For the year ended 31st March 2019
Your Directors have pleasure in presenting their report on business and operationstogether with the Audited Accounts of your company for 2018-19
|FINANCIAL RESULTS || ||All figures in Rs. lacs |
|Particulars ||Current Year ||Previous Year |
|Total Revenue ||1683.61 ||538.64 |
|Profit before Interest & Depreciation ||331.15 ||91.52 |
|Interest ||9.21 ||7.17 |
|Depreciation ||50.93 ||36.36 |
|Profit before taxation ||271.01 ||47.99 |
|Provision for Tax ||55.08 ||8.61 |
|Profit after tax ||215.93 ||39.38 |
REVIEW OF OPERATIONS:
The company is engaged in the manufacture of Pre-stressed Concrete (PSC) Poles andtrading in granite products. As in earlier years the company continues to undertakedifferent profitable activities such as short term deployment of funds depending onavailable resources and opportunity. During the financial year under review the revenuehas improved significantly. There is no material change affecting the financial positionof the company between the year end to which financials relate and the date of this reportsave and except the drastic decline in order book position of poles affecting the workingadversely in the current year. The corrective measures are being taken up.
The company continues to look for further diversification of its activities.
DIVIDEND AND RESERVE:
In order to conserve its resources no dividend is proposed for the Financial Year.During the financial year the Company did not transfer any amount to Reserve.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
On the recommendation of Nomination & Remuneration Committee the Board ofDirectors proposed the appointment of Mr. Ashish Singhania (DIN 00028035) as additionalindependent director with effect from 4th July 2019. He vacates his office in the ensuingAnnual General Meeting in terms of Section 161 of the Companies Act 2013. Your directorsbelieve that the Company will be benefited by the knowledge and experience of Mr.Singhania and therefore recommend his name for appointment as independent director for aconsecutive term of 5 years not liable to retire by rotation for approval of members atthe ensuing Annual General Meeting subject to the compliance of the Act and rules madethere under. He does not hold any shares of the Company in his own name. Necessary detailshave been annexed to the Notice of the meeting in terms of section 102(1) of the CompaniesAct 2013.
Mr. Sushil Kumar Chhawchharia (DIN 00007780) resigned from the post of IndependentDirector of the Company w.e.f. 1st April 2019. Mr. Gautam Modi (DIN 06482645) Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment as Director as per the provisions of theCompanies Act 2013. He holds 2800 shares in his own name. All the Independent Directorshave given declaration that they meet the criteria of Independence as per the prescribedAct 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 2019the 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 2019 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 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.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
For the Financial Year under review the Company held 6 meetings of the Board ofDirectors on the following dates : - 14th May 2018 30th May 2018 6th August 201814th August 2018 14th November 2018 and 14th February 2019.
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. Ashish Singhania ||- 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. Ashish Singhania ||- 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 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.
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. Ashish Singhania ||- 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 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. There is no change in the remuneration of Managing Director and Chief FinancialOfficer of the Company in the financial year under review. The percentage increase in theremuneration of Company Secretary is 10%. No other Director is drawing any remunerationfrom the Company apart from sitting fees. There is no change in the median remuneration ofthe employees of the Company for the financial year under review. There were 21 employeesas on March 31 2019 at different locations. The ratio of the remuneration of Mr. KrishnaMurari Poddar Managing Director to the median remuneration of the employees of thecompany for the financial year under review is 5.43 times. The average percent increasein the total managerial remuneration is 1.82% and the average percent increase in thesalaries of employees other than the managerial personnel is 0.72% which is due toresignation of senior level employee in last quarter and pay scale of new employees atother levels due to geographical changes. The variables pay is as per policy of theCompany. The remuneration paid is as per 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 underreview in Form AOC 1 is annexed. The Annual Report of the subsidiary company is notattached to this annual report however the same shall be made available to any memberfor inspection at the registered office/ head office of the company and of its subsidiary.Further it has also been placed on the website of the Company at www.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.
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
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:
Pursuant to Section 139 of the Companies Act 2013 M/s. Ruwatia & AssociatesChartered Accountants (ICAI Firm Registration No. 324276E) was appointed as the StatutoryAuditors of the Company for a term of 5 consecutive years commencing from the conclusionof 34th AGM of the Company. Report of the Auditors including reference made therein tothe notes forming part of the Statement of Accounts are self explanatory and does notrequire 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.
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 is readily available forinspection by the members at the Company's Registered Office between 10.30 A.M. to 1 P.M.on all working days up to the date of ensuing AGM. If any member be interested inobtaining a copy including through email may write to the Company.
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 3A AucklandPlace 7th Floor Room No. 7A & 7B Kolkata 700 017 Ph No 033 2280 6616e-mail- email@example.com as the Registrar and Share Transfer Agents of theCompany.
SHARE TRANSFER SYSTEM
The transfer of shares both in physical and electronic mode were registered andreturned within the requisite period by Registrar and Transfer Agent after the documentswere clear in all respects. SEBI has amended Regulation 40 of the Listing Regulations.Accordingly with effect from 1st April 2019 the requests for transfer of listedsecurities shall not be processed unless the securities are held in dematerialised formwith a Depository. Therefore shareholders are requested to take action to dematerializethe Equity Shares of 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 financialyear under 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 : 04/07/2019 ||Director |