To the Members
The Directors are pleased to present the 49th Annual Report and theAudited Financial Statements for the year ended 31st March 2019.
1. FINANCIAL RESULTS
The performance during the period ended 31st March 2019 hasbeen as under
| || |
(Rupees in lakhs)
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Revenue from operations and other income (gross) ||61.93 ||97.59 |
|Profit before finance costs and depreciation amortization expense ||(14.65) ||8.16 |
|Finance Cost ||0.06 ||0.12 |
|Depreciation and amortization expense ||2.45 ||2.79 |
|Profit / (Loss) after tax ||(12.69) ||5.24 |
|Other Comprehensive income ||(0.65) ||(1.75) |
|Total comprehensive income ||(13.35) ||3.48 |
2. PERFORMANCE Operations
The sales during the year ended 31st March 2019 have beenreduced to Rs. 61.93 lakhs from Rs. 97.59 lakhs of the previous year as some of theprospective purchases were postponed by our customers. The Company registered a net lossof Rs. 14.65 lakhs before providing for depreiation of Rs. 2.45 lakhs.
During the year under review the Company did not accept any deposits
4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on Conservation of Energy Technology AbsorptionForeign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 to the Companies (Accounts) Rules 2014 areprovided in Annexure -
iforming part of this report 5. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act2013 with respect to the Directors Responsibility Statement the Board of Directors ofthe company confirms:-(a) That the preparation of the annual accounts for the financialyear ended 31.03.2019 the applicable accounting standards have been followed along withproper explanations relating to material departures (b) That the Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year 31st March 2019 and the profit and lossof the company for the period. (c) That the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding of the Company assets and for preventing and detecting fraudand other irregularities. (d) That the directors have prepared the annual accounts for thefinancial year ended 31st March2019 on a going concern basis. (e) That the directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively and (f) That the directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
7. COURT/TRIBUNAL ORDERS
There were no instances of any significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
8. RELATED PARTY CONTRACTS AND
The contracts or arrangements of the Company with related partiesduring the period under review referred to in Section 188(1) of the Companies Act 2013were in ordinary course of business and on arm's length basis. During the year theCompany had entered into the contract/arrangement/ transaction with related parties whichcould be considered material in accordance with the related party transaction policy ofthe Company. The said policy is approved by the Board as per the terms of provisions ofRegulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
The prescribed form AOC-2 of the Companies (Accounts) Rules 2014 isenclosed as Annexure-II to this report
9. ANNUAL RETURN
In terms of provisions of Section 92(3) of the Companies Act 2013 readwith the Companies
(Amendment) Act 2017 and the relevant rules made thereunder a copy ofthe Annual Return is enclosed in Annexure - III to this report.
10. INDEPENDENT DIRECTORS
In terms of provisions of Section 149(7) of the Companies Act 2013 allthe Independent Directors of the Company have furnished a declaration to the ComplianceOfficer of the Company at the meeting of the Board of Directors held on 29th May2019 stating that they fulfill the criteria of Independent Director as prescribed undersection 149(6) of the Companies Act 2013 and are not being disqualified to act as anIndependent Director. In terms of the Regulation 2(57) of the Regulations the Company hasadopted a familiarization programme for the Independent Directors to familiarize them withworking of the Company nature of the industry in which the Company operates businessmodel of the Company their roles rights responsibilities and other relevant details.
Your Company does not have subsidiaries
12. INTERNAL AUDITORS
M/s. G P Associates. Chartered Accountants Hyderabad shall be theInternal Auditors of the Company.
13. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Sharad Gupta & Co Practicing Company Secretaries to conductSecretarial Audit of the Company for the financial year ended March 31st 2019.
The Secretarial Audit Report issued by M/s. Sharad Gupta & CoPracticing Company Secretaries in Form MR-3 is enclosed as Annexure-IV tothis Annual Report.
The Secretarial Audit Report says that Company has not complied withthe compliance requirements of Calcutta Stock Exchange.
