For the year ended 31st March 2018
Your Directors have pleasure in presenting their report on business and operationstogether with the Audited Accounts of your company for 2017-18.
(All figures in Rs. Lakhs)
|Particulars ||Current Year ||Previous Year |
|Total Revenue ||538.64 ||1748.78 |
|Profit before Interest & Depreciation ||91.52 ||338.96 |
|Interest ||7.17 ||3.16 |
|Depreciation ||36.36 ||35.82 |
|Profit before taxation ||47.99 ||299.98 |
|Provision for Tax ||8.61 ||62.25 |
|Profit after tax ||39.38 ||237.73 |
REVIEW OF OPERATIONS:
The company is engaged in the manufacture of Pre-stressed Concrete (PSC) Poles andtrading in granite product. As in earlier years the company continues to undertakedifferent profitable activities such as handling transportation and short term deploymentof funds depending on available resources and opportunity.
During the financial year under review decrease in revenue from Rs.1748.78 lakh to Rs.538.64 lakh was due to loss of production of PSC poles during the period of shifting ofthe plant facilities in Jharkhand. There is no material change affecting the financialposition of the company between the year end to which financials relate and the date ofthis report.
The company is looking for opportunity in other diversified activities.
DIVIDEND AND RESERVE:
In order to conserve its resources towards the growing business of the Company nodividend is proposed for the Financial Year. During the financial year the Company didnot transfer any amount to Reserve.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
On the recommendation of Nomination & Remuneration Committee the Board ofDirectors proposed the appointment of Mr. Gautam Modi (DIN 06482645) as additionaldirector with effect from 4th December 2017. He vacates his office in the ensuing AnnualGeneral Meeting in terms of Section 161 of the Companies Act 2013. Your directors believethat the Company will be benefited by the knowledge and experience of Mr. Modi andtherefore recommend his name for appointment as director of the company for approval ofmembers at the ensuing Annual General Meeting subject to the compliance of the Act andrules made there under. He does not hold any shares of the Company in his own name.Appointment of Mr. Om Prakash Kedia (DIN 03596892) as independent director forconsecutive 5 years with effect from. 1st October 2018 is placed for members approvalnotwithstanding he has attained the age of 75 years. Further reappointment of Mr. ArabindaDe (DIN 00028093) and Mr. Sushil Kumar Chhawchharia (DIN 00007780) as IndependentDirector is proposed for members approval for a period of 5 consecutive years with effectfrom 1st April 2019 notwithstanding they will attain the age of 75 years over the courseof their tenure. Necessary details have been annexed to the Notice of the meeting in termsof section 102(1) of the Companies Act 2013.
Mrs. Uma Poddar (DIN 07140013) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment asDirector as per the provisions of the Companies Act 2013. She does not hold any share inher own name.
All the Independent Directors have given declaration that they meet the criteria ofIndependence as per the prescribed Act and Rules.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information obtainedDirectors states:-
(i) that in the preparation of the annual accounts for the year ended 31st March 2018the applicable accounting standards read with requirements set out under Schedule III ofthe Act have been followed and there are no material departures from the same;
(ii) that the selected accounting policies were applied consistently and the judgmentsand estimates are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at 31st March 2018 and of the profit of the company for theyear ended on that date;
(iii) that proper and sufficient care has been taken 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;
(iv) that the annual accounts has been on a going concern basis; and
(v) that the internal financial controls has been laid down to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
(vi) that the proper systems has been devised to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Company believes in and has practiced good Corporate Governance. Our corporategovernance philosophy is based on the principles of equity fairness spirit of lawhigher standards of transparency accountability and reliability in respect of all itstransactions. The Company believes that sound corporate governance is necessary to retainstakeholders' trust and ensures efficient working and proper conduct of the business ofthe Company with integrity. The guidelines for its development is a continuous processwhich often undergoes changes to suit the changing times and needs of the businesssociety and the nation.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established vigil mechanism policy to report genuine concerns andgrievances. It has been posted at Company's website- www.ceeta.com
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
For the Financial Year under review the Company held 7 meetings of the Board ofDirectors on the following dates : - 18th April 2017 30th May 2017 29th July 201714th September 2017 4th December 2017 14th December 2017 and 14th February 2018.
CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT 2013
The company has constituted sub-committees of the board as per the provisions ofCompanies Act 2013 with proper composition of its members.
(a) The composition of the Audit Committee is as under:-
|1. Mr. A. De ||- Chairman |
|2. Mr. S. K. Chhawchharia ||- Member |
|3. Mr. O. P. Kedia ||- Member |
The terms of reference inter alia includes recommendation for appointmentremuneration and terms of appointment of auditors of the company reviewing and monitoringthe auditor's independence performance and effectiveness of audit process examination ofthe financial statement and the auditors' report thereon approval or any subsequentmodification of transactions of the company with related parties scrutiny ofinter-corporate loans and investments valuation of undertakings or assets of the companywherever it is necessary evaluation of internal financial controls and risk managementsystems and monitoring the end use of funds raised through public offers and relatedmatters.
(b)The composition of the Nomination & Remuneration Committee is as under:-
|1. Mr. S. K. Chhawchharia ||- Chairman |
|2. Mr. A. De ||- Member |
|3. Mr. O. P. Kedia ||- Member |
The terms of reference inter alia includes formulating criteria for determiningqualification positive attributes and independence of directors carrying out evaluationof Independent Directors and the Board recommending to Board policy relating toremuneration of Directors Key Managerial Personnel (KMP) and other employees carryingout other function as is mandated by the Board from time to time and to perform such otherfunctions which is necessary or appropriate for the performance of duties.
The abridged policy framed by Nomination & Remuneration Committee is as follows-
The company considers its human resources as its invaluable asset and harmonizes theaspirations of the same which are consistent with the goals of the company. The level andcomposition of Directors KMP and Senior Management will be of the nature required to runthe company smoothly and adequate to improve productivity and attract retain and motivatethem. The committee shall determine and recommend their appointment term of servicequalifications and cessation as per statutory requirement and ethical standards ofprobity rectitude qualification competence and experience of concerned person subjectto Board's approval.
The relationship of remuneration to performance is clear and meets appropriateperformance benchmarks. The remuneration involves a balance between fixed and incentivepay reflecting short and long-term performance to achieve the Company's target. Memberswill elect the Chairman of the Committee.
Non-Executive Directors may be remunerated in the form of sitting fees for attendingthe Board Meeting as fixed by the Board occasionally. While deciding remuneration ofManaging Director and Executive Directors the committee considers pay and comprehensivefactors of industry and concerned person so as to remunerate them fairly and reasonablyalong with some perquisites allowances and the likes as per the rules of the companysubject to statutory requirements.
A member is not qualified to be present when his remuneration or performance isdiscussed or evaluated respectively. Matters shall be decided by majority of votes ofMembers present and voting and such decision shall for all purposes be deemed decision ofthe Committee. In case of equality of votes the Chairman of the meeting will have acasting vote.
The remuneration of the other employees is fixed occasionally as per the guidingprinciple outlined above and considering industry standard and cost of hiring. In additionto basic salary they are also provided other benefits as per scheme of the company andstatutory requirements where applicable. The detailed policy can be viewed at Company'swebsite at www.ceeta.com
(c)The composition of the Stakeholder Relationship Committee is as under:-
|1. Mr. A. De ||- Chairman |
|2. Mr. S. K. Chhawchharia ||- Member |
|3. Mr. O. P. Kedia ||- Member |
The Board has delegated the power of transfer of securities and to look into thematters of redressing of the stakeholders/investors complaints to Ms. Sneha BinaniCompliance Officer of the Company in consultation with the Registrar to Issue & ShareTransfer Agent of the Company M/s. Niche Technologies Pvt. Ltd. The formalities pertainingto transfer of securities is attended at least once in a fortnight and report on transferof securities is placed before the committee/board of directors in meetings as and whenapplicable.
