Your Directors present the Forty Five Annual Report together with the audited Accountsof your Company for the accounting period ended 31st March 2017.
1. FINANCIAL RESULTS
The performance of the Company for the financial year : 2016-17 is as under
| || ||(Rs. In Lacs) |
| ||2016-17 (12 Months) ||2015-16 (12 Months) |
|Net Sales & Other Income ||- ||- |
|Profit(Loss) Before Interest Dep. and Extra Ordinary Items ||(23) ||(156) |
|Less: || || |
|Interest ||- ||- |
|Depreciation ||62 ||60 |
|Provision for Taxation ||- ||- |
|Profit (Loss) After Taxation ||(85) ||(96) |
The Management of the Company was compelled to suspend the operations of the Plant atvarious shifts due to labour unrest & cessation of work by the workers unions fromtime to time even after signing of LTA and finally the Management declared lock out of theCompany w.e.f. 27th December 2012.
2. STATE OF AFFAIRS:
The company could not achieve any production for the period under review due to lockout and conciliation is in progress. We expect to settle the issue at the earliest.
3. GENERAL OUTLOOK:
The Company has undertaken modification of the plant to increase Production.
4. HIGHLIGHTS OF THE YEAR
The Company has not taken up production during the year due to lockout.
5. REFERENCE TO B.I.F.R.
Company has filed a reference u/s 15 (l) of the Sick Industries Companies (SpecialProvisions) Act 1965 (SICA) before Board for Industrial & Financial Reconstruction(B.I.F.R) informing the said Board that net worth of the Company had been fully erodedfully on 30-09-2012 and the Company has become a Sick Company.
Your Directors regret their inability to recommend any dividend in view of lossesincurred.
The board reports that The Company has not transferred any amount to the reservesduring the current financial year.
8. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes that have occurred subsequent to the close of thefinancial year of the company to which the balance sheet relates and the date of thereport.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATIONS IN FUTURE:
There has been no material or significant orders that have been passed by theregulators or courts or tribunals impacting the going concern status.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company doesn't have the subsidiaries and associate companies as on the date ofthis report.
11. PUBLIC DEPOSITS:
The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
At the Annual General Meeting held on 30th September 2015 Messrs.Balkrishnan & Co. (fRn No. 011890S) Chartered Accountants were appointed asstatutory auditors of the company to hold office till the the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2018.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderthe appointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of Messrs. Balkrishnan & Co. (FRN No. 011890S)Chartered Accountants as statutory auditors of the Company is placed for ratification bythe shareholders.
13. AUDITOR'S REPORT :
The qualifications in the attached Auditor's Report read with the notes on accounts areself explanatory except those points which are being explained as below:
The Company has prepared accounts for the year 2016-17 based on the concept of GoingConcern. Certain provisions were made on the estimated basis and for known expenses wereaccounted in full. Your Directors have also noted the observation of the auditors alongwith the notes on accounts and wish to comment/clarify on the important observations asfollows:
(i) The Company was steadily maintaining its books of accounts on the concept"going concern basis" in-spite of losses incurred by the Company. The Companyhas been referred to BIFR and expect various reliefs and concession. Accordingly theCompany continues to follow its decision taken in the previous years to maintain theaccounts on the concept of going concern basis.
(ii) The Company is under lock out since 27.12.2012. Your Board of Directors are alsofacing the practical difficulty in getting confirmation in respect of Account Receivablesfrom various debtors in a locked out Company. Thus we are not in a position to provide therequired information on the realizable value of debtors.
(iii) The said Creditor though they were appointed as the internal auditor of theCompany they have not given proper service as an internal auditor for the period. Theyhave not done any Internal Audit work satisfactorily during the period and did not giveany reports which they supposed to give to the Company as an internal Auditor. Your Boardof Directors has noted this lack of responsibility from the part of a professional serviceprovider very seriously and Board raised dispute on the amount due to the said creditor.Hence it is not payable by the company and accordingly it is not disclosed ".
(iv) Due to continued labour unrest the management was compelled to declare lock outof the unit on 27.12.2012. Since the Company is under lock out there are no skilledworkers and management staff a available to conduct the stock verifications and thus yourBoard of directors are not in a position get the stock valuation done.
(v) Remedial steps are being taken on other adverse remarks raised in the Auditor'sReport. However consequent to the lock out of the
Company and continuous shortage of qualified staff the implementation is delayed.
14. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s Makarand Patwardhan & Co. Practicing Company Secretaries as SecretarialAudit of the Company.
The Secretarial Audit Report for the financial year ended 31st March 2017is annexed herewith as "Annexure 1". Your Directors have also noted theobservation of the Secretarial Auditors and wish to comment/ clarify on the importantobservations as follows:
1. The Company is under lock out since 27.12.2012 and has already applied forRegistered with BIFR. The Company is taking remedial steps on remark raised in theSecretarial Audit Report. However consequent to the lock out the Company and continuousshortage of qualified staff the implementation is delayed.
