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Deccan Bearings Ltd.

BSE: 505703 Sector: Engineering
NSE: N.A. ISIN Code: INE498D01012
BSE 00:00 | 17 Jul 30.00 1.40
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NSE 05:30 | 01 Jan Deccan Bearings Ltd
OPEN 30.00
PREVIOUS CLOSE 28.60
VOLUME 149
52-Week high 30.00
52-Week low 14.25
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.00
CLOSE 28.60
VOLUME 149
52-Week high 30.00
52-Week low 14.25
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Deccan Bearings Ltd. (DECCANBEARINGS) - Director Report

Company director report

The Members

DECCAN BEARINGS LIMITED.

Your Directors are pleased to present their 32"d Annual Report of the Company onthe business and operations of the Company and the accounts for the Financial Year endedMarch 312017.

FINANCIAL RESULTS

Particulars For the Year ended 31st March 2017 For the year ended 318t March 2016
Net Profit/ Net Loss Before (2809664) (155822)
Providing for Depreciation and Tax
Less: Depreciation 1267789 1234156
Profit after Providing for (4077453) (1389978)
Depreciation and before tax
Add / (Less) Provision for:
A) Deferred Tax 251691 333515
B) Income Tax --
Profit/ (Loss) after Taxation (3825762) (1056463)
Add: Balance brought forward from (6510753) (5454290)
previous year
Add: Excess Provision for Tax for NIL NIL
Earlier
Balance Carried to Balance Sheet (10336515) (6510753)

OPERATIONAL REVIEW:

Gross revenues have increased to Rs. 14708565 against Rs. 14327833 in the previousyear. The Company has for the year ended 31~f March 2017 made a net loss of Rs 3825762(Previous year Rs. 1056463) after providing for taxation.

DIVIDEND

In view of accumulated losses your Directors did not recommend any dividend for itsequity shareholders.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

TRANSFERS TO RESERVES:

In view of accumulated losses Company was not required to transfer any amount to theReserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 32500000 (Rupees Three CroresTwenty Five Lakhs) and paid up capital of the Company is Rs. 21833340/-(Two CroresEighteen Lakhs Thirty Three Thousand Three Hundred and Forty).

During the year there was no changedin Share capital of the Company.

DETAILS OF SUBSIDIARY/ TOINT VENTURWASSOCIATES COMPANY

Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review Company has provided with the Loans and advances as perprovision of Section 186 of Companies Act 2013 and Rule made thereunder and the detailsof which is given in the Notes to Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Information required under the 'Provision of section 134(3)(m) of the CompaniesAct 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 relating to theConservation of energy and technology absorption as the Company is not applicable asthe Company is not carrying any Business of Manufacturing the Business of the Company istrading in Bearings.

EMPLOYEES RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

DIRECTORS:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from alI the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16(1)(b) of the SEBI (Listing Obligation and disclosure requirements)Regulation 2015 with the Stock exchange.

B. Appointment: - -

During the year 2016-2017 Mrs. Kavita Pawar was appointed as an Additional Director ofthe Company and was regularized as a Non Executive Independent Director in its 31st AnnualGeneral Meeting of the company held on 5th August 2016.

C. Cessation:

During the year 2016-2017 Mr. Barukhbhai Williambhai Christian and Ms. ArchanaYashwant Mhatre resigned from the directorship of company on 1st June 2016 and 24th May2016 respectively. D. Retirement bv rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. AbhayVipin Kothari (DIN: 00110960) retires by rotation at this Annual General Meeting andbeing eligible offer himself for re-appointment.

None of the Directors are disqualified from being appointed as specified in Section 164of the Companies Act 2013 and Rules made thereunder.

FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act the Board has carried out annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee (NRC) andStakeholders Relationship Committee (SRC)

During the year under consideration the approval of the members was obtained by way ofpostal ballot dated 7th December 2016 to dispose of the two plots of leasehold Land &Building which is in Dilapidated Condition and unused for last 16 years at Halo1 GIDCDist. Vadodara in Gujarat. Similar two plots were also sold during the year. The companyis searching for suitable buyer.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

Sr no. Particulars 2016-17 2015-16
Foreign Exchange Earnings - : Nil Nil
[Export of Goods(F.O.B.)]
Foreign - Exchange Outgo:
Traveling 55932 53666
Professional Fees Nil 88627
Imports
Raw - Materials on C.I.F. Nil Nil
Trading Goods on C.1.F Nil Nil

MEETINGS OF THE BOARD:

The Board met Seven Times during the Financial Year. The maximum interval between anytwo

Meeting were held as follows:

DIRECTOR'S RESPONSIBILITYSTATEMENT:

In terms of Section 134 (5)of the Companies Act 2013 the Directorswould like to statethat:

In the preparation of the annual accounts the applicable accounting standards havebeen followed.

The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that were 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 or loss of the Company for the year under review.

The Directors have 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.

The Directors have prepared the annual accounts on a going concernbasis.

The Directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper system to ensure compliancewith the provisions of allapplicable laws and that such systemwere adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

Particulars of Contracts and Arrangementswith the related parties referred to inSection 188 (1) of Companies Act 2013 were on Ar~ll'sLength basis.

Information on transactions with related parties pursuant are given in Annexure"C" as Form AOC-2 and the same forms part of this Annual report.

RECONSTITUTION OF COMMITTEES MEETING

During the Year the Company had appointed Mrs. Kavita pawar as Independent director andresigned Mr. B. W. Christian and Mrs. Archana Mhatre therefore the Committee were re-constituted as follows:

A) AUDIT COMMITTEE:

Composition of Audit Committee as under:

Name of Directors Designation Category
Mr. Rajeev D. Shenvi Chairman Independent / Non-Executive
Mr. Mahesh Parab Member Independent / Non-Executive
Ms. Kavita Sandeep Pawar Member Non Executive Independent Director

B) NOMINATION AND REMUNERATION COMMITTEE:

Composition of Nomination and Remuneration Committee is as under:

Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive
Ms. Kavita Pawar Member Independent / Non- Executive

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of Stakeholders Relationship Committee is as under:

Name of Director Designation Category
Mr. Mahesh S. Parab Chairman Independent / Non- Executive
Mr. Rajeev Damodar Shenvi Member Independent / Non- Executive
Mr. Abhay Vipin Kothari Member Non Executive Director

MANAGERIAL REMUNERATION:

The Disclosure pursuant to Rule 5 (1)of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:

Name of the Director Amount of remuneration to Directors Percentage increase in the remuneration Ratio of remuneration of KMP(Key Managerial Personnel)/ to median remuneration of employees
Mr. Abhay Kothari 0.00 0.00 0
Mr. Rajeev Shenvi 0.00 0.00 0
Mr. Kiran N. Vora 1893387 38.62 116.516
Mr. B.W Christian 58778 0.00 3.617
Mr. Mahesh Parab 0.00 0.00 0.00
Suryakant
Ms. Kavita Pawar 15000 0.00 0.00

DECCAN BEARINGS LIMITED ANNUAL REPORT 2016-2017

1. The Independent Directors do not ieceive any remuneration except sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director whichwas disclosed in Annual return i.e MGT-9. 3. The percentage Increase in the medianremuneration of the employees in the financial Year was 84.08%( As Compared to Previousyear employee's median the Company has appointed more 4 employees during the year) 4. Ason 31st March 2017 there were a total of 14 employees on the roll of the Company. 5. Itis affirmed that the remuneration is as per the remuneration policy of the company.

A) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has prepared policy and has put in place vigd Mechanism for directors andEmployees of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

SECRETARIAL AUDIT :

The provision of section 204 read with section 134(3) of the companies Act 2013. TheBoard has appointed M/s SG & Associates Practicing Company Secretary as thesecretarial auditor for the year 2016-2017 and their report is annexed to this Report as "AnnexureA". The auditor has raised queries for regarding as per provision of section 204of the Companies Act 2013 relating to Non-appointment of Company Secretary and ChiefFinancial officer of the Company. The company has not appointed Internal auditor pursuantto section 138 of Companies Act 2013. Further the board has taken note of the same andthe Company has published an advertisement in newspaper searchihg right candidate for thepost of Company Secretary and Chief Financial officer.

STATUTORY AUDITORS:

As per provision of Section 139 of Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 an Audit Firm functioning as Auditor for period of 10 years or moreafter the commencement of provisions of Section 139 of the Act the same auditors furtherappointed for period of three years i.e M/s D.V. Vora & Co. Chartered Accountants (FRN111624W)

Consequently the retiring auditors have completed the maximum tenure as StatutoryAuditors of the Company as provided under the Companies Act 2013 and relevant Rulesthereunder. Further The Board of Directors on recommendation of Audit Committee hasappointed M/s K. S Maheshwari & Co. Chartered Accountants (Firm Registration No.105846W) as Statutory Auditors for the period of 5 years from 32nd Annual general meetingtill the 37th Annual general meeting (Subject to ratification for re-appointment ofauditors at every general meeting) and processional fees shall be decided by mutuallybetween statutory auditors and board of directors of the company. The Report of thestatutory Auditors along with the notes to schedule is enclosed to this report and doesnot contain any qualification reservation or adverse remark or disclaimer.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134 (3)(a) of Companies Act 2013 an extract of theAnnual Return is annexed herewith as "AnnexureB"to this Report.

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficientconduct of its business including adherence to company's policy safeguarding of itsassets Prevention detection fraud and error etc.

COST AUDIT:

As per the Rules made by central government for the maintenance of cost record undersection 148 (1)of the Companies act 2013 does not apply in respect of company'sbusiness.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company in advance.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion Analysis Report forms an integral part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

By order of board of directors
Deccan bearings Limited
sd/-
Mr. Kiran Vora
Date: 1st August 2017 Managing Director
Place: Mumbai DIN:0010860