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Ceeta Industries Ltd.

BSE: 514171 Sector: Others
NSE: N.A. ISIN Code: INE760J01012
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OPEN 4.65
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VOLUME 594
52-Week high 15.65
52-Week low 4.65
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ceeta Industries Ltd. (CEETAINDS) - Director Report

Company director report

For the year ended 31st March 2017

Dear Shareholders

Your Directors have pleasure in presenting their report on business and operationstogether with the Audited Accounts of your company for 2016-2017

FINANCIAL RESULTS All figures in Rs. lacs
Particulars Current Year Previous Year Total
Revenue 1748.78 884.36
Profit before Interest & Depreciation 338.96 113.98
Interest 3.16 0.00
Depreciation 35.82 23.10
Profit before taxation 299.98 90.88
Provision for Tax 62.25 17.47
Profit after tax 237.73 73.41

REVIEW OF OPERATIONS:

The company is engaged in the manufacture of Pre-stressed Concrete Poles and has keptits activity of granite processing in abeyance due to various external problems. As inearlier years the company continues to undertake different profitable activities such astrading handling & transportation and short term deployment of funds depending onavailable resources and opportunity. During the current financial year total revenue ofthe company increased to Rs.1748.78 lakh from Rs. 884.36 lakh as in previous year. Thereis no material change affecting the financial position of the company between the year endto which financials relate and the date of this report.

PROSPECT:

The company is looking for further work order of the present activities and opportunityin 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 2016-17 theCompany did not transfer any amount to Reserve.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Sri O. P. Kedia (DIN 03596892) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment asDirector as per the provisions of the Companies Act 2013 and Articles of Association ofthe Company. He does not hold any share in his own name.

All the Independent Directors have given declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the Listing Regulation.

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 2017the applicable accounting standards read with requirements set out underSchedule III of the Act have been followed and there are no material departures from thesame;

(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 2017 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 theinternal financial controls has been laid down to be followed by the company and that suchinternal financial controls are adequate and are operating effectively.

(vi) that the proper systems has been devised to ensure compliance with the provisionsof allapplicable laws and that such systems are adequate and operating effectively.

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 2016-17 the Company held 6 meetings of the Board of Directorson the following dates : - 21st May 2016 30th May 2016 28th July 2016 12th August2016 14th November 2016 and 14th February 2017.

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. Sri A. De - Chairman
2. Sri S. K. Chhawchharia - Member
3. Sri 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. Sri S. K. Chhawchharia - Chairman
2. Sri A. De - Member
3. Sri 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 furthersubject to 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. A member is not qualified to be present when hisremuneration or performance is discussed or evaluated respectively. Matters shall bedecided by majority of votes of Members present and voting and such decision shall for allpurposes be deemed decision of the Committee. In case of equality of votes the Chairmanof the meeting will have a casting vote. Non Executive Directors may be remunerated in theform of sitting fees for attending the Board Meeting as fixed by the Board occasionally.While deciding remuneration of Managing Director and Executive Directors the committeeconsiders pay and comprehensive factors of industry and concerned person so as toremunerate them fairly and reasonably along with some perquisites allowances and thelikes as per the rules of the company subject to statutory requirements. The remunerationof the other employees is fixed occasionally as per the guiding principle outlined aboveand considering industry standard and cost of hiring. In addition to basic salary they arealso provided other benefits as per scheme of the company and statutory requirements whereapplicable. The detailed policy can be viewed at Company's website at www.ceeta.com

(C ) The composition of the Stakeholder Relationship Committee is as under:-

1. Sri A. De - Chairman
2. Sri S. K. Chhawchharia - Member
3. Sri 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 each meeting as andwhen applicable. There being no investor grievances complaint pending the committeereviewed the existing procedures for attending to complaints as and when they arise.

BOARD EVALUATION

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.

MANAGERIAL REMUNERATION

The ratio of the remuneration of Sri Krishna Murari Poddar Managing Director to themedian remuneration of the employees of the company for the financial year 2016 - 17 is6.01 times. The percentage increase in remuneration of Managing Director is 100% fromDecember 2016 as his increment was due from long time and he has given immensecontribution towards performance of the company. The percentage increase in theremuneration of Company Secretary is 10.39% and there is no increase in remuneration ofthe Chief Financial Officer of the Company in the financial year under review. No otherDirector is drawing any remuneration from the Company apart from sitting fees. Thepercentage increase in the median remuneration of the employees of the Company for thefinancial year under review is 29.30%. There were 21 employees as on March 31 2017 atdifferent locations. The average percent increase already made in the salaries ofemployees other than the managerial personnel is 22.89% and average percent increase inthe managerial remuneration is 39.55% which is justified as per the performance of theCompany and key role of managerial personnel.

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.