The Board Evaluation was carried out on the basis of various factors as composition ofBoard and its Committees its functioning performance of specific duties and obligations.The directors were evaluated on the parameters such as level of engagement andcontribution independence of judgment safeguarding the interest of the Company and itsshareholders etc. The performance evaluation of the Independent Directors was done by theentire Board of Directors (excluding the director being evaluated). The performanceevaluation of the Non-Independent Directors was carried out at separate meeting ofIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation.
The ratio of the remuneration of Mr. Krishna Murari Poddar Managing Director to themedian remuneration of the employees of the company for the financial year 2017 - 18 is5.43 times. The percentage decrease in remuneration of Managing Director is 30% from April2017. The percentage increase in the remuneration of Company Secretary is 9.30% and thereis no change in remuneration of the Chief Financial Officer of the Company in thefinancial year under review. No other Director is drawing any remuneration from theCompany apart from sitting fees.
The percentage decrease in the median remuneration of the employees of the Company forthe financial year under review is 22.64%. There were 21 employees as on March 31 2018 atdifferent locations. The average percent decrease in the salaries of employees other thanthe managerial personnel is 15.48% and average percent decrease in the total managerialremuneration is 15.01% which is due to various factors like waiver of part of remunerationby Managing Director shifting of PSC pole unit from one state to another state oncompletion of project and change in pay scale of new employees due to geographicalchanges.
The factors considered while recommending increase in remuneration are financialperformance of the Company comparison with peer companies industry benchmarkingcontribution made by the employee and regulatory guidelines as applicable to ManagerialPersonnel. The variables pay is as per policy of the Company. The remuneration paid is asper the remuneration policy of the Company.
The company has an unlisted subsidiary company namely M/s. Kingstone Krystals Ltd. Interms of the provision 129(3) of the Companies Act 2013 read with rules a report onperformance and financial position of the subsidiary company for the financial year ended31st March 2018 in Form AOC 1 is annexed. The Annual Report of the subsidiary company isnot attached to this annual report however the same shall be made available to anymember for inspection at the registered office/ head office of the company and of itssubsidiary. Further it has also been placed on the website of the Company atwww.ceeta.com.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Section 129(3) of the Companies Act 2013 read with rules andAccounting Standard 21 on Consolidated Financial Statements the Annual Report alsoincludes Consolidated Financial Statement for the financial year under review. It has alsobeen placed on the website of the Company www.ceeta.com.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
For the period under review all the transactions entered with related parties were onarm's length price and in the ordinary course of business and that the provisions of theSection 188 of the Companies Act 2013 is not attracted. Further there are no materiallysignificant related party transactions during the year under review made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large. Thus disclosure inForm AOC-2 is not required. Further all transactions with related parties are given in thenotes to Financial Statements.
PARTICULARS OF LOANS ADVANCES & INVESTMENTS
Details of loans & investments are given in the notes to Financial Statements. TheCompany has been informed that the said loans are proposed to be utilised by eachrecipient for its general business/corporate purposes.
The purpose of risk management is to identify evaluate and mitigate the operationalstrategic and external environment risk. The Board has overall responsibility ofmonitoring and mitigating the risks through regular review of its overall operations.
INTERNAL FINANCIAL CONTROL
Adequate internal financial controls are in place to manage the business affairs of theCompany. Proper procedures are adopted ensuring the orderly and efficient conduct ofbusiness including safeguarding of its assets prevention and detection of errors andfrauds accuracy and completeness of the accounting records and timely preparation ofreliable financial information and the same is reviewed at regular intervals dependingupon situation of business of Company.
AUDITORS & AUDITORS' REPORT:
M/s. Agarwalla Ajay Kumar & Co Chartered Accountants (ICAI Firm RegistrationNumber 320297E) was appointed as the Statutory Auditors of the Company for a term of 5consecutive years commencing from the conclusion of 33rd AGM of the Company pursuant toSection 139 of the Companies Act 2013.
Report of the Auditors including reference made therein to the notes forming part ofthe Statement of Accounts are self explanatory and does not require to be elucidatedfurther.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Drolia & Co. a Company Secretary in practice as Secretarial Auditor ofthe Company. The secretarial audit report is annexed to this report. Report of theSecretarial Auditor including reference made therein is self explanatory and does notrequire to be elucidated further.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134(3) of the Companies Act 2013 read with Rules are givenin the Annexure A' as forming part of the report.
