Your Directors presents their 22nd Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended 31 st March 2017.
STATE OF COMPANY'S AFFAIRS:
Your Company is in the business of sales and service of Thermal Overload Protector. Ithas a worldwide network single sales office a warehouse and a workforce of over 30people that sell a single product to about 30 customers in India and Abroad.
| || |
(Rs. in Lacs)
|Particulars || |
| ||March 2017 ||March 2016 |
|Income From Operations ||486.12 ||481.54 |
|Other Income ||6.72 ||2.32 |
|Total Income ||492.84 ||483.87 |
|Profit/(Loss) Before Interest Depreciation Tax and Exceptional Items ||35.14 ||49.73 |
|Less:- Interest Expenses ||((0.1)) ||(2.17) |
|Less:- Depreciation ||(35.00) ||(34.17) |
|Less:- Exceptional Items ||- ||- |
|Profit/(Loss) Before Tax ||18.15 ||(22.90) |
|Less:- Provision For Taxation ||(8.11) ||30.03 |
|Net Profit/(Loss) After Tax ||10.03 ||19.89 |
During the financial year 2016-17 the total income increased by 1.82% to Rs.492.84lacs as compared to previous year's total income of Rs. 483.87 lacs. There is a lossbefore tax of Rs. 18 lacs as compared to Profit before tax of Rs. 22.90 lacs in theprevious year since Income from operation is increased to Rs. 492.84 as compared to theprevious year's Income is Rs. 483.87.
DIVIDEND AND BOOK CLOSURE
The Board of Directors does not recommend dividend on equity shares for the currentfinancial year.
The register of members and share transfer books will remain close from 21stSeptember 2017 to 28th September 2017 (both days inclusive) for the 22ndAnnual General Meeting of the Company scheduled to be convened on 29"' September2017 at Poush Krishna Gardens Malj ipada Opp. Crown Petrol Pump Ahmedabad HighwayTaluka Vasai (East) Dist. Thane-401 210.
FINANCIAL SITUATION Reserves & Surplus
As at 31st March 2017 Reserves and Surplus amounted to Rs. 160.22 lacs ascompared to Rs. 107.05 lacs of previous year. The said scenario is due to inadequateprofitability during the year under review and contribution of losses by the company.
Long Term Borrowings
As at 31st March 2017 Long Term Borrowings as Rs. 123.45 lacs in the currentfinancial year as compared to Rs.0.00 lacs during the previous year.
Short Term Borrowings
There has been a no change in the Short Term Borrowings as Rs.0.00 in the currentfinancial year as compared to Rs.0.00 lacs during the previous year.
Net Fixed Assets as at 31st March 2017 has increased to Rs. 190.31 lacs ascompared to Rs. 197.13 lacs in the previous year.
The Company has not made any investment in the current period under review.
During the year there is Preferential Allotment of 1725000 Equity Shares to Promotersand Non Promoters.
MEETINGS BOARD OF DIRECTORS
The Board normally meets once in a quarter and additional meetings are held as and whenrequired. During the year the Board of Directors met 5 times i.e. on 30th May201610th June 201611th August 201610th November2016 and 14th February 2017. The dates of Board Meetings were generallydecided in advance with adequatenotice to all Board Members.
APPOINTMENT/RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL(KMP):
During the year:
Mr. Sameer Thakkar is retiring by rotation and being eligible offers himself forreappointment.
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Mr. Pradip C. Gaglani Mr. Kanaiyalal S. Thakker Mr. Harish S. Thakkerand Mrs. Keta R. Poojara Independent Directors confirming that they meet the criteria ofindependence as specified in Section 149(6) of the Act.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) of theCOMPANIES ACT 2013
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
The Company has an Independent Audit Committee comprising of 5 (Five) IndependentDirectors and 1 (one) Executive Director. Mr. Pradip C. Gaglani Mr. Kanaiyalal S.Thakker Mr. Harish S. Thakker Mrs. Keta R. Poojara and Mr. Navin Thakkar ManagingDirector of the Company are Members of the Committee. All the members of the AuditCommittee are financially literate. In view of their professional qualification andexperience in finance all are considered to have financial management and accountingrelated expertise. Terms of reference of the Audit committee are elaborated in theCorporate Governance report which forms the part of this Annual Report.
EVALUATION OF PERFORMANCE OF BOARD
During the year a separate Meeting of Independent Directors of the Company was held on28thMarch 2017 which was attended by all the Independent Directors to discussand review the self-assessment of Directors Board and Committees thereof and also assessthe quality content and timeliness of flow of information between the Management and theBoard
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments 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 the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally.
In compliance with Regulation 17 to 27 of the Securities and Exchange Board Of India(Listing Obligations And Disclosure Requirements) Regulations 2015 entered into with theStock Exchanges a Report on the Corporate Governance along with the certificate from theStatutory Auditors of the Company on compliance with the provisions of the said Clause isannexed and forms part of the Annual Report.
