The Members of
Baroda Extrusion Limited
Your Directors have pleasure in presenting the 30thDirector's Report of your Company together with the Audited Statement of Accounts andthe Auditors' Report of your company for the financial year ended 31st March 2021.
|1. FINANCIAL HIGHLIGHTS || ||(Amount in Rs. Lacs) |
|Particulars ||Year ended on 31-3-2021 ||Year ended on 31-3-2020 |
|Revenue from Operations & Other Income ||5233.40 ||5224.85 |
|Less: Total Expenditure ||5233.92 ||7287.39 |
|OPERATING PROFIT ||(0.52) ||(2062.54) |
|Less: Finance Costs ||1.67 ||17.61 |
|GROSS PROFIT/LOSS FOR THE YEAR ||(2.19) ||(2080.15) |
|Less: Depreciation and Amortization expense ||7.51 ||7.49 |
|PROFIT/LOSS FOR THE YEAR ||(9.70) ||(2087.65) |
|Less: Provision for Taxation ||0 ||0 |
|Add: Deferred Tax Assets ||0.10 ||527.08 |
|Less: Prior period items(Credit) ||0 ||0 |
|PROFT/LOSSFOR THE FINANCIAL YEAR ||(9.60) ||(1560.57) |
|OTHER COMPREHENSIVE INCOME/LOSS ||(0.50) ||(1.53) |
|TOTAL COMPREHENSIVE INCOME / LOSS ||(10.10) ||(1562.09) |
|EARNING PER SHARE ||(0.01) ||(104) |
2. OPERATIONAL REVIEW
The financial year 2020-21was going very good for the copper industryfor most of the year. However the year ended on a weaker note as a result of COVID-19pandemic restricting the positive momentum in overall sales which resulted in overall lossof sales and revenues against last year.
In the above situation during the year your Company registered netsales amount of Rs.5233.40 lakhs as against Rs. 5224.85 lakhs of the previous year.
The loss before tax in the year stood at Rs.9.70 lakhs as against Rs.2087.65 lakhs in the last year.
IN PANDEMIC SITUATION OF COVID - 19
The COVID-19 pandemic developed rapidly into a global crisis forcinggovernments to enforce lock-downs of all economic activity causing disturbance andslowdown in the economic activities worldwide and impacted business by interruption insupply and demand chains unavailability of personnel closure of production facilitiesand offices and also posed unforeseen challenges before business. Further the Company iscommitted to its employees and is therefore also considering and continues work to someextent even post achieving the normal situation. The Company has started its manufacturingoperations from 5th April 2020 partially with limited staff and workers and following allthe precautionary measures strictly for safety of employees as per the guidelines issuedby Government and local authorities from time to time such as social distancing normssanitization wearing of masks hand washing thermal scanning of employees etc and isincreasing its operational capacity as per market demand and orders received fromcustomers.
The Company's focus on liquidity supported by a strong balance sheetand acceleration in cost optimization initiatives and would help in navigating anynear-term challenges in the demand environment. Considering the ongoing discussions withthe vendors and customers the Company is positive about the future and is confident ofrestoring to its full operational capacity and smooth operations.
3. TRANSFER TO RESERVES
The Director do not transfer any amount to General Reserve Account forthe year ended 31st March 2021.
The Board of Directors of your Company in view of the loss hasdecided not to declare any dividend for the year under review.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report in compliance withRegulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") forms anintegral part of this report.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
Other than the ongoing Covid-19 situation as mentioned earlier in thisReport there have been no other material changes and commitments 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 this report. There hasbeen no change in the nature of business of the Company.
7. CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the applicable provisions of the Companies Act 2013 readwith the rules issued thereunder Consolidated Financial Statements is not applicable tothe Company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 149 152 and other applicable provisions of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 Mr. Parasmal Kanugo who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as laid downin Section 149(6) of the Companies Act 2013 along with Rules framed there under andRegulation 16(1)(b) of the SEBI Listing Regulations and also that they have registeredthemselves with the Independent Director's database maintained by the Indian Institute ofCorporate Affairs (IICA) in terms of
Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014. There has been no change in the circumstances affecting their status asindependent directors of the Company.
During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses incurred by them for the purpose of attending meetingsof the Board / Committees of the Company.
9. MEETINGS OF THE BOARD OF DIRECTORS
Five(5) meetings of the Board of Directors were held during thefinancial year under review. The details of the meetings of the Board and its Committeesheld during the year under review are stated in the Corporate Governance Report whichforms part of this report.
10. AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of therequirements of the Companies Act 2013. The details relating to the same are given in theCorporate Governance report forming part of this Report. The Board has accepted allrecommendations made by the Audit Committee during the year.
11. COMMITTEES OF THE BOARD
The Board of Directors has constituted following Committees:
1. Stakeholders Relationship Committee
2. Nomination and Remuneration Committee
The details related to the composition of the Board of the Company andthe Committees formed by it and meetings conducted during the year under review are givenin the Corporate Governance Report annexed hereto forming part of this Report.
12. FAMILIARISATION PROGRAMME
In compliance with the requirement of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a familiarizationprogram for Independent Directors to familiarize them with the working of the Companynature of the industry in which the Company operates business model of the Company theirroles rights and responsibilities vis-a-vis the Company etc. Details of theFamiliarization Programme are explained in the Corporate Governance Report and is alsoavailable on the Company's website atwww.barodaextrusion.com under investor tab.
13. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and theListing Regulations the Board in consultation with the Nomination& RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and individual Directorsincluding Independent Directors. The framework is monitored reviewed and updated by theBoard in consultation with the Nomination and Remuneration Committee based on need andnew compliance requirements.
The annual performance evaluation of the Board its Committees and eachDirector has been carried out for the financial year 2020-21 in accordance with theframework. The details of evaluation process of the Board its Committees and ofindividual Directors including Independent Directors have been provided under theCorporate Governance Report which forms part of this Report.
14. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY
The Company has formulated and adopted the Nomination and RemunerationPolicy in accordance with the provisions of Companies Act 2013 read with the Rules issuedthere under and the Listing Regulations. The policy defines the criteria for the selectionof candidates for appointment as Directors Key Managerial Personnel and senior managementpositions. The relevant information has been disclosed in the Corporate Governance reportwhich forms part of this report.
The remuneration paid to the Directors is in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations as amended from time totime
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 theDirector's Responsibility Statement the Company confirms that:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a "goingconcern basis"; and
(e) The directors of the company had laid down internal financialcontrols to be followed by the company to achieve adequacy and effectiveness in suchinternal financial controls for the coming financial year.
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
16. CORPORATE GOVERNANCE
As per requirement of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
(Hereinafter referred as "Listing Regulations") a separatesection on corporate governance practices followed by the Company together with acertificate from the Company Secretary in Practice confirming compliances forms anintegral part of this Report.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FormMGT- 9 are annexed herewith. (Ref. "Annexure-I")
18. VIGIL MECHANISM / WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism for Directors andemployees and the same has been Communicated to the Directors and employees of theCompany. The vigil mechanism policy / whistle blower policy is also posted on the websiteof the Company.
19. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 ofthe Companies Act 2013 the CSR Policy is not applicable to the company.
20. RISK MANAGEMENT
The Company has framed a risk management policy containing the elementsof various risks and Implementation strategy to mitigate those risks. The risk managementframework is reviewed periodically by the Board.
21. AUDIT AND AUDITORS REPORT
a) Statutory Auditors
In accordance with the provisions of the Companies Act 2013 M/s.Maloo Bhatt & Co. Chartered Accountants (Firm Registration No - 129572W) wereappointed as Statutory Auditors of the Company for a period of 5 years i.e. up to theconclusion of 33rd Annual General Meeting to be held for the adoption of accounts for thefinancial year ending March 31 2024. As the Companies (Amendment) Act 2017 has done awaywith the requirement of ratification at every Annual General Meeting no ratification forthe appointment is required. There is no qualification or adverse remark in Auditors'report.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014TheCompany has appointed M/s. Swati Bhatt & Co. Practising Company Secretaries (C P No.8004) as the Secretarial Auditors for the financial year 2020-21.There is no qualificationor adverse remark in their report. The Report of the Secretarial Auditor is annexedherewith. (Ref. "Annexure-III")
c) Internal Auditors
Pursuant to the provision of section 138 and other applicableprovision if any of the Companies Act 2013 read with the underlying rules viz. Companies(Audit and auditors) Rules 2014 as may be applicable the retiring auditors M/s Surti& Talati Chartered Accountants (ICAI Firm Registration no. 114924W) be appointed asInternal auditors of the company to hold office for the financial year 2020-21 subject toratification of the appointment at every year at a remuneration (including term ofpayment) to be fixed by the board of Direction of the company. CA Mehul Talati CharteredAccountants (Member Registration No.113915) have conducted the internal audit of yourCompany and given Internal Audit Report for the financial year 2020-21.
