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Mipco Seamless Rings (Gujarat) Ltd.

BSE: 505797 Sector: Auto
NSE: N.A. ISIN Code: INE860N01012
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NSE 05:30 | 01 Jan Mipco Seamless Rings (Gujarat) Ltd
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OPEN 10.00
CLOSE 10.00
VOLUME 1
52-Week high 11.00
52-Week low 10.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mipco Seamless Rings (Gujarat) Ltd. (MIPCOSEAMLRING) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 37th Annual Report andAudited Accounts for the year ended 31st March 2017.

1. FINANCIAL RESULTS:

Year ended 31.03.2017 Year ended 31.03.2016
Revenue from operations 0 0
Other income 0 0
PBDIT (10.46) (19.75)
Interest and finance charges 0 0
Depreciation 0 0
Net profit/(Loss) before tax (10.46) (19.75)
Less: Provision for Tax: 0 0
Net profit/(Loss) after tax (10.46) (19.75)
Add: Balance Brought forward from previous year (1363.25) (1343.49)
Loss carried to Balance Sheet (1373.71) (1363.25)

2. OPERATIONS:

Currently the Company is not carrying its activities. The management of the Companyevaluating opportunities available in current market scenario to revive its activities.

3. DIVIDEND:

During the year under review the Company has not recommended any dividend forfinancial year 2016-17.

4. PUBLC DEPOSITS:

During the year under review the Company has not accepted any deposits hence theprovisions of Chapter V of the Companies Act 2013 and The Companies (Acceptance ofDeposit) Rules 2014 are not applicable.

5. SHARE CAPITAL:

During the year under review there is no change in Authorised and Paid-up sharecapital of the Company

6. PROMOTER OF THE COMPANY:

During the year under review there is no change in promoters of the Company.

7. DIRECTORS:

Further there were no changes in composition of Board of Directors of the Company. TheBoard consists of Executive and Non-executive Directors including Independent Director asper section 149 of the Companies Act 2013 and rules made thereunder read with Regulation17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

The number and details of the meetings of the Board and other Committees are furnishedin the Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149of the Companies Act 2013.

Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. through various programmes on a continuingbasis. The Familiarisation programme for Independent Directors is disclosed on theCompany's website.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 27thMarch 2017 as required under Schedule IV to the Companies Act 2013 (Code for IndependentDirectors) and Regulation 25 of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015. At the Meeting the Independent Directors:

- Reviewed the performance of Non-Independent Directors and the Board as a whole;

- Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Director and Non-Executive Directors;

All the Independent Directors attended the Meeting of Independent Directors and Mr.Ravi Kumar Chennupati was the Lead Independent Director of that Meeting.

Board & Directors' Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 the Board itsCommittees and the Directors have carried out annual evaluation / annual performanceevaluation covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. The Directors expressed their satisfactionwith the evaluation process.

Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company andformulates the criteria for determining qualifications positive attributes andindependence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirement). The Board has onthe recommendations of the Nomination & Remuneration Committee framed a policy forremuneration of the Directors and Key Managerial Personnel.

8. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is NIL

9. ENERGY CONSERVATION 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 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure'I.

10. AUDITOR'S AND AUDITOR'S REPORT:

M/s. Ganesh Venkat & Co. Chartered Accountants (Registration No. 005293S; M.No.025104) Hyderabad Statutory Auditors of the Company who was appointed as StatutoryAuditors of the Company by shareholders of the Company vide resolution dated 29.09.2014until the conclusion of Annual General Meeting for the financial year ended 31stMarch 2017.

The Company has received written consent along with a certificate under 141 of theCompanies Act 2013 expressing their eligibility to be re-appointed as Statutory Auditorsof the Company until the conclusion of the Fortieth (40th) Annual General Meeting of theCompany subject to ratification of the appointment by the Members of the Company at everyAnnual General Meeting as per the provisions of the Companies Act 2013 at such agreedremuneration and in view of the same the Board has proposed a resolution forre-appointment of Auditors. Further comments in their report and notes forming part offinancial statements are self explanatory and do not require any comments.

11. 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 Mrs. R.V.N Padmaja Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as 'AnnexureII'.

There was no qualification reservation or adverse remark in the secretarial auditreport.

12. ASSOCIATE / SUBSIDIARY/ JOINT VENTURE COMPANIES:

The Company does not have any subsidiary/ associate/ Joint venture companies underreview. Since the statement in terms of first proviso to sub-section (3) of Section 129read with Rule 5 of Companies (Accounts) Rules 2014 is not required to be attached.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

As on 31st March 2017 the company has unsecured loan of Rs. 61.31 Lacsfrom Promoter and directors of the Company.

14. INTERNAL CONTROL SYSTEMS

Your Company has in place internal and financial control systems commensurate with thesize of the Company. The primary objective of our internal control framework is to ensurethat internal controls are established properly documented maintained and adhered to ineach functional department for ensuring orderly and efficient conduct of business whichincludes proper use and protection of the Company's resources accuracy in financialreporting compliance with the statutes timely feedback on achievement of operational andstrategic goals.

15. RESEARCH & DEVELOPMENT:

During the year under review No R & D activity was undertaken by the Company.

16. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited

17. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this report The Statutory Auditors ofthe Company have examined the Company's compliance and have certified the same as requiredunder the SEBI Guidelines. Such certificate is annexed herewith.

18. 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 of the Companies Act 2013:

(a) that in the preparation of the annual accounts/financial statements for thefinancial year ended 31st March 2017; the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

(b) that the accounting policies as mentioned in the financial statements were selectedand applied consistently and reasonable and prudent judgments and estimates were made soas to give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) that proper and sufficient care had 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 accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Company does not fall under the criteria stipulated for applicability of section135 of the Companies Act 2013 the Company has not constituted a Committee of CorporateSocial Responsibility and no contributions were made during the year.

23. RELATED PARTY TRANSACTIONS

During the year under review the Company has entered into any related partytransactions.

• The Company has paid a rent of Rs. 0.24 Lacs to Corpus Software Pvt. Ltd(Related Party).

The statement in terms of Rule 8 of Companies (Accounts) Rules 2014 (AOC-2) is annexedherewith as 'Annexure-III .

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review the Company has not received any Material Orders passedby the Regulators or Court.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as 'Annexure' IV.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government of India andvarious State Government authorities and agencies customers vendors and members duringthe year under review.

For and on behalf of the Board of Directors
Date: 31.08.2017
Place: Hyderabad
SD/-
Sachendra Tummala
Managing Director