)Rules 2014 your Company has duly maintained the cost records as prescribed. During theyear under review audit of the Cost Records is not prescribed or mandatory.
COMMITTEES OF THE BOARD
The Board of Directors has constituted following Committees: 1. Audit Committee 2.Stakeholders Relationship Committee 3. Nomination and Remuneration Committee
The details related to the composition of the Board of the Company and the Committeesformed by it and meetings conducted during the year under review are given in theCorporate Governance Report annexed hereto forming part of this Report.
LOANS GUARANTEES AND INVESTMENTS
The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2019:
Company has not entered into any transaction covered under Section 186 of CompaniesAct 2013
RELATED PARTY TRANSACTIONS
The Company is required to enter into various Related Parties Transactions as definedunder Section 188 of the Companies Act 2013 with related parties as defined under Section2 (76) of the said Act. Further all the necessary details of transaction entered with therelated parties are shown in notes forming part of financial statement for the year endedas on 31st March 2019 for your kind perusal and information. The Company has not enteredinto any new contract or agreement under section 188 of Companies Act 2013 in financialyear 2018-19 and hence the provisions of Section 134(3)(h) is not attracted and has notprepared Form No. Aoc-2.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
REPORT ON CORPORATE GOVERNANCE
Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Report onCorporate Governance is annexed hereto and forms part of this Report. Your Company iscommitted to transparency in all its dealings and places high emphasis on business ethics.The requisite Compliance Certificate as required under Part E of Schedule V of the ListingRegulations issued by Mr. Malay Shah (C P No. 12820) proprietor of M/s. Malay Shah &Associates Secretarial Auditor of the Company Mumbai pertaining to the compliance of theconditions of Corporate Governance is also annexed hereto which forms part of thisReport.
PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
|SN ||NAME AND ADDRESS OF THE COMPANY ||CIN/GLN ||HOLDING/ SUBSIDIARY/ ASSOCIATE ||% of shares held |
|1. ||NIL || || || |
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Companies Meeting of Board & its powers Rules 2014 Company has formulated VigilMechanism and the same is available on web site of Company www.barodaextrusion.com
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.
The Company supports and pursues the ''Green Initiative'' of the Ministry of CorporateAffairs Government of India. The Company has effected electronic delivery of Notice ofAnnual General Meeting and Annual Report to those Members whose e-mail IDs are registeredwith the Company / Depository Participants. The Companies Act 2013 and the underlyingrules as well as Regulation 36 of BEL Annual Report 2018-19 Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 permit thedissemination of financial statements and annual report in electronic mode to the Members.For members who have not registered their email addresses physical copies are sent in thepermitted mode. Your Directors are thankful to the Members for actively participating inthe Green Initiative and seek your continued support for implementation of the greeninitiative
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
| ||For and on behalf of Board of Directors |
| ||Of M/s BARODA EXTRUSION LIMITED |
|Date: 30th May2019 ||Sd/- |
|Place: - Vadodara ||Parasmal Kanugo |
| ||Chairman |
| ||DIN: 00920021 |