Your Directors have pleasure in presenting their 36th Annual Report together with theAudited Accounts and Cash Flow Statements for the year ended 31st March 2020.
The financial results for the year ended 31st March 2020 are summarized below.
| || ||(Rs. in Lakhs) |
|Particulars ||2019-20 ||2018-19 |
|Income from operations ||- ||- |
|Gross Profit ||(-2.23) ||122.25 |
|Interest ||8.35 ||6.64 |
|Depreciation ||1.57 ||1.98 |
|Profit/(Loss) before taxation ||(12.15) ||113.63 |
|Deferred Tax(Liability)/Asset ||- ||- |
|Current tax ||(38.06) ||44.24 |
|Net Profit/(Loss)After Taxation ||25.91 ||66.39 |
|Balance brought forward ||(1774.50) ||(1840.88) |
|Balance carried to || || |
|Balance Sheet ||(1748.59) ||(1774.50) |
1 . Operations
The Production continued to be suspended during the year under report. The Company hasearned incurred net profit of Rs 25.91in comparison with net profit of Rs 66.39 Lakhs inthe previous year.
2. Erosion of Networth :
The Company submitted report to BIFR regarding erosion of net worth as on 31.03.2016 inFebruary 2016. In terms of provisions of Sick Industrial Companies (Special Provisions )Act 1985 (SICA).
3. Issues after the Financial year:
There are no significant issues concerning the business activities of the company whichwill impact the business operations of the company after the closure of the financial yearending on 31 03 2020.
4. Discloser as per Regulation 14 of SEBI (LODR) Regulations 2015.
The company's shares are listed on the Bombay Stock Exchange Ltd. P J Towers DalalStreet Fort Mumbai.
5. Meetings of the Board of Directors
During the year ended March 31st 2020 4 (Four)Board Meetings were held. Thedates on which the Board Meetings were held are 30.05.2019 14.08.201914.11.201914.02.2020.
6. Statement on Declaration given by Independent Directors under Section 149(6):
The Independent Directors have submitted declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Section 149(6)
7. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consists of the following directors namelySmt. R Rama Devi Sri N V S Rao Sri D V Prudvi Raju and Sri DRSP Raju.
Brief description of terms of reference :
a) Carry on the evaluation of every director's performance
b) Formulation of criteria for determining qualification positive attributes andindependence of a Director
c) Recommend policy to the Board relating to remuneration of the directors keymanagerial personnel and other employees.
d) Devising a policy on board diversity
e) Any other matter as the board may decide from time to time.
Nomination and Remuneration Policy :
The objective of the policy :
a) Lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors and persons who may be appointed as key managerialpersons and to senior management positions.
b) To provide reward directly linked to their effort performance dedication andachievement relating to company's operations.
c) To retain motivate promote talent to ensure long term sustainability of talentedmanagerial persons and create competitive advantage.
d) Determine remuneration based on company's size and financial positions and trendsand practices.
8. Particulars of Loans Guarantees and Investments under Section 186
The Company has not given any loan or guarantee or provided any security inconnection with a loan to any other body corporate or person during the financial year.
9. Particulars of contracts or arrangements with related parties referred to inSection 188(1) :
The particulars of contracts or arrangements with related parties referred toSec.188(1) is prepared in Form No : AOC-2 pursuant to Sec 134(3)(h) of the Act and Rule8(2) of the Companies (Accounts) Rules 2014 and the same is enclosed as Annexure-2 tothis report.
10. Extract of Annual Return :
The extract of Annual Return is prepared in Form MGT-9 as per the provisions ofCompanies Act 2013 and Rule 12 of the Companies ( Management and Administration) Rules2014 and the same is enclosed as Annexure -3 to this report.
11. Corporate Governance
The Company has implemented the Corporate Governance Code during the year under report.A detailed report is enclosed and form part of this Annual Report.