Your company did not accept any deposits from the public under Companies Act 2013 readwith rules.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return for the financial year under review in Form No. MGT-9 asrequired under the Companies Act 2013 is annexed to this report.
Your Directors put on record their appreciation for sincere and dedicated servicesrendered by the loyal employees of the Company. There was no employees drawingremuneration of or in excess of the amount prescribed under the Companies Act 2013. Theinformation pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Report isreadily available for inspection by the members at the Company's Registered Office between10.30 A.M. to 1 P.M. on all working days up to the date of ensuing AGM. Should any memberbe interested in obtaining a copy including through email (email@example.com) may writeat the Company's Registered Office.
LISTING ON STOCK EXCHANGES & STOCK CODE
The Company's Shares are traded at BSE Ltd. The stock code is 514171. The annuallisting fee has been paid to the Stock Exchange and there is no outstanding amount payableto the exchange.
REGISTRAR AND TRANSFER AGENTS
The Company continued appointment of M/s. Niche Technologies Pvt. Ltd. of D-511 BagreeMarket 71 B.R.B. Basu Road Kolkata 700 001 Ph.- 033-22357270 / 7271 firstname.lastname@example.org as the Registrar and Share Transfer Agents of the Company.
SHARE TRANSFER SYSTEM
The transfer of shares both in physical and electronic mode are registered andreturned within the requisite period by Registrar and Transfer Agent if the documents areclear in all respects. The shareholders of the Company are requested to send their sharesdirectly to the RTA for transfer or registry related work. However for the sake of theconvenience of the investors / shareholders the Company shall continue to receive requestfor transfer of shares. The shareholders are further requested to get their sharesdematerialized and furnish their updated residential address and email id to the Company.
DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Equity Shares of the Company are registered with National Securities DepositoryLtd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility ofDematerialization of shares and its ISIN NO. is INE760J01012.
The other disclosures not commented upon in this report pursuant to Section 134 of theCompanies
Act 2013 read with rules are not applicable to the Company for the financial yearunder review.
Your Directors wish to express their sincere appreciation to the esteemed employeesshareholders various customers company's bankers for their continued support assistanceand co-operation to Company.
| ||On behalf of the Board |
| ||K. M. Poddar |
| ||Managing Director |
|Place : Kolkata ||A. De |
|Dated : 06/08/2018 ||Director |
ANNEXURE A' FORMING PART OF DIRECTORS' REPORT:
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
A. conservation of Energy:
|Power and Fuel Consumption ||Current Year ||Previous Year |
| ||(2017-18) ||(2016-17) |
|1. Electricity Purchased || || |
|Units (Kwh) ||54997 ||49012 |
|Total Amount (Rs.) ||543754 ||504782 |
|Rate/ Unit (Rs.) ||9.89 ||10.30 |
|2. Electricity Owned Generation || || |
|Through Diesel Generator || || |
|Units (Kwh) ||13286 ||62231 |
|Units/ Ltrs. of Diesel Oil ||2.92 ||2.91 |
|Total Amount (Rs.) ||288589 ||1178716 |
|Cost/ Unit (Rs.) ||21.72 ||18.94 |
B. Technology absorption
a) Research & Development (R & D)
|1.Specific areas in which R & D carried out by the Company and benefits derived as a result thereof. ||No research and development work has been carried out by the Company. Therefore there is no expenditure on account of R & D. |
|2.Future plan of action. ||The Company is looking for new prospects hence it has kept in abeyance its plan on research and development. |
b)Technology Absorption Adaptation and Innovation
Technical Innovations/ modifications are being made on regular basis in the process toachieve cost reduction product improvement etc.
|C. Foreign Exchange Earnings and Outgo ||(Rs.in lacs) |
|1. Foreign Exchange Earnings ||NIL |
|2. Foreign Exchange Outgo || |
|I) CIF Value of Imports of Components & Spare Parts ||NIL |
|ii) Expenditure in Foreign Currency on Foreign Travel & Others ||NIL |