SUBSIDIARY 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 2017 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 2016-17. It has also beenplaced 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.

RISK MANAGEMENT

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:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s. G.K. Tulsyan & Co as the Statutory Auditors ofthe Company will conclude from the close of ensuing Annual General Meeting of the Company.The Board of Directors places on record its appreciation to the services rendered by M/s.G.K. Tulsyan & Co as the Statutory Auditors of the Company. Subject to the approval ofthe Members the Board of Directors of the Company has recommended the appointment of M/s.Agarwalla Ajay Kumar & Co Chartered Accountants (ICAI Firm Registration Number320297E) as the Statutory Auditors of the Company pursuant to Section 139 of the CompaniesAct 2013. Accordingly the Board recommends the resolution in relation to appointment ofStatutory Auditors for the approval by the shareholders of the Company. Report of theAuditors including reference made therein to the notes forming part of the Statement ofAccounts are self explanatory and does not require to be elucidated further.

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.

CORPORATE GOVERNANCE

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.

PUBLIC DEPOSITS

Your company did not accept any deposits from the public under Companies Act 2013 readwith rules during the year under review.

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.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return as on the financial year ended March 31 2017 in Form No.MGT-9 as required under the Companies Act 2013 is annexed to this report.

PERSONNEL

Your Directors would like to put on record their appreciation of the sincere anddedicated services rendered by the loyal employees of the Company. There was no employeesdrawn remuneration of or in excess of the amount prescribed under the Companies Act 2013.The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Reportis readily available for inspection by the members at the Company's Registered Officebetween 10.30 A.M. to 1 P.M. on all working days up to the date of ensuing AGM. Should anymember be interested in obtaining a copy including through email (kolkata@ceeta.com) maywrite at 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 e-mail-nichetechpl@nichetechpl.com 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 theirshares directly to the RTA for transfer or registry related work. However for the sake ofthe convenience of the investors / shareholders the Company shall continue to receiverequest for 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.

GENERAL

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 financialyear under review.

ACKNOWLEDGEMENT:

Your Directors wish to express their sincere appreciation to the esteemed employeesshareholders various customers and their consultants Company's bankers for theircontinued support assistance and co-operation to Company.

On behalf of the Board
Place : Kolkata K. M. Poddar
Dated : 30/05/2017 Managing Director
A.De
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
(2016-17) (2015-16)
1. Electricity Purchased (Tumkur)
Units (Kwh) 49012 75138
Total Amount (Rs.) 504782 680552
Rate/ Unit (Rs.) 10.30 9.06
2. Electricity Owned Generation (Kasia)
Through Diesel Generator
Units (Kwh) 62231 30857
Units/ Ltrs. of Diesel Oil 2.75 2.80
Total Amount (Rs.) 1178716 551168
Cost/ Unit (Rs.) 18.94 17.86

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 32.766
2. Foreign Exchange Outgo
I) CIF Value of Imports of Components & Spare Parts NIL
ii) Expenditure in Foreign Currency on Foreign Travel & Others NIL

‘Annexure A'

To

The Members

Ceeta Industries Limited

Plot No - 34 - 38 Sathyamangalam KIADB Industrial Area

Tumakuru- 572 104 Karnataka

(I) Employees Provident Fund and Miscellaneous Provisions Act 1952

(ii) Employees State Insurance Act 1948

(iii) Environment Protection Act 1986 and other Environmental Laws

(iv) Equal Remuneration Act 1976

(v) Factories Act 1948

(vi) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment

Rule 2003

(vii) Indian Contract Act 1872

(viii) Income Tax Act 1961

(ix) Indian Stamp Act 1999

(x) Industrial Dispute Act 1947

(xi) Maternity Benefits Act 1961

(xii) Minimum Wages Act 1948

(xiii) Negotiable Instruments Act 1881

(xiv) Payment of Bonus Act 1965

(xv) Payment of Gratuity Act 1972

(xvi) Shop & Establishment Act

(xvii) VAT & Sales Tax Act

(xviii) Service Tax Act

(xix) Profession Tax Act

Note:

This report is to be read with our letter of even date which is annexed as Annexure Band forms an integral part of this report.

Place: Kolkata
Date:20/05/2017 (PRAVIN KUMAR DROLIA)
Practicing Company Secretary
FCS No : 2366
C.P.No : 1362

‘Annexure B'

To

The Members

Ceeta Industries Limited

Plot No - 34 - 38 Sathyamangalam KIADB Industrial Area

Tumakuru- 572 104 Karnataka

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices we followed provide areasonable basis of my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required I have obtained the Management representation about thecompliance of laws rules and regulations and happenings of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place: Kolkata
Date:20/05/2017 (PRAVIN KUMAR DROLIA)
Practicing Company Secretary
FCS No : 2366
C.P.No : 1362