KOHINOOR TECHNO ENGINEERS LIMITED
The Directors' present the Annual report on the business and operations of your Companyfor the year 2014-2015.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|Particulars ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
| ||(Rs.) ||(Rs.) |
|Gross Sales/Income ||130044686 ||119264232 |
|Less Depreciation ||320842 ||190566 |
|Profit/(Loss) before Tax ||1487372 ||1291173 |
|Taxes/Deferred Taxes ||463258 ||355797 |
|Profit/(Loss) After Taxes ||1024114 ||935376 |
|P& L Balance b/f ||(10961944) ||76416828 |
|Profit/ (Loss) carried to Balance Sheet ||(9937830) ||(10961944) |
During the year under review the total income was ` 130068590 as compared to `119275790 of that of the previous Year. The Company has provided ` 320842 fordepreciation. After making all necessary provisions for current year and after taking intoaccount the current year net profit and total provisions for taxation the surplus carriedto Balance Sheet is ` 1024114.
NATURE OF BUSINESS
The Company is engaged in the Business of manufacturing of machines for Cutting andpolicing diamond.
There was no change in the nature of the business of the Company during the year underreview.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
TRANSFER TO RESERVES
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 1024114 has been carried forward to profit& loss account.
However in view of future expansion your directors express their inability torecommend a dividend on Equity Shares of the Company for the year under review.
The paid up Equity Share Capital as on March 31 2015 was Rs. 41834020.
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options
During the year under review the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.
The Company has fully repaid the short term borrowing (Overdraft) facility availed fromBank of Baroda amounting to Rs. 1.60 crores during the current year.
The Company has not availed any fresh borrowings during the year under review.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
BUSINESS RISK MANAGEMENT
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.
a) Changes in Directors and Key Managerial Personnel:
Mr. Sanjivkumar Kiritbhai Bhatt will retire at the forthcoming Annual General Meetingof the Company and being eligible offer himself for reappointment.
During the year under review there is no appointment or resignation of any director ofthe company.
b) Declaration by an Independent Director(s) and reappointment if any
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 Clause 49 ofthe Listing Agreement.
c) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
d) Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
e) Number of Meetings of the Board of Directors and Audit Committee
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year Eleven Board Meetings and one Independent Directors' meeting and fourAudit Committee Meetings were convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company drew remuneration of ` 6000000/- or more perannum / ` 500000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2015 and of theprofit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken 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;
d. that the annual financial statements have been prepared on a going concern basis
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
A. Statutory Auditors
The Company's Auditors M/s. Bharat & Co Chartered Accountants. Ahmedabad whoretires at the ensuing Annual General Meeting of the Company are eligible forreappointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
B. Secretarial Audit
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 CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A".
Qualification in Secretarial Audit:
a) The Company has not serving notice for trading window closure to BSE during the yearunder review. However Directors and promoters of the company has not made any transactionin securities of the company during the year under review.
b) The Company has not appointed Chief Financial Officer and Company Secretary of theCompany. But the company has established adequate internal control procedure to complywith applicable laws rules and regulations as amended from time to time. The company isin process of appointment of Company Secretary and CFO.
c) The Company is in process of handing over all transfer in physical mode to Registrarand Share Transfer Agent of the Company as and when process will get completed company isbound to comply with the provision of evoting.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inClause 49 of the Listing Agreement are complied with.
As per Clause 49 of the Listing Agreement with the Stock Exchanges the CorporateGovernance Report Management Discussion and Analysis and the Auditor's Certificateregarding compliance of conditions of Corporate Governance are attached separately andform part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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) Rules 2014 is annexed herewith as"Annexure-B".
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-C".
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2014-15 the company has not received any complaintson sexual harassment and hence no complaints remain pending as of 31 March 2015.
The Company's Operations fall under two segments namely "Making of Machineriesrelating to Diamond Business and related service" and "Trading inDiamonds".
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
| || ||For & on behalf of the || |
| || ||Board of Director of the Company || |
| ||Sd/- ||Sd/- ||Sd/- |
| ||Kiritbhai Bhatt ||Rajiv Bhatt ||Sanjivbhai Bhatt |
|Date: 30/05/2015 ||Managing Director ||Director ||Director |
|Place: Surat ||(DIN: 01632285) ||(DIN: 01632211) ||(DIN: 01689640) |