12 . Directors Responsibility Statement
The Board of Directors of the Company hereby declares and states that :
a) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
b) The Directors have 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 year31.03.2020 and a profit of the Company for the period ended 31.03.2020.
c) 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.
d) the Directors have not been prepared the annual accounts on a going concern basis asthe Company suspended the activities from 15th July 2014. e) The Directors hadlaid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. f) The Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
13. Energy Technology and Foreign Exchange
Additional information on conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required to be disclosed in terms of Section 134(M) readwith Companies (Accounts) Rules 2014) is as per annexure 1 hereto and forms part ofthis report.
14. Risk Management Committee :
Risk Management Committee consists of the following Directors
a) Smt. R Rama Devi
b) Sri D V Prudvi Raju
c) Sri N V S Rao
d) Sri D R S P Raju
Risk Management Policy :
The Company has taken steps to mitigate the following risks.
Raw Material Price :
As the Company suspended the activities there is no raw material.
Competition and price pressure :
Our being a packing industry there are many players and there is severe competition andprice cutting indulged by competitors. Action of one player is followed by other to eitherincrease market share or offer low price to retain the volumes which leads tosuspension of production activity of the company.
Foreign Currency Risks :
The Company's exposure to foreign currency is low. The export volumes are nil. Theimpact of foreign exchange fluctuation is almost negligible considering the volume oftransactions in foreign currency.
15. Statutory Auditors
As M/s K P Rao & Co. Chartered Accountants Bangalore the Statutory Auditors ofthe Company expressed their inability to conduct the statutory audit of the company andsubmitted their resignation M/s G M K Associates Chartered Accountants Hyderabadwilling to act as statutory auditors of the company for a period of 5 years from theconclusion of ensuing Annual General Meeting subject to approval of the shareholders inthe ensuing Annual General Meeting to be held on 29 th September 2020.
The Company has obtained necessary certificate under Section 141 of the Act 2013 fromthe auditor conveying their eligibility for the above appointment. The Audit Committeeand Board reviewed their eligibility criteria as laid down under Section 141 of the Act2013 and recommended their appointment as Auditors for the aforesaid period
16. Board of Directors:
Sri D V Prudvi Raju Director is liable to retire by rotation at this Annual GeneralMeeting and being eligible offers himself for appointment as the director of theCompany.
17. Secretarial Audit Report:
Copy of the Secretarial Audit Report issued by Sri VBSS Prasad Practicing CompanySecretary (CP No: 4605) for the year under report in Form MR-3 is attached as Annexure-4 to this report. There are qualifications in the Secretarial Audit Report whichwere the result of financial crunch the company is facing due to suspension of operations.
18. Particulars of appointment and remuneration of Managerial Personnel:
The statement of particulars of Appointment and Remuneration of Managerial Personnel interms of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel )Rules 2014 is enclosed as Annexure 5 to this report.
All remaining properties and insurable interests of the Company have been fully insured
20. Change in nature of Business:
There is no change in the Company's nature of business during the financial year ending31.03.2020
21. Internal Control System and their adequacy:
Considering the size of business and nature of operations the internal control systemsand procedure adopted by the company are reviewed periodically by the Board and AuditCommittee. The existing control systems are adequate.
22. Significant and Material orders passed by Regulators:
No such orders have been received during the year under review.
Material changes and commitments :
There are no material changes and commitments in the business operations of the Companyduring the year under review except that the production continues to remain suspendedsince 15th July 2014
23. Policy on Sexual Harrassment:
The Company has no employees on its roles and specifically no women employee in theemployment of the Company. The Company is in the process of framing and formulating policyon sexual harassment at workplace in accordance with Sexual Harassment of Women atworkplace ( Prevention prohibition and Redressal ) Act 2013. During the year under reviewthe Company has not received any complaints pertaining to Sexual Harassment.
The Board has expressed its gratitude to the State Bank of India various departmentsof the State and Central Government customers vendors and shareholders for theirvaluable support to the company staff and employees.