Your Directors have pleasure in presenting their 83rd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2017.
1. Financial Results
|PARTICULARS ||YEAR ENDED 31ST MARCH 2017 ||YEAR ENDED 31st MARCH 2016 |
|REVENUE || || |
|Revenue from Operations || || |
|Total Revenue ||- ||- |
|EXPENSES || || |
|Change in inventories of Stock-in Trade ||- ||- |
|Depreciation and amortization expense ||- ||- |
|Other Expenses ||519299 ||462894 |
|Total Expenses ||519299 ||462894 |
|Loss Before Tax ||-519299 ||-462894 |
|Current Tax ||- || |
|Loss for the year ||-519299 ||-462894 |
|Tax Provision Written back || ||- |
|Net Loss ||-519299 ||-462894 |
|Earnings per equity share : || || |
|Face Value of Rs 100/- each] || || |
|Basic ||-3.99 ||-3.56 |
|Diluted ||-3.99 ||-3.56 |
PERFORMANCE / STATE OF AFFAIRS OF THE COMPANY:
The Company has not carried on any activity during the year under report. Thus theoperations of the Company have resulted in to loss of Rs 519299/- which has been carriedforward to Balance sheet and added to the accumulated loss of Rs 5058731/ broughtforward and thus accumulated loss of Rs 5578030/- appear in the Balance Sheet as on31.03.2017.
AMOUNT CARRIED TO RESERVE:
The Company has not carried any amount to the reserves during the current financialyear.
In view of the loss the Directors have not recommend any dividend on Equity Share forthe Financial Year ended 31st March 2017. The Directors have not recommendedthe dividend on Preference Shares for the Financial Year ended 31st March 2017.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the Financial Year2016-17.
There is no change in the Authorized issued subscribed and paid-up Share Capital theCompany. The Company has not issued any shares during the year. The PreferenceShareholders have acquired voting rights due to non payment of dividend.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Mr. Manoj V. Wadhwa Chairman and Managing Director is the only Key ManagerialPersonnel in the Company. However the Company could not appoint other Key ManagerialPersonnel as required under Section 203 of the Companies Act 2013.
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. ManojV. Wadhwa is liable to retire by rotation and being eligible offers himself forreappointment.
Mr. Harshvardhan M. Wadhwa has been appointed as Director of the Company in the lastAnnual General Meeting held on 30.09.2016.
No Director or Key Managerial Personnel has resigned during the year.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return as provided under Section 92 (3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies [ Management and Administration]Rules 2014 is appended as Annexure -1 to this Annual Report.
TRAINING OF INDEPENDENT DIRECTORS:
Your Companys Independent Directors are qualified and have been associated withcorporate and business organizations. Hence they all understand Companys businessand activities very well. However the Board has shown Companys business activitiesto all the Independent Directors pursuant to the provisions of Clause 25 of S.E.B.I[Listing Obligations & Disclosure Requirements] Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors duly met 06 [Six] times in the Financial Year 2016-17 viz. on28.05.2016 05.08.2016 20.08.2016 05.11.2016 31.01.2017 & 31.03.2017.
COMMITTEES OF THE BOARD
There are currently three Committees as follows
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
AUDIT COMMITTEE MEETING
The Audit Committee of the Board of your Company comprises of two Independent NonExecutive Directors Mr Rakesh S. & Mr Deepak H. Mirchandani and one Chairman &Managing Director Mr Manoj V. Wadhwa who is the Chairman of the Committee. The Committeeacts as a link between the Statutory & Internal Auditors and the Board of Directors.
The Audit Committee shall act in accordance with the prescribed provisions of Section177 of the Companies Act 2013 and inter alia include.
To ensure that the financial reporting process and the disclosure of its financialinformation and the financial statements are correct sufficient and credible. Recommendthe appointment of Statutory Auditors and Fixation of Audit Fees. Reviewing with themanagement performance of Statutory and Internal Auditors and adequacy of the InternalControl Systems. Reviewing the adequacy of Internal Audit Functions. Discussion withStatutory Auditors and Internal Auditors on nature and scope of audit etc. Reviewing theCompanys Financial and Risk Management Policies.
The Audit Committee met four times on 28.05.2016 05.08.2016 05.11.2016 and31.01.2017. during the Financial Year ended 31st March 2017 with fullattendances of all the Members.
NOMINATIION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee comprises of Mr Rakesh S. WadheraIndependent Director as its Chairman with Mr Deepak H. Mirchandani Independent Director& Ms. Minal M. Wadhwa Non Executive Director.
