Your Directors have pleasure in presenting the thirty second Annual Report togetherwith Audited Accounts of the Company for the year ended 31st March 2018.
|FINANCIAL || ||(In Rupees) |
|Particulars || || |
|Profit before tax ||(769825) ||(4740642) |
|Less : Deferred Tax ||(8674869) ||1706718 |
|Profit After tax ||(9444694) ||(2749743) |
|Balance profit from last year ||(41133587) ||(38383844) |
|Balance profit carried to balance sheet ||(50578281) ||(41133587) |
|Earnings per share (face value Rs. 10/-) || || |
|- Basic and Diluted before extraordinary item (in Rs.) ||(1.98) ||(0.58) |
|- Basic and Diluted after extraordinary item (in Rs.) ||(1.98) ||(0.58) |
* Previous year figures have been regrouped / rearranged wherever considered necessary.
STATUS ON THE AFFAIR OF THE COMPANY
The Company expected to receive permission to exit from the 100% EOU Scheme for whichit had applied well over six years ago and was forced to suspended production till receiptof the de-bonding permission from the Commerce Ministry (NSEZ). While the Company hasreceived NOC from the Range Jurisdictional Customs and Excise Office at Gurgaon theCentral office of the Department has disputed the Customs and Excise duties actuallypayable. The Company has paid the requisite duties demanded as per the Gurgaon officebased on which the Ministry of Commerce has given the final permission to the Company toexit the 100% EOU Scheme as desired after 6 years. Keeping in view the different dutiesdemanded by 2 wings of the same department the matter is now before CESTAT (CentralExcise and Customs Tribunal) for adjudication. The Company shall recommence business uponclosure of this adjudication process.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the company during the financial year.
In view of the foregoing the Directors do not recommend any dividend for the year.
CHANGE IN SHARE CAPITAL
There is no change in the Share Capital of the Company during the financial year.
It is proposed to re-appoint Mr. Rajeev Bali (holding DIN:00772978) who is retiring byrotation on the Board of Directors. The appointment forms part of the business of theensuing Annual General Meeting of the Company.
PROFILE OF DIRECTOR SEEKING RE-APPOINTMENT-
|Name of Director ||Rajeev Bali |
|DIN ||00772978 |
|Date of Birth ||29.10.1957 |
|Relationship with other Director inter-se ||NIL |
|Date of appointment ||23.08.1995 |
|Qualification ||MBA |
|Expertise ||Business |
|Directorship held in other companies ||NIL |
|Membership/Chairmanships of Committee in other Public Companies ||NIL |
|Number of shares held in the Company as on 31/03/2018 ||272950 |
PROFILE OF DIRECTOR SEEKING APPOINTMENT-
Dr. Amit Seth (holding DIN: 02768012) was appointed as Additional Directors w.e.f.21stMay 2018 on the Board of Directors. He is now proposed to be appointed as an Non-ExecutiveIndependent not liable to retire by rotation his appointment forms part of the businessof the ensuing Annual General Meeting of the Company.
|Name of Director ||Dr.Amit Seth |
|DIN ||02768012 |
|Date of Birth ||14.09.1968 |
|Relationship with other Director inter-se ||NIL |
|Date of appointment ||21.05.2018 |
|Qualification ||MBBS specialization in dermatalogy |
|Expertise ||Dermatologist |
|Directorship held in other compan ies ||NIL |
DIRECTOR WHO CEASED TO BE DIRECTOR DURING THE YEAR-
Mrs. Rajwant Kaur (holding DIN: 07141092) resigned from the Board of Directors on 28thSeptember 2017.
MANAGEMENT DISSUCSSION AND ANALYSIS REPORT
Detail of Management Discussion & Analysis Repot is separately given in this AnnualReport which forms the part of this Annual Report.
DETAILS OF STOCK EXCHANGE
Dalal Street Mumbai
SUBSIDARIES & JOINT VENTURE
The Company does not have any Subsidiary Company or Joint venture.
RELATIONSHIP BETWEEN DIRECTORS
None of the Directors of the Company are related with each other in any manner.
DIRECTORS' RESPONSIBILITY STATEMENT
The Company has taken the utmost care in Compliances pertaining to all statutoryrequirements and specifically financial disclosure and Financial Statements have beenmade to give a true and fair view of the state of affairs of the Company. As requiredunder Section 134 (5) and 134(3) (c). Based upon the detailed representation your Board ofDirectors confirm as under
(i) That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2018 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
(ii) That the Directors had selected such Accounting Policies 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 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;
(iv) That the Directors had prepared the accounts for the Financial Year ended 31stMarch 2018 on a 'going concern' basis.
(v) Internal Financial controls have been laid down by the Company and such financialcontrols were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 as per the requirement of Section 92(3)Section 134(3) (a) and Rule 11 of the Companies (Management and Administration) Rule 2014has been annexed with this Board of Directors Report as Annexure 1.
