Your Directors present to you the 38th Annual Report together with theAudited Accounts of your Company for the year ended 31st March 2017.
FINANCIAL RESULTS :
The performance during the period ended 31st March 2017 has been as under :
| || |
(Rs. in Lacs)
| ||for the year ended 31-03-2017 ||for the year ended 31-03-2016 |
|Sales || ||182.61 |
|Other Income || ||1.82 |
|Loss Before Interest Depreciation and Tax || ||18.89 |
|Interest || ||7.55 |
|Depreciation || ||4.56 |
|Provision for Taxation (Defeered & Current Tax) || ||NIL |
|Loss After Taxation || ||31.00 |
During the year under review the turnover of your Company has decreased to Rs. 94.74lacs from Rs. 182.61 lacs of the previous year resulting into loss of Rs. 154.42 lacsagainst loss of Rs. 31.00 lacs of the previous year.
In view of Loss incurred during the year your directors do not recommend any dividend.
The Company has incurred huge loss during the year under review in view of provisionbad debts and writing off the obsolete stock.
Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 in connection with Corporate Governance are not applicable to the Company since thepaid-up capital of the Company is less than Rs. 10 Crore and Net Worth of the Company isbelow Rs. 25 Crore.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure "A".
NUMBER OF BOARD MEETINGS HELD :
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings were convened and held. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013.
(a) that in the preparation of the annual accounts for the year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures; if any;
(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof the loss of the Company for the year ended on that date;
(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the directors had prepared the annual accounts on a going concern basis;
(e) that the directors in the case of a listed Company had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INDEPENDENT DIRECTORS DECLARATION:
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Directors.
EVALUATION OF THE BOARDS PERFORMANCE:
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. Transactions with relatedparties entered by the Company in the normal course of business are periodically placedbefore the Audit Committee for its omnibus approval and the particulars of contractsentered during the year as per Form AOC-2 is enclosed as Annexure "B".
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies Accounts) Rules 2014 is given in the Annexure "C" to thisreport.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
As per the provisions of the Companies Act 2013 Mr. G S Jha will retire by rotationat the ensuing AGM and being eligible offered himself for re-appointment. The Boardrecommends his re-appointment.
During the period under review Directors Mrs. Rushali Nagar resigned from the Boardwith effect from 30th January 2017. The Board places on record its appreciation andgratitude for his guidance and contribution during his association with the Company. Mrs.Dimple Thaker was appointed as an additional director w.e.f 30th January 2017.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s. Shah Sanghvi & Co. as the Statutory Auditors ofthe Company will conclude from the close of ensuing Annual General Meeting of the Company.The Board of Directors places on record its appreciation to the services rendered by M/s.Shah Sanghvi & Co. as the Statutory Auditors of the Company. Subject to the approvalof the Members the Board of Directors of the Company has recommended the appointment ofM/s. Jain & Hindocha Chartered Accountants (ICAI Firm Registration Number 103868W) asthe Statutory Auditors of the Company pursuant to Section 139 of the Companies Act 2013.Accordingly the Board recommends the resolution in relation to appointment of StatutoryAuditors for the approval by the shareholders of the Company. There is no auditqualification for the year under review.
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. VijayBhatt & Co. Company Secretaries. The Secretarial Auditors Report is attached asAnnexure 'D'. The Company is in
the process of making compliance of the qualification remark put by the SecretarialAuditor. SUBSIDIARIES:
Your Company does not have any subsidiary/subsidiaries within the meaning of theCompanies Act 2013. CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall within the purview of Section 135 of the Companies Act2013.
The Company has not accepted any fixed deposits and accordingly no amount wasoutstanding as on the date of the Balance Sheet.
DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Disclosures required under Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment & Remuneration) Rules 2014 have been annexed as Annexure"E".
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company has safe and healthy work environment that enables its employees to workwithout fear prejudices gender bias and Sexual harassment and also set up guideline inline with the requirement of The Sexual Harassment of Women at workplace (PreventionProhibition & Redressal) Act 2013.
During the financial year 2016-17 no complaint was received under the policy.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
|PLACE: VADODARA ||By the Order of Board of Directors of GUJARAT WEDGE WIRE SCREENS LTD |
|DATE: 30.05.2017 ||PRIYADARSHAN MEHTA |
| ||CHAIRMAN |