The Nomination and Remuneration Committee shall act in accordance with the prescribedprovisions of Section 178 of the Companies Act 2013 and shall perform the followingfunctions
(a) to formulate the criteria for determining qualifications;
(b) to frame and formulate positive attributes and independence of Director;
(c) to recommend to the Board a policy relating to the remuneration for the DirectorsKey Managerial Personnel and other Senior Management employees;
(d) to identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down;
(e) to recommend to the Board their appointment and removal and shall carry outevaluation of every Directors performance. -
Pursuant to the provisions of 178 (3) of the Act the Remuneration Policy for selectionand appointment of Directors Senior Management personnel has been framed. Remuneration toKey Managerial Personnel will be based as such to attract and retain quality talent. ForDirectors it will be based on the basis of provisions of Companies Act 2013 and as perthe approval of the Shareholders wherever required.
The Company is not paying the meeting fees to any Director attending the Board Meetingand Audit Committee Meetings.
During the year no meeting of the Nomination and Remuneration Committee was held.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consist of:
Mr Rakesh S. Wadhera Independent Director as its Chairman and Miss. Minal M. WadhwaNon Executive Director.
The Stakeholders Relationship Committee looks in to issues relating to Shareholdersredressal of complaints from investors and shall consider and resolve the grievances ofsecurity holders of the Company.
The Share work is being handled by the Company departmentally in its own office and MrVijayan is the Compliance Officer.
During the year no meeting of Stakeholders Relationship Committee was held as there wasno complaint.
INDEPENDENT DIRECTORS MEETING
In terms of Schedule IV of the Companies Act 2013 and Clause 25 of S.E.B.I [ListingObligations & Disclosure Requirements] Regulations 2015 one separate meeting of theIndependent Directors was held on 31.03.2017 wherein the performance of the nonIndependent Directors including the Chairman & Managing Director and Board as a wholewas reviewed. The Independent Directors also assessed the quality quantity and timelinessof flow of information between the Company Management and the Board of Directors of theCompany.
Pursuant to the provisions of the Companies Act 2013 and Regulation 4(f) andRegulation 17 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations2015 the Board has carried out an Annual Performance Evaluation of its own performance aswell as the Directors individually as well as the evaluation of its Audit CommitteeHowever the evaluation of the Nomination and Remuneration Committee and the StakeholdersRelationship Committee was not done as no employee was employed and no complaint wasreceived from any person. Independent Directors have carried out a separate evaluation onthe performance of Chairman & Managing Director and Non Independent Directors inseparate meeting of Independent Directors.
DIRECTORS' RESPONSIBILITY STATEMENT :
Your Directors hereby confirm that:
1. In the preparation of the annual accounts for Financial Year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures.
2. The Directors have selected such accounting policies and applied them consistentlyand made judgements 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 Financial Year on 31stMarch 2017 and of the Loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts for the financial year ended 31stMarch 2017 on 'going concern' basis.
5. The Directors have laid- down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingeffectively.
6. The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
Both the independent Directors have furnished necessary declarations under Section149(7) of the Companies Act 2013 that they meet the criteria of Independence as laid downunder Section 149(6) of the Companies Act 2013 and Regulation 25 of S.E.B.I [listingObligations & Disclosure Requirements] Regulations 2015.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS:
In terms of sub Rule 5 (vii) of Rule 8 of Companies (Account) Rules 2014 there are nosignificant material orders passed by the Regulators/Courts which would impact the goingconcern status of the Company and its future operations.
The Company has adopted a Vigil Mechanism and Whistle Blower Policy as required underSection 177 (9) of Companies Act 2013 and Regulation 22 of S.E.B.I [listing Obligations& Disclosure Requirements] Regulations 2015 with a view to provide mechanism forDirectors and Employees to approach audit committee to report existing/probable violationof laws rules regulations or unethical conduct and to provide for adequate safeguardsagainst victimization of persons who may use such mechanism. The said policy is posted onthe Companys website www. bombaypotteriesandtileslimited.com.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and The Companies [Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhas appointed Mr. A.N. Rajani a Company Secretary in Practice to undertake thesecretarial Audit of the Company for the year ended 31st March 2017. TheSecretarial Audit Report is annexed herewith as "Annexure- II" to this Report.