NUMBER OF BOARD MEETING
There were Six meetings of the Board of Directors held during the Financial Year2017-18 Detail of each meeting of the Board of Directors have been provided underCorporate Governance Report which form a part of this Annual Report.
| || |
Date of Board Meeti ngs
|29.05.2017 ||30.06.2017 ||24.08.2017 ||06.09.2017 |
|14.11.2017 ||12.02.2018 || || |
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT-
The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under section 143(12) of theCompanies Act 2013 including rules made thereunder
DECLARATION BY INDEPENDENT DIRECTOR
Presently the company has 2 independent director namely Mr. Virender Kashyap(DIN:00772978) and Mr. Amit Seth (DIN : 02768012) who has given declaration that they meetthe criteria of independence as provided in sub- Section (7) of Section 149 of theCompanies Act 2013 read with the Schedules and Rules made thereunder as well asRegulation 16(1)(b) of Listing Regulations ( including any statutory modification(s) orre-enactment(s) for the time being in force.
DISCLOSURE IN RELATION TO VIGIL MECHANISM
The Board of Directors of the Company in their meeting held on 30.03.2015adopted theVigil Mechanism policy in compliance of Companies Act 2013. The detail of the Policy hasbeen provided in the corporate governance report which forms part of this Annual Report.
DISCLOSURE RELATING TO RISK MANAGEMENT POLICY
The Board of Directors of the company in their meeting held on 30.03.2015 constituted aRisk Management Committee in terms of the circular no. CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 and Companies Act 2013 and Rule Framed their under. The elements ofrisk threatening the Company's existence are very minimal.
DISCLOSURE ON NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION134(3)(e) AND SECTION 178(3)
The nomination and remuneration committee had laid down broad framework relating tonomination remuneration & evaluation policies in 2015 and has not made any changes tothe same during the year. CORPORATE SOCIAL RESPONCIBILITY POLICY
As the Company does not meet the criteria specified in Section 135 (1) of the CompaniesAct 2013therefore it does not require to adopt the CSR policy. However as and when theCompany in future does meet the criteria the said Committee shall be formed andappropriate Policy shall be adopted by the company as per the requirement of CompaniesAct 2013 and Rules & Regulation made there under.
EVALUATION BY BOARD OF ITS OWNPERFORMANCE ITS COMMITTEES ANDINDIVIDUAL DIRECTORS WITHREFERENCETO SECTION 134 (3) (P) OF COMPANIES ACT2013 AND RULE 8(4) OF COMPANIES(ACCOUNTS)RULES 2014 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Pursuant to the above said provisions of the Companies Act 2013rules thereof and SEBI(listing obligations and disclosure requirements) regulations 2015 the Board has carriedout an evaluation of its own performance the Directors individually as well as itsCommittees as per the criteria laid down in the Nomination Remuneration and Evaluationpolicy. Furthermore the independent directors have also reviewed the performance of thenon - independent directors and the Board as a whole including reviewing the performanceof the Chairperson of the company taking into account the views of Executive Directors andNon-Executive Directors in their separate meeting.
PARTICULARS OF LOANS GUARANTEESOR INVESTMENTS UNDER SECTION 186
The Company has not made any loans provided guarantees or made investments under thisprovision of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESREFERRED TO IN SUB SECTION1 OFSECTION 188
The Company has not made any contracts or arrangement with the related parties as perthe provisions of Companies Act 2013 and Rules & Regulations made thereunder.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY BODIES / COURTS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an independent Internal Control System commensurate with the sizescale and complexity of its operations. The Audit Committee of the Company has beendelegated power to review the internal control systems and its adequacy. The AuditCommittee monitors and evaluates the efficacy and adequacy of internal control system inthe Company its compliance with operating systems accounting procedures and policies.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (listing obligations and disclosurerequirements) regulations 2015 although the provisions of Corporate Governance is notapplicable on the Company as per Regulation 15 of SeBi (listing obligations and disclosurerequirements) regulations 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(Prevention Prohibition and Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees ) are covered under this policy.
As required under section 177 of the Companies Act 2013 the Company has constituted anAudit Committee comprising of Mr. Devendra Manchanda Mr. Rajeev Bali and Mr. VirendraKashyap. Mr. Devender Manchanda had been appointed the Chairman of the Committee.Subsequent to resignation of Mr. Devender Manchanda w.e.f 22nd May 2018 Mr.Virender Kashyap has been appointed as the Chairman of the Committee and Dr. Amit Seth hasbeen appointed as member of the Committee.The primary functions of the Committee comprisesof reporting on accounting policies and procedures periodical review of financial resultsand pointing out major discrepancies if any in the results examining the internalcontrol systems and adequacy thereof.
AUDITORS & THEIR REPORT
S.K. Mittal & Co. Chartered Accountants (Firm Registration No. 001135N) thestatutory Auditors of the Company were appointed for a period for 5 years at the 29thAGMheld on 30th September 2015 to hold office from the conclusion of 29thAnnualGeneral Meeting( AGM) till the conclusion of 34th Annual General Meeting to beheld in the year 2020 subject to ratification of their appointment at every AGM. Howeverin accordance with the Companies Amendment Act 2017 enforced on 07th May 2018by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every AGM.
