Your Directors take pleasure in presenting the 25th Annual Report of your Companytogether with the Audited Accounts for the year ended 31st March 2019.
(Rs. In Lakhs)
|Particulars ||2018-19 ||2017-18 |
|INCOME: || || |
|Sales ||712.59 ||631.46 |
|Other Income ||1.16 ||18.25 |
|Total (A) ||713.76 ||649.71 |
|EXPENSES: || || |
|Cost of Material Consumed ||252.14 ||242.14 |
|Purchase of Stock-in-trade || || |
|Changes in inventories of finished goods work in progress and stock-in-trade ||43.18 ||23.68 |
|Employee benefit expenses ||156.03 ||160.81 |
|Interest and Financial Charges ||36.41 ||25.95 |
|Other expenses ||154.35 ||143.49 |
|Exceptional items ||0.27 ||14.43 |
|Total (B) ||624.57 ||610.5 |
|Profit before Depreciation and Tax (C) = (A) - (B) ||71.19 ||39.21 |
|Depreciation and amortization expenses ||70.03 ||93.66 |
|Tax ||0 ||0 |
|Profit / (Loss) after Depreciation and Tax ||898345 ||(67.97) |
|Earnings Per Share(Basic) ||0.15 ||(1.13) |
|Earnings Per Share(Diluted) ||0.15 ||(1.13) |
OPERATIONS AND BUSINESS PERFORMANCE:
The Company turnover increase to Rs.712.59 lakhs during the year 2018-19 as againstRs.649.71 lakhs during the previous year 2017-18. The Export Sales for the year 2017-18was Rs. 37.90 lakhs compared to Rs. 4.37 lakhs. The Company's net profit after tax for theyear 2018-19 is to Rs.8.98 lakhs as against loss of Rs. 67.97 lakhs in the previous year.The company is competent of achieving profitability.
The Board is unable to recommend any Dividend for the year under review due to nothaving enough profit of the company.
TRANSFER TO RESERVES
Your company has not made any transfer to reserve during the financial year 2018-19.
Mr. Mr. Rajeev Gobindram Hassan and (holding DIN 02192261 was appointed as anAdditional Director on 1st July 2019. Your Directors recommend his appointmentas a Independent Director.
At the ensuing Annual General Meeting Mr. Rajiv Ghosh Roy (DIN: 03050182) whoretires by rotation and being eligible offers himself for re-appointment
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors state that:
a) In the preparation of the annual account for the year ended March 312018 theapplicable accounting standard read with the requirements set out under schedule III tothe Act have been followed and there are no material departures from the same.
b) The Directors have selected such accounting policies and applied then consistentlyand made judgments and estimate that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 312018 and the profit of thecompany for the year ended on that date.
c) The Directors has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual account on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Director have devised proper system to ensure compliance with the provision ofall applicable laws and that such system is adequate and operating effectively.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the company during the year. There wasno significant and material order passed by regulator or court or tribunal impacting thegoing concern status and company operation in future. There was no material change andcommitment affecting the financial position of the company occurring between 31 March 2019and the date of the report.
The Company has not accepted/renewed any deposit from the public during the year underreview. PROSPECTUS:
Your company is expected to maintain a reasonable rate of growth and your directorpositively view the prospectus for the current year with confidence.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE REPORT
During the year under review no company have become or ceased to be company'ssubsidiaries joint ventures or associate companies. A report on the performance andfinancial position of each of the subsidiary associated and joint venture companies asper the companies Act 2013 is not applicable.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURE
No employee of the Company had drawn salary in excess of the limits specified underSection 197(12) of the Companies Act 2013 and the rule 5 of the company (Appointment andRemuneration of managerial personnel) rules 2014 and read with the Companies (Particularsof Employees) Rules 1975.
AUDITORS AND AUDITORS REPORT:
At the Annual General Meeting held on 30th September 2015 M/s Mishra &Co. Chartered Accountants were appointed as Statutory Auditor of the Company to holdoffice for the terms of 5 years subject to ratification by the members in Annual GeneralMeeting. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditor shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Mishra & Co. Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The note on accounts referred to in the auditor's report are self-explanatory and thereare adverse remarks or qualification in the report.
Director View on Auditor Adverse remark:
The company has maintained proper book of account including stock registerinventory same has been provide to statutory auditor during the audit. Hence the view ofaudit qualification is unnecessary.
