Your Directors have pleasure in presenting the Twenty Second Annual Report togetherwith the Audited Statements of Accounts of the Company for the Financial Year ended March31 2018. The Management Discussion and Analysis is also included in this Report.
The performance of your Company for the year under review is summarized below:
|Particulars ||2017-2018 ||2016-2017 |
|Revenue from Operations and Other Income ||272.12 ||395.66 |
|Profit/(Loss) before Interest Depreciation & Tax ||(8.29) ||84.51 |
|Less: Interest ||1.84 ||2.12 |
|Profit before Depreciation & Tax ||(10.13) ||82.39 |
|Less: Depreciation ||20.03 ||36.26 |
|Profit/ (Loss) before Taxation ||(30.16) ||46.13 |
|Less: Provision for Current Tax / (MAT) ||8.00 ||- |
|Deferred Tax and adjustments prior year ||- ||- |
|Less MAT Credit ||- ||- |
|Profit/ (Loss) after tax for the year ||(38.16) ||46.13 |
|Total other comprehensive income (net of tax) ||105.94 ||33.83 |
|Total comprehensive income for the year ||67.78 ||79.96 |
Dividend and Reserves
In view of losses suffered by the Company your Directors do not recommend any dividendfor the financial year ended March 31 2018. During the year under review no amount wasrequired to be transferred to General Reserve.
During the year the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. There was no provision made of the money bythe Company for purchase of its own shares by employee or by trustee. As on March 312018 none of the Directors of the Company hold instruments convertible into equity sharesof the Company.
During the year there was no change in the Share Capital of the Company.
As on March 312018 the issued subscribed and paid up share capital of your Companystood at Rs. 130955070/- comprising 13095507 Equity shares of Rs.10/- each.
Directors and Key Managerial Personnel
As per the relevant provisions of Companies Act 2013 and SEBI (LODR) Regulations2015 during the period under review the following changes in Directors are detailed asfollows:
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms.Nidhi Salampuria (DIN 07138654) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for reappointment. Theboard recommends her re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting.
The Company has following persons as Key Managerial personnel (KMP):
|Name of the person ||Designation ||Date of Appointment as KMP |
|1. Mr. Gautam Khandelwal ||Executive Chairman ||15.09.2014 |
|2. Mr. Santosh Khandelwal ||Chief Financial Officer ||30.09.2014 |
|3. Ms. Nidhi Salampuria ||Company Secretary ||30.09.2014 |
Details of Board meetings
During the year the Board of Directors met 6 (Six) times details of which areprovided in the Corporate Governance report. Committees of the Board
The details of the various committees of the board and their composition as on March31 2018 are as under:
|Name of Director(s) ||Audit Committee ||Stakeholder Relationship Committee ||Nomination & Remuneration Committee |
|Mr. Nimis Savailal Seth ||Chairman ||Chairman ||Chairman |
|Mr. Gautam P. Khandelwal ||Member ||Member ||Member |
|Mr. Girish Bakre ||Member ||Member ||Member |
|Mr. Virat Mehta ||Member ||Member ||Member |
|Mr. Ajit Parundekar ||Member ||Member ||Member |
|Ms. Nidhi Salampuria || || || |
Declaration by Independent Directors (IDs)
Mr. Nimis Sheth Mr. Girish Bakre and Mr. Virat Mehta are Independent Directors of theCompany. The Company has received declaration from them confirming that they meet thecriteria of independence as prescribed under Section 149 (6) of the Companies Act 2013.
During the year the Independent Director meeting was held on September 14 2017.
Nomination and Remuneration Policy
The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 is adopted by the Board and may be accessed on the Company's website at thelink: http:// www.nagpurpowerind.com/investors/corporate-governance/. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration policy of the Company.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was prepared asper the requirement of the act which included various aspects of Boards and Committeesfunctioning Composition of the Board and its Committees functioning of the Individualdirectors. The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices and the fulfillment of Directors' obligationsand fiduciary responsibilities including but not limited to active participation at theBoard and Committee meetings.
Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non - Executive Directors.
The Board expressed their satisfaction with the evaluation process.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the Regulators or Courts orTribunals which may impact the going concern status and Company's operations.
Internal Financial Controls
The details in respect of internal financial control and their advocacy are included inthe management discussion and analysis which forms part of this Annual Report
During the year your Company has not accepted any deposits under the provisions ofChapter V of the Companies Act 2013 and the rules made there under.
Subsidiary/Joint Ventures/Associate Companies:
The Company does not have Joint Ventures/Associate Companies. The Company has OneSubsidiary Company "The Motwane Manufacturing Company Private Limited".
Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statements provided in this AnnualReport.