There are no qualifications reservations or adverse remarks made by S.K. Mittal &Co. Chartered Accountants (Firm Registration No. 001135N) the Statutory Auditors of theCompany in their Report.
The Company has not appointed the Cost Auditor pursuant to Section 148 of the CompaniesAct 2013 read with Companies (Cost Records and Audit) Amendment Rules 2014 since theCompany is not carrying on any production activities.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment & Remuneration of Managerial personnel) Rules 2014 the Company hasappointed S.Joshi & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company for the Financial Year 2017-18. The Report of theSecretarial Auditor is annexed herewith. The Report of the Secretarial Auditor isself-explanatory.
There are no qualifications reservations or adverse remarks made by M/s S.Joshi &Associates Company Secretaries Secretarial Auditor of the Company in their Report.
The Company has appointed M/s Saurabh Vanya Sharma& Co. Chartered Accountants(Firm Reg. No. 030489N) as the Internal Auditor of the Company for the Financial Year2017-18.
DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
|Sr. No. ||Name ||Designation ||Remuneration (Yearly) |
|1 || || || |
DISCLOSURE ON NUMBER OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NONEXECUTIVEDIRECTORS
Non - Executive Directors of the Company do not hold any equity share convertibledebentures or any other securities.
DETAI LS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1)
No material changes or commitments which can affect the financial position of theCompany have taken place during the year under review and till the date of this Report.
NOTES TO THE ACCOUNTS ANNEXED TO THE AUDITORS' REPORT ARE SELF-EXPLANATORY AND NEED NOEXPLANATION AS THERE IS NO QUALIFYING REMARK BY THE AUDITORS. INSIDER TRADING
In compliance with the SEBI (Prohibition of Insider Trading) Regulations 1992 asamended your Company has instituted a comprehensive Code which lays down guidelines andadvises the Directors and Employees of the Company on procedures to be followed anddisclosures to be made while dealing in securities of the Company.
The Company did not invite/accept any deposits during the year under review.
1121038 Shares of the Company's paid up Equity capital has been dematerialized andthe Balance of 3660472 are in physical form as on 31st March 2018. TheCompany's Registrar is M/s. Skyline Financial Services Pvt. Ltd. and their address isdetailed in the compliance report on the Corporate Governance forming part of this report.The Listing fee has been paid to Bombay Stock exchange for the Financial Year 2018-19.
The PCB industry is expected to be a $ 75 Billion industry by 2020 (IPC USA Data).There have been dramatic changes in technology for the electronics industries andtherefore the PCB industry necessitating a proliferation of materials to cater to diversehigh end uses and product profiles especially the use of high performance laminates. BPATechnology Consulting projects growth at 4% CaGr upto 2020 with China accounting for over45% of the world's total production. However high technology applications such asdefence aerospace proprietary technologies and designs etc. are increasingly gettinglocalized with this trend beginning to gather momentum in the past few years. Alsogaining ground is the concept now being dubbed as "re-shoring" with companiesincreasingly moving production back to their home countries as well.
Domestic production has settled at approx. US$ 165 Million with the rest beingimported especially specialty PCBs or Multi-layer PCBs in the higher technology spacemostly from China. However with very little or no substantial investments forthcomingthis trend of import of PCBs of all types and materials will continue.
At this point it is difficult to estimate trends for the next few years due mainly topolicy initiatives such as GST etc. and its impact on the industry. As of now this hasexacerbated instability forcing MNCs to close operations or exit from India altogether.The government's programmes and policy initiatives with respect to "Make INIndia" etc. too have not taken off as expected pushing a freeze on investments bycorporates. No new PCB manufacturing plants have been set up recently in the country. Somecompanies have moved from bulk manufacturing to prototype development only. The only gainsappear to be in PCB design.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under this head is as follows:
| ||(Rs. In Lacs) |
|Foreign Currency Earnings ||Nil |
|Foreign Currency Outgo ||Nil |
|(1) Travelling (foreign) ||Nil |
|(2) Import of Machinery and Spares Parts ||Nil |
|(3) Import of raw materials ||Nil |
|(4) Consumption of raw materials ||Nil |
|(5) Fees and subscription ||Nil |
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rule 2014The Company has been pursuing an activepolicy of identifying and using ecofriendly materials and processes in its productionprocesses as also in every other sphere of activity. The Company estimated 28% savings inits power/energy consumption due to this policy emphasis in its operations while inproduction. The Company shall continue in its endeavors to identify new means of for suchenergy conservation and savings on an ongoing basis as a matter of policy.
The Information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employeesof the Company. None of the employees of the company are in receipt of remuneration inexcess of the prescribed limit.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from our valued shareholders during the year under review. YourDirectors wish to place on record their deep sense of appreciation for the devotedservices of Executives Staff and Workers of the Company towards the growth anddevelopment of the Company.
| || |
For and on behalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||Virender Kahsyap ||Rajeev Bali |
|Place: New Delhi ||Director ||Managing Director& CFO |
|Dated: 13.08.2018 ||DIN: 003423043 ||DIN: 00772978 |