We hereby state that the Company applied for delisting of shares fromCalcutta Stock Exchange on 22.11.2005. Company followed up the same. Despite severalreminders the Calcutta Stock Exchange has not responded. We understand Calcutta StockExchange is a defunct organization and there is no communication from them. Company isexamining various options to close the matter so that the delisting application isprocessed and completed.
14. STATUTORY AUDITORS
M/s. K.S.Rao & Co Chartered Accountants were appointed asStatutory Auditors of your Company at the Annual General Meeting held on 29.05.2017 forfive consecutive years. As per the provisions of Section 139 of the Companies Act 2013the appointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting. In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 bythe Ministry of Corporate Affairs the appointment of Statutory Auditors is not requiredto be ratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of theCompany is part of this Report.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility required to be disclosed under Section135 of the Companies Act 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is not applicable to the company. Hence composition of committee isnot required.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The details of Loans Guarantees Securities and Investments madeduring the financial year ended 31st March 2019 are given in the notes to thefinancial statements in compliance with the provisions of section 186 of the CompaniesAct 2013 read with the Companies (Meeting of the Board and its powers) Rules 2014.
17. SHARE CAPITAL
The Authorised Share Capital of the Company is Rs 84000000 (RupeesEight Crores Forty Lakhs only) divided into 8400000 equity shares of Rs 10/- each. Thepaid-up capital of the Company is Rs. 43271000 (Rupees Four Crores Thirty Two LakhsSeventy One Thousand only) divided into 4327100 equity shares of Rs 10/- each.
18. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed analysis of the Company's operations in terms of performancein markets manufacturing activities business outlook risks and concerns forms part ofthe Management Discussion and Analysis a separate section forms part of the Annual Reportas Annexure-V
19. BOARD EVALUATION
Evaluation of all Board members is done on an annual basis. Theevaluation is done by the Board Nomination and Remuneration Committee and IndependentDirectors with specific focus on the performance and effective functioning of the Boardand Individual Directors.
The criteria covered various aspects for evaluation of IndependentDirectors such as Participation at the Board / Committee meetings Commitment (includingguidance provided to senior management outside of Board/ Committee meetings) Effectivedeployment of knowledge and expertise Integrity and maintaining of confidentialityIndependence of behavior and judgment exercise of objective independent judgment in thebest interest of the Company Ability to contribute and monitor corporate governancepractice and Adherence to the code of conduct for independent directors for evaluation ofthe Board Implementation of robust policies and procedures and size structure andexpertise of the Board were considered for evaluation of the Managing Director and Non-
Executive Directors Participation at the Board / Committee meetingsEffective deployment of knowledge and expertise Discharge of its functions and duties asper its terms of reference process and procedures followed for discharging its functionsEffectiveness of suggestions and recommendations received were considered for evaluationof Chairman of the Board aspects such as Managing relationship with the members of theBoard and management and effective decision making at the Board were considered.
20. DIRECTORS AND KMP: Sri Sreedhar Chowdhury
Sri S. Manohar Raju
Non-Executive Independent Director
Sri A. Subba Rao
Non-Executive Independent Director
Dr. B. Neeta Kumari
Ms. D. Manoranjani
Company SecretaryCompliance Officer & CFO
21. NUMBER OF MEETINGS OF THE BOARD
During the financial year under review 4 (Four) Board Meetings wereheld on 29th May 2018 9th August 2018 12th November2018 08th February 2019 and 4 (Four) Audit Committee Meetings were convenedand held on the same dates. The details of which are given in the Corporate GovernanceReport. The intervening gap between the meetings was within the period of 120 days asprescribed under the Companies Act 2013 and Regulation 17 of SEBI Listing Regulations2015.
22. CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamentalto the business of your Company since its inception. A separate report on CorporateGovernance is provided together with a Certificate from the Practicing Company Secretaryregarding compliance of conditions of Corporate Governance as stipulated under ListingRegulations. A Certificate of the CEO and CFO of the Company in terms of ListingRegulations inter alia confirming the correctness of the financial statements and cashflow statements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed. The extract of annual return in Form MGT-9 as requiredunder Section 92(3) of the Companies Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 is appended as an Annexure-III to this Annual Report.
23. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing vigilmechanism to provide a formal mechanism to the Directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of Code of Conduct andEthics. It also provides for adequate safeguards against the victimization of employeeswho avail of the mechanism and provides direct access to the Chairperson of the AuditCommittee in exceptional cases. It is affirmed that no personnel of the Company have beendenied access to the Audit Committee. The Whistle Blower Policy aims for conducting theaffairs in a fair and transparent manner by adopting highest standards of professionalismhonesty integrity and ethical behavior.
24. POLICY ON SEXUAL HARRASSEMENT
The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the financial year ended 31st March 2019 the company has notreceived any Complaints pertaining to Sexual Harassment.
25. ADOPTION OF INDIAN ACCOUNTING STANDARDS ("IND AS")
The Company has adopted Indian Accounting Standards ("INDAS") and accordingly these financial statements have been prepared in accordance withthe same as required under section 133 of the Companies Act 2013 read with rules madethereunder.
26. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
In terms of provisions of Section 178 of the Companies Act. 2013 readwith Regulation 19 of the Regulations a policy relating to remuneration for theDirectors Key Managerial Personnel and other employees has been adopted by the Board ofDirectors of the Company in pursuance of its formulation and recommendation by theNomination and Remuneration Committee thereby analyzing the criteria for determiningqualifications positive attributes and independence of a Director.
27. REPORT ON FINANCIAL STATEMENTS
The report of M/s. K.S Rao & Co. Chartered Accountants Regn. No.003109S the Statutory Auditors of the Company on the financial statements of the Companyfor the year ended 31st March 2019 is annexed to the financial statements interms of provisions of Section 134(2) of the Companies Act 2013. The observations of theAuditors in their report are self-explanatory and/or explained suitably in the Notes tothe Financial Statements. The report of the Statutory Auditors does not contain anyqualification reservation or adverse remark which needs any explanation or comment of theBoard.
28. COST AUDIT
During the year under review the Company had not been mandatorilyrequired to get its Cost Records audited in terms of provisions of Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014notified by the Ministry of Corporate Affairs (MCA) on 31st December 2014 asthe Industry under which the Company falls has been exempted from the Cost Audit under thesaid rules.
29. RECONCILATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board ofIndia(SEBI) the Reconciliation of Share Capital Audit is undertaken by a firm ofPracticing Company Secretaries on quarterly basis. The audit is aimed at reconciliation oftotal shares held in CDSL NSDL and in physical form with the admitted issued and listedcapital of the Company.
The Reconciliation of Share Capital Audit Reports as submitted by theAuditor on quarterly basis were filed with the Bombay Stock Exchange of India Limitedthrough BSE Listing Centre where the original shares of the Company are listed.
30. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited Mumbaiand Calcutta Stock Exchange. Company has applied for delisting of shares and the same ispending with Calcutta Stock Exchange for long time.
31. DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in the Annual Report there have been nomaterial changes and commitments which can affect the financial position of the Companybetween the end of financial year and the date of this report.
32. INDUSTRIAL RELATIONS
During the year under review industrial relations in the Companycontinued to be cordial and peaceful.
33.CODE OF CONDUCT
This is to confirm that the Board has laid down a Code of Conduct forall Directors and Senior Management Personnel of the Company. It is further confirmed thatall Directors and senior management personnel of the Company have affirmed compliance withthe Code of Conduct of the Company for the financial year 2018-19.
The Board of Directors would like to thank Business Partners BankersInvestors and Auditors for their continued support and association. Your Directors wish toplace on record their appreciation to employees at all levels for their hard workdedication and commitment.
For and on behalf of the Board of Directors
| || ||Sd/- |
| || ||SREEDHAR CHOWDHURY |
|Place: Hyderabad ||MANAGING DIRECTOR |
|Date ||: 29.05.2019 ||(DIN : 00188924) |