LOANS MADE GUARANTEES GIVEN ORINVESTMENTS IN SECURITIES BYTHE COMPANY.
The Company has granted Loan under Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.
During the year there was no related party transactions of material nature that mayhave a potential conflict with interests of the Company all transactions with relatedparties were in the normal course of business. On recommendation of Audit Committee theBoard ratifies all the related party transactions on quarterly basis. The details of thetransaction is annexed herewith as Annexure-1' in the prescribed form AOC-2
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy conservation dictates how efficiently a company can conduct its operations. CCLhas recognized the importance of energy conservation in decreasing the deleterious effectsof global warming and climate change. The Company has undertaken various energy efficientpractices that have reduced the growth in carbon di-oxide (C02) emissions and strengthenedthe Company's commitment towards becoming an environment friendly organisation. Adedicated Energy Cell' is focusing on energy management and closely monitor energyconsumption pattern across all manufacturing sites. Periodic energy audits are conductedto improve energy performance and benchmark with other international refineries andpetrochemicals sites
CCL Focuses on (i) new products processes and catalyst development to support existingbusiness and create breakthrough technologies for new businesses (ii) advanced troubleshooting and (iii) support to capital projects and profit and reliability improvementsin manufacturing plants.
CCL has only Domestic Clients Hence Company's Export Earning and outgoing is NIL.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments has been done my management affectingthe financial position of the Company between the end of the financial year of the companyto which the financial statements relates and the date of the report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure II to thisReport.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as it is suffering losses since last three consecutive years; hence disclosure inthis regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters/dealingswithin the group which have a negative bearing on the organisation either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12))
Details pertaining to remuneration as required under section 197( 12) of the Companiesact 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in Annexure-III' to the Board's Report. .
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the board of directors do hefeby declare that:
(i) No any employee throughout the financial year was in receipt of remuneration forthat year which in the aggregate was not less than sixty lakh rupees;
(ii) No any employee for a part of the financial year was in receipt of remunerationfor any part of that year at a rate which in the aggregate was not less than five lakhrupees per month;
(iii) No any employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
The Company has no subsidiary companies and hence company does not need to makedisclosure of contracts or arrangements or transactions not at arm's length basis.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) and 53 (f) of the Securities and Exchange Board Of India (ListingObligations And Disclosure Requirements) Regulations 2015 with the Stock Exchanges inIndia is presented in a separate section forming part of the Annual Report.
Pursuant to Section 204 of the Companies Act 2013 and rules amendments made thereunder Mr. Shravan A Gupta Practicing Company Secretary was appointed to conduct thesecretarial audit of our company for F.Y. 2016-2017. The Secretarial Audit report is givenseparately under Annexure IV. There are no qualifications or observations or other remarksmade by the Secretarial Auditor on the audit conducted by him in his Report.
The Auditors M/s. R. Devendra Kumar & Associates Chartered Accountants (FirmRegistration No. 114207W) be and are hereby appointed as the Statutory Auditors of theCompany in place of the existing auditors M/s. D. Kothari & Co. Chartered Accountants(Firm Registration No. 105335W) whose office was liable for Rotation under Section 13 9(2)of the Companies Act 2013 to hold office from the conclusion of this Twenty SecondAnnual General Meeting until the conclusion of the Twenty Seven Annual General Meeting ofthe Company to be held in the calendar year 2022 (subject to ratification of theirappointment at every Annual General Meeting if so required under the Act) at suchremuneration as may be mutually agreed to between the Board of Directors and theAuditors plus applicable taxes and reimbursement of travel and out-of pocket expenses inconnection with the audit of financial statements (standalone) and consolidated financialstatements of the Company for the year ended March 31 2018."
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. Efforts foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm have been at the core of Human Resource initiatives andinterventions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.
Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There were no significant and material orders passed by the regulators and/or courts ortribunals during the year.
POLICY FOR SEXUAL HARRASMENT
The Company has always been committed to provide a safe and dignified work environmentfor its employees which is free of discrimination intimidation and abuse. The Company hasadopted a Policy for Prevention of Sexual Harassment of Women at Workplace under theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 ("Act"). The objective of this policy is to provideprotection against sexual harassment of women at workplace and for redressal of complaintsof any such harassment. The Company has also constituted an Internal Complaints Committeeto redress the complaints received under this policy.
The following is a summary of sexual harassment complaints received and disposed-offduring the year under review:
- No of complaints received: Nil
- No of complaints disposed-off: NA
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners/associates at all levels.
| ||By Order of the Board |
| ||Sd/- |
| ||Navin G. Thakkar |
|Place : Mumbai. ||Chairman & Managing Director |
|Date : 30th May 2017 ||(DIN : 00251210) |
|Registered Office: || |
|Gala No. 202 Krishna House || |
|Shailesh Udhyog Nagar || |
|Opp. Nicholas Garage Sativali Road || |
|Waliv Vasai (East) || |
|Dist. Thane-401208. || |