2. The Company is closed since December 2012 and has already applied for registered forBIFR. The Company is in process of getting appointment of full time Director.
3. Company has not appointed Internal Audit Cost Auditor and Company Secretary ascompany is under lock out and there is no operation since 27.12.2012.
15. SHARE CAPITAL:
The Authorised share capital of the company is ' 25 crore comprising equity sharecapital of ' 15 crore and preference share capital of ' 10 crore
16. EXTRACT OF ANNUAL RETURN:
The Board hereby attaches as Annexure 2 an extract of annual return in Form MGT-9 asenvisaged under the provisions of the Companies Act 2013.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the "Annexure 3" heretoand forms part of this Report.
18. CORPORATE GOVERNANCE :
A separate report on the practices followed by the Company on Corporate Governancealong with Auditor's certificate on its compliance is annexed and forms part of thisreport.
19. MANAGEMENT DISCUSSION & ANALAYSIS REPORT:
Management Discussion and Analysis for the year under review is presented in a separatesection forming part of this Annual Report.
20. DEPOSITORY SYSTEM
Equity shares of the Company are tradable compulsorily in demat form and your Companyhas established connectivity with both the depositories
i.e. National Securities Depository Limited and Central Depository Services (India)Limited through share transfer registrar. In view of the numerous advantages offered bythe Depository system members are requested to avail demat facility of the Company'sshares.
The following are the Board of Directors of the Company as on the date of this report:
|DIN ||Directors ||Date of Appointment |
|06509470 ||Surendran Nair ||06/03/2013 |
|06978066 ||Ramdas K Kamat ||04/09/2014 |
|02808196 ||Jayakumar Chettiyar ||14/05/2013 |
|06597342 ||Tribhuvan K Pandey ||30/03/2013 |
|07926307 ||Reshmi Mol S ||01/02/2017 |
a. Change in Directorship during the year:
Ms. Reshma Kanade has resigned from the Board of Directors of the Company w.e.f. 01stFebruary2017. As per the provisions of Section 149(1) of the Companies Act 2013 theCompany is required to have at least one Woman Director on its Board. Keeping in view ofthis requirement Ms. Reshmi Mol S has been appointed as a Director of the Company witheffect from 01st February2017.
b. Statement on declaration given by Independent Directors under sub-section (6) ofSection 149:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013.
c. Familiarization programme undertaken for Independent Directors :
The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. Each newly appointed. Independent Directoris taken through a formal induction program on the Company's operations marketingfinance and other important aspects. The Company Secretary briefs the Director about theirlegal and regulatory responsibilities as a director.
e. Non-independent directors:
In accordance with the provisions of section 152 of the Companies Act 2013 Mr. RamdasKamat retire by rotation being eligible have offered themselves for re-appointment asDirectors. Your Directors recommend their appointment as Directors of the Company.
22. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended 31st March 2017. Six Board Meetings were held detailsof which are given in the Corporate Governance Report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
23. MEETINGS OF INDEPENDENT DIRECTORS
During the year under review a meeting of Independent Directors was held on 07thDecember 2015 wherein the performance of the NonIndependent Directors and the Board as awhole was reviewed. The Independent Directors at their meeting also assessed the qualityquantity and timeliness of flow of information between the Company's management and theBoard of Directors of the Company.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Your Company did not extend any loans guarantees or make any investments covered underthe ambit of Section 186 of the Companies Act 2013.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto are disclosed inForm No. AOC -2 (As Enclosed Annexure-4).
26. PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Sections 134(3)
(c) and 134(5) of the Companies Act 2013 with respect to Directors' ResponsibilityStatement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same.
(ii) 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 as at the end of the financial year andof the loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting recording accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the Directors have prepared the annual accounts of the Company on a goingconcern' basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively
28. PERFORMANCE EVALUATION :
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance that of its Committees andindividual directors..
The Nomination and Remuneration Committee at its meeting established the criteria basedon which the board will evaluate the performance of the directors. A separate exercise wascarried out to evaluate the performance of individual Directors on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company etc. The performance evaluation of the Non Independent Directors and Boardas a whole was also carried out by the Independent Directors. The Directors expressedtheir satisfaction over the evaluation process and results thereof.
29. WHISTLE BLOWER POLICY:
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required underSection 177 of the Companies Act 2013 and. A Vigil (Whistle Blower) mechanism provides achannel to the employees and Directors to report to the management concerns aboutunethical behavior actual or suspected fraud or violation of the Codes of conduct orpolicy.
None of the officials/personnel of the Company has been denied access to the AuditCommittee. The Vigilance Officer/Chairman of Audit Committee has not received anycomplaint during the financial year ended 31st March 2017.
An acknowledgement to all who help us in its present crises.
By Order of the Board of Director
| ||Surendran Nair |
|Mumbai : 26th August 2017 ||Director |