Your Directors are pleased to present the 55th Annual Report together with AuditedFinancial Statements of the Company for the year ended 31st March 2018.
|I. FINANCIAL PERFORMANCE || ||Rs. In Lakhs |
|FINANCIAL RESULTS ||2017- 2018 ||2016-2017 |
|Profit/(Loss) before Finance Cost ||5292.23 ||(1229.87) |
|Less: Finance Cost ||(89.49) ||(124.67) |
|Cash Profit/(Loss) ||5202.74 ||(1354.54) |
|Depreciation ||25.85 ||58.81 |
|Net Profit/(Loss) ||5176.89 ||(1413.35) |
|Provisions for Deferred Tax/tax expense - ||18.02 |
|Profit/(loss) for the ||5176.89 ||(1431.37) |
|APPROPRIATION || || |
|Transfer from General Reserve ||- ||- |
|Carried over to next year ||5176.89 ||(1431.37) |
The company has discontinued its business activities and has sold the plants and hasmonetized all the assets. The Directors considered it prudent not to distribute dividendat this stage keeping in view the future plans of the company.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
The financial situation as enumerated above does not permit any transfer to GeneralReserves.
MANAGEMENT DISCUSSION AND ANALYSIS/STATE OF AFFAIRS OF THE COMPANY
(This covers all the matters on which discussion and analysis is required to be made inAnnual Report under Regulation 34(3) of SEBI (LODR) Regulation 2015
As reported in the previous annual report the company had discontinued its operationat its sole manufacturing plant at Sonepat and finally declared closure of the plant w.e.f15/12/2016. During the current financial year the Company has successfully monetizedentire land of its plant alongwith plant machinery and stocks. From the realisationthereof the Company has paid off all its liabilities. Further as on date of this reportthe Company is now entirely debt free.
Your directors are actively in the process of identifying alternate line of businessbut due to prevailing uncertain economic conditions it is considered prudent to becautious in committing to a particular line of activity till the overall economiccondition improves.
The board is thankful to the stakeholders for standing with it in times of crisis.
The Total no. of employees as on 31.3.2018 was 32.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Saurabh Kumar Parasramka is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.
Further Mr. Govind Deora Company Secretary of the Company has resigned from theCompany w.e.f 31st August 2017 and Ms. Sonam Gupta has been appointed as CompanySecretary and Compliance Officer of the Company w.e.f. 01st June 2018. Further there isno change in the composition of the Board of Directors of the Company and no directors andKey Managerial Personnel have been appointed/re-appointed or resigned from the companyduring the year under review i.e. 2017 - 2018 except as specified above.
DIRECTORS' RESPONSIBILITY STATEMENTS
In compliance to the Provisions of Section 134(5) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed :i. That in thepreparation of the accounts for the year ended 31st March 2018 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures. ii. That the Directors have selected such accounting and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review. iii.That the Directors have taken proper and sufficient for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities. iv. That the Directors have prepared the accounts for financial year ended31stMarch 2018 on a "going concern" basis. v. That the Directors had laid downproper internal control to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively. vi. That the Directors have devisedproper systems to compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively..
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designed to provide reasonableassurance with regard to recording and providing reliable Financial and Operationalinformation complying with applicable statutes safeguarding assets from authorized useor losses executing transactions with proper authorization and ensuring compliance ofinternal policies.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
RISK MANAGEMENT POLICY
A risk management policy duly approved by the Board is in place as required undersection 134(3)(n) of the Companies Act 2013 which defines the risk assessment andminimization procedures. As per view of board there is no risk in operation of companywhich may impact the existence of company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is availableon company's website htt://www. everesttools.com/investors/MGT-9-2017-2018pdf.
NUMBER OF MEETING OF THE BOARD
During the financial year 2017-18 the board met 4 (Four) times.Meetings of Board ofdirectors were convened and held on 09/06/201715/09/2017 23/10/2017 and 25/01/2018. Themeetings of Audit Committee were convened and held three times during the year. Themeeting of Nomination and Remuneration Committee was convened and held one time during theyear. Requisite quorum was present in all the meetings.
|Name of the Director ||Number of Board meetings attended during the financial year 2017-18 |
|Shri Shravan Kumar Mandelia || ||04 || || |
|Shri Balgopal Mandelia || ||04 || || |
|Shri Pradeep Jain || ||01 || || |
|Shri Ambarish Raj || ||04 || || |
|Shri Lokesh Sood || ||01 || || |
|Shri Saurabh Kumar Parasramka || ||04 || || |
NUMBER OF MEETING OF AUDIT COMMITTEE
|Name of the Member || |
Number of meetings attended during the financial year 2017-18
|Shri Pradeep Jain || |
|Shri Ambarish Raj || |
|Shri Lokesh Sood || |
|Shri Saurabh Parasramka || |
NUMBER OF MEETING OF NOMINATION & REMUNERATION
|COMMITTEE || |
|Name of the Member ||Number of meetings attended during the financial year 2017-18 |
|Shri Pradeep Jain ||01 |
|Shri Ambarish Raj ||01 |
|Shri Lokesh Sood ||01 |
STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
NOMINATION AND REMUNERATION POLICY
TThe Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors KMPs and Senior ManagementPersonnel and their remuneration. The Policy is annexed herewith as Annexure"A".
The composition role functions and powers of the Nomination and RemunerationCommittee are in accordance with the Provisions of the Companies Act 2013 and the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT
The auditor's report and notes on accounts referred to in the Auditor's Report areself-explanatory and there are no adverse remarks or qualification in the Report andtherefore do not need any further comment.
