To the Members
The Directors are pleased to present the 51st Annual Report and the Audited FinancialStatements for the year ended 31 March 2021.
1. FINANCIAL RESULTS
The performance during the period ended 31st March 2021 has been under:
(Rs in Lakhs)
|Particulars ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Revenue from operations and other income (gross) ||261.49 ||33.67 |
|Profit before finance costs and depreciation amortization expense ||88.35 ||(21.06) |
|Finance Cost ||7.55 ||0.37 |
|Depreciation and amortization expenses ||2.17 ||2.19 |
|Profit/Loss after tax ||78.63 ||(23.63) |
|Other Comprehensive income ||0.15 ||3.03 |
|Total comprehensive income ||78.78 ||(20.59) |
During the year under review the Company's operations have improved with the grossrevenue going upto Rs. 261.49 lakhs from Rs. (33.67) lakhs during the previous year. TheCompany also registered a net profit of Rs. 78.63 lakhs compared to a loss of Rs. (23.63)lakhs during the previous year. Despite the pandemic and the resulting slowdown in ouractivties the Company was able to bring its projects to the final commissioning stage.The completion of the projects is dependent on conditions prevailing at the customerlocation.
During the year under review the Company did not accept any deposits
4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology Absorption Foreign Earnings andoutgo required to be disclosed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 to the Companies (Accounts) Rules 2014 are provided in Annexure - I formingpart of this report
5. IMPACT OF COVID-19 PANDEMIC:
The spread of COVID-19 pandemic affected activities of businesses across the globe. Inmany countries including India there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverability ofreceivables inventories loans and other financial assets the Company has consideredinternal and external information up to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impact of this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapproval of these financial statements
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors Responsibility Statement the Board of Directors of the companyconfirms:-
(a) That the preparation of the annual accounts for the financial year ended31.03.2021 the he applicable accounting standards have been followed along with properexplanations relating to material departures
(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 at the end of thefinancial year 31 st March 2021 and the profit and Loss of the company for the period.
(c) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingof the company the assets and for preventing and detecting fraud and other irregularities.
(d) That the directors had prepared the annual accounts for the financial year ended31st March2021 on a going concern basis and
(e) That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) That Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
8. COURT/TRIBUNAL ORDERS
There were no instances of any significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
9. RELATED PARTY TRANSACTION:
The contracts or arrangements of the Company with related parties during the periodunder review referred to in Section 188(1) of the Companies Act 2013 were in ordinarycourse of business and on arm's length basis. During the year the Company had enteredinto the contract/arrangement/ transaction with related parties which could be consideredmaterial in accordance with the related party transaction policy of the Company. The saidpolicy as approved by the Board in terms of provisions of Regulation 23 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The prescribed form AOC-2 of the Companies(Accounts) Rules 2014 is enclosed asAnnexure II to this report
10. ANNUAL RETURN
In terms of provisions of Section 92(3) of the Companies Act 2013 read with theCompanies (Amendment) Act 2017 and the relevant rules made thereunder a copy of theAnnual Return as prescribed under Section 92 of the Companies act 2013.
11. INDEPENDENT DIRECTORS
In terms of provisions of Section 149(7) of the Companies Act 2013 all the IndependentDirectors of the Company have furnished a declaration to the Compliance Officer of theCompany at the meeting of the Board of Directors held on 29 May 2019 stating that theyfulfill the criteria of Independent Director as prescribed under section 149(6) of theCompanies Act 2013 and are not being disqualified to act as an Independent Director.
In terms of the Regulation 2(57) of the Regulations the Company has adopted afamiliarization programme for the Independent Directors to familiarize them with workingof the Company nature of the industry in which the Company operates business model ofthe Company their roles rights responsibilities and other relevant details.
Your Company does not have Subsidiaries
13. INTERNAL AUDITORS
M/s G P Associates. Chartered Accountants Hyderabad shall be the Internal Auditors ofthe Company.
14. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Sharad Gupta & Co Practicing Company Secretaries to conduct Secretarialaudit of the company for the financial year ended March 312021.
The Secretarial Audit Report issued by M/s. Sharad Gupta &Co Practicing CompanySecretaries in Form MR-3 is enclosed as Annexure IV to this Annual Report.
15. STATUTORY AUDITORS
M/s. K.S.Rao& Co Chartered Accountants were appointed as Statutory Auditors ofyour Company at the Annual General Meeting held on 29.05.2017 for five consecutive years.As per the provisions of Section 139 of the Companies Act 2013 the appointment ofAuditors is required to be ratified by Members at every Annual General Meeting.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility required to be disclosed under Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 is not applicable to the company. Hence composition of committee is not required.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans Guarantees Securities and Investments made during the Financialyear ended 31 March 2021 are given in the notes to the financial statements in compliancewith the provisions of section 186 of the Companies Act 2013 read with the companies(Meeting of the Board and its powers) Rules 2014.
18. SHARE CAPITAL
The Authorised share capital of the Company is Rs 84000000 (Rupees Eight Crores FortyLakhs only) divided into 8400000 equity shares of Rs 10/- each. The paid-up capital ofthe Company is Rs 43271000(Four Crores Thirty Two Lakhs Seventy One Thousand only)divided into 4327100 equity shares of Rs 10/- each.
19. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed analysis of the Company's operations in terms of performance in marketsmanufacturing activities business outlook risks and concerns forms part of theManagement Discussion and Analysis a separate section forms part of the Annual Report asAnnexure V
20. BOARD EVALUATION
Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.
The criteria covered various aspects for evaluation of Independent Directors such asParticipation at the Board / Committee meetings Commitment (including guidance providedto senior management outside of Board/ Committee meetings) Effective deployment ofknowledge and expertise Integrity and maintaining of confidentiality Independence ofbehavior and judgment exercise of objective independent judgment in the best interest ofthe Company Ability to contribute to and monitor corporate governance practice andAdherence to the code of conduct for independent directors for Evaluation of the BoardImplementation of robust policies and of the Managing Director and NonExecutive DirectorsParticipation at the Board / Committee meetings Effective deployment of knowledge andexpertise Discharge of its functions and duties as per its terms of reference Processand procedures followed for discharging its functions Effectiveness of suggestions andrecommendations received were considered for evaluation of Chairman of the Board aspectssuch as Managing relationship with the members of the Board and management and effectivedecision making at the board were considered.
21. DIRECTORS AND KMP:
Sri Sreedhar Chowdhury Managing Director of the Company Sri S Manohar RajuNon-Executive Independent Director Sri A SubbaRao NonExecutive Independent DirectorDr.B. Neeta Kumari
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under SubSection(6) of Section 149 of the Companies Act 2013 during the year there was no re-appointmentof Independent Directors took place in the Company.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors Ms. Manoranjani CompanySecretary Compliance Officer & CFO
As per the provisions of Companies Act 2013 Dr.B.Neeta Kumari DIN-00313522 Directorretires by rotation at the ensuing Annual General Meeting and being eligibleseeksre-appointment. The Board recommends her re-appointment.
As per the provisions of companies Act 2013. Sri Sreedhar Chowdhury Managing Director(DIN :00188924) attained 70 years Hence special resolution requires approval of membersin General Meeting. The Board recommends his re-appointment fo a period of 3 years w.e.f.17th September 2021.
23. NUMBER OF MEETINGS OF THE BOARD
6 (Six) meetings of the Board of Directors of the Company were held during the yearunder review. Detailed information of the meetings of the Board is included in the Reporton Corporate Governance which forms part of this Report
24. CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamental to the businessof your Company since its inception. A separate report on Corporate Governance is providedtogether with a Certificate from the Practicing Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated under Listing Regulations. A Certificateof the CEO and CFO of the Company in terms of Listing Regulations inter alia confirmingthe correctness of the financial statements and cash flow statements adequacy of theinternal control measures and reporting of matters to the Audit Committee is alsoannexed.