d) Cost Auditor
M/s. Divyesh Vagadiya & Associates Cost Accountants (FirmRegistration No.102628) have been appointed to conduct Cost Audit of the Company for theyear ending 31 March 2021. Pursuant to the provisions of Section 148(3) of the Act readwith the Companies (Audit and Auditors) Rules 2014 members are requested to consider theratification of the remuneration payable to M/s. Divyesh Vagadiya & Associates.
The remuneration payable to the Cost Auditors has to be ratified by theMembers of the Company. Accordingly the Board seeks ratification at the ensuing AnnualGeneral Meeting for the remuneration payable to the Cost Auditors for the financial year2020-21.
Applicability & Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act 2013read with Companies (Cost Records and Audit) Rules 2014 and other applicable provisionsof the Companies Act 2013 as amended from time to time the maintenance of cost recordsis applicable to the Company and the Company prepares and maintains proper and adequateaccounts and cost records as required under the Act.
22. INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control system commensurate withthe size and scale of its operations. These controls are adequate and operatingeffectively so as to ensure orderly and efficient conduct of business operations.
The internal staff monitors and evaluates the adequacy of internalcontrol system in the Company its compliances with operating systems accountingprocedures and policies at all locations of the Company. Based on the reports the Companyundertakes corrective actions thereby strengthening the controls. Significantobservations and corrective actions thereon are presented to the Audit Committee for itsreview.
23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1)OF THE COMPANIES ACT 2013
All transactions entered with related parties for the year under reviewwere in the ordinary course of business and on arm's length basis. Further there are nomaterial related party transactions during the year and thus a disclosure in Form AOC-2 interms of Section 134 of the Act is not required.
All Related Party Transactions are placed before the Audit Committeefor approval. Omnibus approval was obtained on a yearly basis for transactions which areof repetitive nature. The policy on related party transactions as approved by the Board ofDirectors has been uploaded on the website of the Company viz www.barodaextrusion.com
24. PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as'Annexure-IV'' to this report.
During the year under review the Company has not accepted any depositunder Chapter V of the Companies Act 2013.
26. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are not any transaction during theyear 2020-21.
27. COMPLIANCE WITH ALL THE APPLICABLE LAWS OF SECRETARIAL STANDARDS
During the year the Company has complied with all the applicableSecretarial Standards.
28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 is attached as'Annexure-II'' to this report.
29. DEVELOPMENT IN HUMAN RESOURCE AND INDUSTRIAL RELATION
The Board wishes to place on record its appreciation to all itsemployees for their sustained efforts and valuable contribution. Your Company is very muchconcerned for the employees so as to provide them with safe and accident free environmentwith a motto "Safety First" at the work place.
|Sr.No. ||Ratio analysis ||2020-21 ||2019-20 |
|1 ||*Debtors Turnover ||16.69times ||18.15times |
|2 ||Inventory Turnover ||7.14times ||2.93times |
|3 ||Interest Coverage Ratio ||- ||- |
|4 ||Current Ratio ||2.29times ||2.24times |
|5 ||Debt Equity Ratio ||- ||- |
|6 ||*Operating Profit Margin (%) ||2.19% ||1.75% |
|7 ||*Net Loss Margin (%) ||-0.19% ||-29.96% |
|8 ||*Return on Net Worth ||-0.85% ||-25.10% |
31. MATERIAL CHANGES AND COMMITMENTS
There is no such material change and commitment affecting thefinancial position of the Company which have occurred between the end of the financialyear ended on March 31 2021 and the date of the report.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
Removal of GSM Stage by Stock Exchange vide letter dated August 102021 and material order has been passed by the regulator statutory and quasi-judicialbody impacting the going concern status of the Company to remove from the list of shellcompanies.
Your Directors wish to place on record their appreciation of thecontribution made by employees at all levels to the continued growth and prosperity ofyour Company. Your Directors also wish to place on record their appreciation to theshareholders dealers distributors consumers and banks for their continued support.
Your Directors regret the loss suffered due to the COVID-19 pandemicand are always grateful and have Immense respect for every person who risked their lifeand safety to fight this pandemic.