The Board had noted the observation that the Company being a listed Company is yet toappoint a Company Secretary and Chief Financial Officer in the category of Key ManagerialPersonnel as required under Section 203 of the Companies Act 2013 and that the Companyhas also not redeemed the Preference Shares including accumulated dividend . The Companyshall take steps to comply with provision of the above said appointment and shall alsotake appropriate steps to redeem the preference shares including dividend or apply forextension of time or issue of fresh redeemable Preference Shares.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY - INTERNALAUDIT:
The Company has an adequate Internal Financial Control Systems/Procedures and InternalAudit Systems commensurate with the size of the Company and nature of its business. TheManagement periodically review the Internal Financial Control and Internal Audit Systemsfor further improvement. Pursuant to Section 138 of the Companies Act 2013 the Companyhas also appointed Mr. Sanjay Bhachawat a Chartered Accountant as an Internal Auditorfor the Financial Year 2016-17 who monitors and evaluates the efficacy and adequacy ofinternal financial control system in the Company its compliance operating systemsaccounting procedures and policies and internal audit.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
The information required under Section 134 (3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption is not applicable to the Company. The Company does not have any foreignexchange earnings nor there is any foreign exchange outgo.
PARTICULARS OF REMUNERATION TO EMPLOYEES/DIRECTORS/KEY MANAGERIALPERSONNEL:
The Company did not have any Director etc. drawing any salary/commission during thewhole year or part of the year ended on 31st March 2017. Thus the Company has not paid anyremuneration/commission to any Director/Key Managerial Personnel. Thus information asrequired under Section 197 of the Companies Act read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 is NIL.
Moreover the Company has not employed any person as an employee during the whole yearor part of the year and has not paid any remuneration in the year to any one. Thus theinformation pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is NIL.
RELATED PARTY TRANSACTIONS:
The Company has not entered in to any contract or arrangement with related partiesduring the Financial Year which falls under the scope of Section 188 (1) of the Act. Thusthe information on transaction with related parties pursuant to Section 134 (3) (h) of theAct read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is NIL.
PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN INVESTMENTS MADE AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013:
No loans and/or guarantees were given no investments made and no securities providedby the Company covered under Section 186 of the Companies Act 2013 during the year underreview and hence the said provision is not applicable.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiary / joint ventures/associate companies duringthe financial year under review.
CASH FLOW STATEMENT:
The cash flow statement for the year 2016 - 2017 is attached to the Balance Sheet.
ISSUE OF EMPLOYEE STOCK OPTION:
The Company has not issued/granted any stock option to its employees including its KeyManagerial Personnel and hence the provisions of Rule 12 (9) of the Companies [ShareCapital & Debentures) Rules '2014 are not applicable.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for the last seven yearsand hence no funds were required to be transferred to Investor Education and ProtectionFund.
RISK MANAGEMENT :
Pursuant to Section 134 (3)(n) of the Companies Act 2013 the Company has formulatedRisk Management Policy and the Risk Management framework which ensures that the Company isable to carry out identification of elements of risk if any which in the opinion of theBoard may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY [CSR]:
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as the Company does not fall in any of criteria specified in sub section (1 ) ofSection 135 of the Companies Act.
The Cost Audit Orders/Rules are not applicable to the Company.
CORPORATE GOVERNANCE REPORT:
The provisions related to Corporate Governance Report is not applicable to the Companyas per Regulation 15 (2) of S.E.B.I [Listing Obligations & Disclosure Requirements]Regulations 2015. : 15:
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The Board has discussed the various options for taking up some project. The Board alsodiscussed the financial requirements and the means of raising the finance. The outlook ofthe Construction Industry which was started by the Company is quite promising but is indepressed conditions since quite some time. Moreover the Company will require lot offinance for taking up any construction project.
The financial statements have been prepared under the historical cost convention onthe basis of a going concern.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OP WOMEN AT WORKPLACE [PREVENTION PROHIBITIONAND REDRESSAL] ACT 2013:
In order to prevent sexual harassment of women at work place The Sexual Harassment ofWomen at Workplace [ Prevention Prohibition and Redressal ] Act 2013 has been notifiedand your Company has in place a Policy on prevention of sexual harassment in line with therequirements of the said Act.
LISTING OF SHARES WITH BOMBAY STOCK EXCHANGE
The Company confirm that it has paid the Annual Listing Fees for the year 2017-18 tothe Bombay Stock Exchange where the Companys shares are listed.
M/s. Anil Jaykant & Co. Chartered Accountants retire as Auditors of the Companyand being eligible offer themselves for re-appointment. The Auditors have confirmed theirwillingness for reappointment as Auditors of the Company and have submitted their writtenconsent and necessary Certificate in compliance of Section 139 & 141 of the CompaniesAct 2013 read with Companies (Audit & Auditors) Rules 2014.
| ||For and on Behalf of the Board |
|PLACE: MUMBAI ||[ MANOJ V.WADHWA] |
|DATE : 21.08.2017 ||CHAIRMAN & MANAGING DIRECTOR |
| ||[DIN: 01127682] |