M/s Ravi Tirthani Company Secretaries have been appointed as Secretarial Auditors ofthe Company for the year 2018-19. The Secretarial Audit report for the financial yearended March 312019 is annexed to this report. The Secretarial Audit report does notcontain any qualification reservation or adverse remark.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:
All related party transaction that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with the Promoter DirectorKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the company at large. All related party transaction is placed beforethe audit committee and give in the notes annexed to and forming part of this financialstatement.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company is not cover under section 135 of the companies Act 2013. So the companyhas not required constituting a committee and the contribution in the corporate socialresponsibility.
OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSED) ACT 2013
The sexual harassment of women at workplace (prevention prohibition and redressed) act2013 is not applicable on the company
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particular relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclose under the act are provide inAnnexure-(A).
MANAGEMENT DISCUSSION & ANALISYS REPORT:
Management Discussion & Analysis Report for the year under review as stipulatedunder SEBI (LORD) Regulation 2015 with the stock exchange in India is presented in aseparate section forming part of the Annual Report.
The company is committed to maintain the highest standard of corporate governance andadhere to the corporate governance requirement set out SEBI. The report on corporateGovernance as stipulated under SEBI (LORD) Regulation 2015 form part of the Annualreport. The requisites certificate from the auditor of the company confirming thecompliance with the condition of corporate governance as stipulated under the aforesaidSEBI (LORD) Regulation 2015 is attached to this report.
During the year your director have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the board in (a) Overseeing and approvingthe company enterprise wide risk management framework; and (b) Overseeing that all therisk that the organization faces such as strategic financial credit market liquiditysecurity property property legal regulatory reputation and other risk have beenidentified and assessed and there is adequate risk management infrastructure in placecapable of addressing those risks. A group Risk Management Policy was reviewed andapproved by the committee.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of the act and the article of association of thecompany Mr. Rajib Ghosh Roy Director of the company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered themselves for re-appointment.
The following policies of the company are attached herewith marked as Annexure -(C).
a) Policy for selection of the Director and determining Directors Independence: and
b) Remuneration Policy for Directors Key managerial person and other employees.
INDEPENDENT DIRECTORS DECLARATION
The company has received declaration from the entire independent director of thecompany confirming that they meet the criteria of the independence as prescribed bothunder the Act and SEBI (LORD) Regulations 2015 with the stock exchanges.
MEETING OF THE BOARD
Six meeting of the board of directors were held during the year. For further detailsplease refer on corporate governance of the annual report.
Pursuant to the provision of the companies Act 2013 and clause of the listingagreement the board is carried out an annual performance Evaluation of its performancethe director individually as well as the evaluation of its Audit Nomination andRemuneration and Other committee. The manner in which the evaluation has been carried outhas been explained in the corporate governance report. The independent directors areregularly updated on the industry and market trends plants and process and operationperformance of the company through presentations in this regard and periodic plant visit.They are also periodically kept aware of the latest development in the corporategovernance their duties as a director and relevant laws.
VIGIL MECHANISM POLICY
The company has a vigil mechanism policy to deal with the instance of fraud andmismanagement if any. The detail of the vigil mechanism policy is explained in thecorporate governance report.
PARTICULAR OF LOAN GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Detail of loans Guarantee and investment covered under section 186 of the companiesAct 2013 are given in the notes to the financial statements.
The Company's shares are listed in the Bombay Stock Exchanges of Mumbai. The addressesof the said Stock Exchanges are stated elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN:
Extract of Annual return of the company is annexed herewith as Annexure (E) to thisreport. ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the Governments FinancialInstitutions and Banks for the assistance co-operation and encouragement received duringthe year. For the continuing support of Investors Dealers Business Associates andEmployees at all levels. Your Directors wish to place on record their sincere appreciationfor their unstinting efforts in ensuring excellent performance.
Your Directors also wish to express their appreciation of dedicated efforts in pursuitsof excellence put in by the employees at all levels.
| ||For and on behalf of the Board of Directors |
|Sd/- ||Sd/- |
|SURENDRA BHANDARI ||SIDHARTH BHANDARI |
|MANAGING DIRECTOR ||DIRECTOR |
|Place: Bangalore || |
|Date: 3rd September 2019 || |