Regarding observations made by the Secretarial Auditors most of observations are selfexplanatory however regarding appointment of woman director it may be please noted thatdue existing crisis in the company no woman director was ready to be on the Board of theCompany.
PARTICULARSOFLOANSGUARANTEESORINVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
These primarily consist of loans to employees as per the policies of the Company andloans to suppliers in the normal course of business of the company. The closing balancesof these loans are disclosed under the schedule of Loans and Advances in the financialStatements. The Company has not given any guarantees or made any investments during theyear which would be covered by Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of contracts or arrangements entered into by theCompany with Related parties have been done at arm's length and are in the ordinary courseof business are material in nature. Therefore it's not required to be provided in FormAOC-2.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY
During the year under review the Company has discontinued its operation at its solemanufacturing plant at Sonepat and finally declared closure of the plant w.e.f 15/12/2016.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS & OUTGO
Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is givenhereunder: As company has already closed its sole manufacturing plant in Sonipat w.e.f.15/12/2016 as such there is no activities in respect to energy conservation and technologyabsorption. Futher during the financial year 2017-18 no transaction has been done inrespect of foreign exchange.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance as a whole and individually forChairman& Managing Directors Managing Director Executive Director and IndependentDirectors.
The performance is being evaluated on the Basis of their attendance in the meetingscompliance of Code of conduct of the Company and applicable provisions of the companiesAct their participation level in the meetings etc.
The performance is evaluated by each director for themselves and for conduct andperformance of Board from their point of view. Independent Directors evaluated theperformance of Chairman and other non independent directors and Board as a whole in theirseparate meeting. The performance of Independent Director is evaluated by the Board.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there has been no change in the nature of business of theCompany.
NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO SUBSIDARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR
The Company did not have any subsidiaries associates or Joint ventures during theyear.
During the financial year the Company has not accepted any deposits from the publicunder Section 73 and 74 of the Companies Act 2013 along with the rules made thereunderduring the year under review.
SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANYS OPERATIONS
To the best of our knowledge the Company has not received any such orders fromRegulators Court or Tribunals during the year which may impact the going concern statusor the Company's operations in future.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has formulated a policy on Prevention of Sexual Harassment approved by theBoard. The policy may be accessed on the Company's website. Your Directors further statethat during the year under review there were no cases filedpursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressed) Act 2013.
WHISTLE BLOWER POLICY
The Board of Directors has adopted the Whistle Blower Policy. The Policy has provided amechanism for Directors Employees and other persons dealing with the Company to report tothe Chairman of the Audit Committee any instance of unethical behavior actual orsuspected fraud or violation of the Code of Conduct of the Company.
The details of the policy have been uploaded at the website of the Company.
COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee is mentioned as under:-
|Sh. Ambarish Raj ||Independent Director |
|Sh. Pradeep Jain ||Independent Director |
|Sh. Lokesh Sood ||Independent Director |
|Sh. Saurabh Parasramka ||Non-Executive Non Independent |
| ||Director |
The composition role functions and powers of the Audit Committee are in accordancewith the Provisions of the Companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
M/s Singhi & Company Chartered Accountants (Firm Registration No. 302049E) wereappointed as the Statutory Auditors of the Company. The current tenure of M/s Singhi &Company Chartered Accountants has expired. M/s. SSRA & Co. Chartered Accountants(Firm Registration No. 014266N) be and are hereby appointed as statutory auditors of theCompany in place of M/s Singhi & Company Chartered Accountants (Firm Registration No.302049E) for a period of five (5) years from the conclusion of 54th AGM till theconclusion of the AGM to be held in the calendar year 2022 and the Board of Directors beand is hereby authorized to fix remuneration payable to them for the financial year endedMarch 31 2019 in consultation with the Auditors.
The Company has received a certificate from the proposed auditors to the effect thattheir appointment if made would be within the limits prescribed u/s 139 of the CompaniesAct 2013 and they are not disqualified for such an appointment under the provisions ofthe Companies Act 2013.They have also confirmed that they have hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI)as required under the provisions of Regulation 33 of the Listing Regulation.
Pursuant to the provisions of section 204 of the Act the Companies(Appointment andRemuneration of Managerial Personnel ) Rules2014 the Directors has appointed Mr. PradipKumar Muduli practicing Company Secretary for conducting secretarial audit of the companyfor the financial year 2017-18 The Secretarial Audit Report is annexed herewith as Annexure"B".The Secretarial Audit Report contained few qualifications which havebeen duly explained.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT
There are no such frauds reported by auditors which are committed against the companyby officers or employees of the company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Thelist of top 10 employees attached as Annexure "C" and there is noemployees who draw remuneration in excess of the limits set out in the said rules.
SEBI has exempted listed companies with equity share capital of up to Rs 10 crore andnet worth not exceeding of Rs 25 crores from the mandatory compliance of corporategovernance code. However as the net worth of the company as per the latest auditedbalance sheet of 31.03.2018 is Rs. 320444954/-. Therefore Corporate Governance Reportis applicable on the company w.e.f. 01.04.2018 and the company shall comply with therequirements of the above specified regulation within the time period specified therein.
Your Directors wish to place on record their sincere appreciation to employees fortheir continuous efforts and valuable services rendered by them at all levels.
FOR & ON BEHALF OF THE BOARD
Place : New Delhi
Shravan Kumar Mandelia
Dated : August 10 2018