The extract of annual return in Form MGT-9 as required under Section 92(3) of theCompanies Act and Rule 12 of the Companies(Management and Administration) Rules 2014 isappended as an Annexure II to this Annual Report
25. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company have been denied accessto the Audit Committee. The Whistle Blower Policy aims for conducting the affairs in afair and transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior.
26. POLICY ON SEXUAL HARRASSEMENT
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal)Act 2013.
During the financial year ended 31 st March 2021 the company has not received anyComplaints pertaining to Sexual Harassment.
27. ADOPTION OF INDIAN ACCOUNTING STANDARDS ("INDAS")
The company has adopted Indian Accounting Standards ("IND AS") andaccordingly these financial statements have been prepared in accordance with the same asrequired under section 133 of the Companies Act 2013 read with rules made thereunder.
28. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
In terms of provisions of Section 178 of the Companies Act. 2013 read with Regulation19 of the Regulations a policy relating to remuneration for the Directors Key ManagerialPersonnel and other employees has been adopted by the Board of Directors of the Company inpursuance of its formulation and recommendation by the Nomination and RemunerationCommittee thereby analyzing the criteria for determining qualifications positiveattributes and independence of a Director.
29. REPORT ON FINANCIAL STATEMENTS
The report of M/s.K.S Rao & Co. Chartered Accountants Regn. No.003109S theStatutory Auditors of the Company on the financial statements of the Company for the yearended 31 March 2021 is annexed to the financial statements in terms of provisions ofSection 134(2) of the Companies Act 2013. The observations of the Auditors in theirreport are self-explanatory and/or explained suitably in the Notes to the FinancialStatements. The report of the Statutory Auditors does not contain any qualificationreservation or adverse remark which needs any explanation or comment of the Board.
30. COST AUDIT
During the year under review the Company had not been mandatorily required to get itsCost Records audited in terms of provisions of Section 148 of the Companies Act 2013 readwith the Companies (Cost Records and Audit) Amendment Rules 2014 notified by the Ministryof Corporate Affairs (MCA) on 31 December 2014 as the Industry under which the Companyfalls has been exempted from the Cost Audit under the said rules.
31. RECONCILATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board of India(SEBI) theReconciliation of Share Capital Audit is undertaken by a firm of Practicing CompanySecretaries on quarterly basis. The audit is aimed at reconciliation of total shares heldin CDSL NSDL and in physical form with the admitted issued and listed capital of theCompany.
The Reconciliation of Share Capital Audit Reports as submitted by the Auditor onquarterly basis were filed with the Bombay Stock Exchange of India Limited through BSEListing Centre where the original shares of the Company are listed.
32. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited Mumbai and CalcuttaStock Exchange. Company has applied for delisting of shares and the same is pending withCalcutta Stock Exchange for long time.
33. DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments which can affect the financial position of the Company between the end offinancial year and the date of this report.
34. INDUSTRIAL RELATIONS
During the year under review industrial relations in the Company continued to becordial and peaceful.
35. CODE OF CONDUCT
This is to confirm that the Board has laid down a code of conduct for all Directors andSenior Management Personnel of the Company. It is further confirmed that all Directors andsenior management personnel of the Company have affirmed compliance with the code ofconduct of the Company for the financial year 2020-21.
The Board of Directors would like to thank Business Partners Bankers Investors andAuditors for their continued support and association. Your directors wish to place onrecord their appreciation to employees at all levels for their hard work dedication andcommitment.
DECLARATION ON CODE OF CONDUCT
This is to confirm that the Board of Director of the Company has laid down a Code ofConduct for its members and senior management personnel of the Company. It is furtherconfirmed that all the Directors and senior management personnel of the Company haveaffirmed compliance with the Code of Conduct of the Company for the financial year endedMarch 312021 as envisaged in the listing Agreement with Stock Exchange.