Noesis Industries Ltd.
|BSE: 530435||Sector: Others|
|NSE: NOESISIND||ISIN Code: INE141B01020|
|BSE 00:00 | 02 Dec||Noesis Industries Ltd|
|NSE 05:30 | 01 Jan||Noesis Industries Ltd|
|BSE: 530435||Sector: Others|
|NSE: NOESISIND||ISIN Code: INE141B01020|
|BSE 00:00 | 02 Dec||Noesis Industries Ltd|
|NSE 05:30 | 01 Jan||Noesis Industries Ltd|
To the Members
Your Directors are pleased to present the 30th (Thirtieth) Annual Report andthe Company's Audited Financial Statement for the Financial Year ended March 31 2017.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31 2017 is summarizedbelow:
2. FINANCIAL/ OPERATION PERFORMANCE REVIEW
During the year under review the Company recorded NIL turnover and loss of Rs. (76.12)lacs. The Company has incurred business losses arising out of product obsolescence undercutting from unorganized sector high interest rates and write off of pending claims. Overthe past few years the consumer electronic sector has faced changes in the consumerpreferences as well as the demand patterns. The company was trying to diversify to add newproducts to mitigate these risks but due to general slow down in the economy; lack ofcapital and high interest costs these plans could not get materialized. The company hadto write off/revalue some of its obsolete/ irrecoverable current assets resulting intobusiness losses. The Companys activities and operations stand discontinued sincemiddle of Financial Year 2012-13.
However in view of heavy Losses in the past and loss during the current yearoperations have been virtually discontinued. Lenders had declared Loans as N.P.A whichstand recalled. Lenders have issued notices under the SARFAESI Act 2002 and have alsofiled suits for recovery with Debts Recovery Tribunal. Management is hopeful of furthercapital raising from promoters & group support settlement /re-structuring of loansand starting of activity for revival. As per management's said perception these accountshave been prepared on a going concern basis. However in the opinion of statutory auditorslooking at the continuous losses during the current year & last 4 years leading toerosion of net worth to minus Rs. 23877.15 Lacs and with no activity for revival and slowprogress in application for one time settlement with the lenders it is not feasible forthe company to continue a going concern.
3. PRESENT STATUS OF BANK LOANS
Punjab National Bank as the Lead Bank under the Consortium Lending arrangementfor itself and for 6 other Banks has issued notice dated 10.12.2013 u/s 13 (4) of ChapterIII of Securitization And Reconstruction of Financial Assets & Enforcement of SecurityInterest Act 2002 (SARFAESI Act 2002) claiming dues of the value of Rs.17948.67 lacsalong with further interest up to the date of payment. Symbolic possession of immovable'sin pursuance of the said notice was taken over on 22.01.2014
UCO Bank had filed application u/s 19(4) of the Recovery of Debts Due to Banks& Financial Institutions Act1993 before the Debts Recovery Tribunal Delhi videapplication dated 26.03.2013 along with interest up to the date of payment.
Standard Chartered Bank had filed application u/s 19 (4) of the RDDB Act &Financial Institutions Act1993 before the Debts Recovery Tribunal Delhi vide applicationdated 20.05.2013 claiming recovery of debts of Rs. 1857.79 lacs along with interest up tothe date of payment.
Punjab National Bank has filed application u/s 19(4) of the RDDB Act before theDebts Recovery Tribunal Delhi vide application dated 19.09.2013 claiming dues on behalf of5 Lending Banks namely Punjab National Bank itself Allahabad Bank State Bank of MysoreIDBI Bank Ltd. & Punjab & Sind Bank of the value of Rs.13259.55 lacs along withinterest up to the date of payment.
Keeping in view the business losses the directors of your Company do not recommend anydividend for the year under review.
5. FIXED DEPOSITS
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prem Adip Rishi retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment.
During the year under review Mr. Narendra Singh has resigned as Company Secretary ofthe Company w.e.f. 18th August 2016. Further Ms. Mandeep Kaur be appointed asCompany Secretary of the Company w.e.f. 15th October 2016.
In terms of Section 149(7) of the Companies Act 2013 Mr. Vijay Kumar Sood Mr. KamalKumar Jain and Mrs. Kalpana Gupta Independent Directors of the Company have givendeclarations to the Company to the effect that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013.
Brief resumes of Directors proposed to be so appointed or re-appointed nature of theirexpertise in specific functional areas names of Companies in which they holddirectorships and their memberships/ chairmanships on Board Committees of variousCompanies have been provided in the Corporate Governance Report.
7. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors state that:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed alongwith proper explanation relatingto material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the loss ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
8. POLICIES OF THE COMPANY
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE
The report on Corporate Governance as stipulated under The SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of this Report andattached as Annexure I. The requisite certificate from Mr. V. Ramasamy Proprietor of V.Ramasamy & Co. a firm of Practicing Company Secretary (Membership No. FCS 6191 andC.P. No. 6618) confirming compliance with the conditions of corporate governance isattached to the report on Corporate Governance.
10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges in India is presented in aseparate section forming part of the Annual Report.
11. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had entered into a few transaction which are disclosedin the quarterly Corporate Governance Reports.
Your Directors draw attention of the members to Note 22.17 to the financial statementwhich sets out related party disclosures.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
15. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. The details in respect of internal financial control and theiradequacy are included in the Management Discussion & Analysis which forms part ofthis report.
16. PARTICULARS OF EMPLOYEES
Information as per section 197(12) of the Companies Act 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not given in this Report as no employee of your Company is covered as per provisionscontained therein.
Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and on25.08.2017 the Board of Directors of the Company has recommended the appointment of M/s.Raj Chawla & Associates Chartered Accountants (Firm registration number 011602N) asthe statutory auditors of the Company. They will hold office for a period of fiveconsecutive years from the conclusion of the 30th Annual General Meeting of theCompany scheduled to be held on 27th September 2017 till the conclusion ofthe 35th Annual General Meeting to be held in the year 2022 subject to theapproval of the shareholders of the Company. They have confirmed their eligibility to theeffect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified forappointment. The first year of audit will be of the financial statements for the yearending March 31 2018 which will include the audit of the quarterly financial statementsfor the year.
18. AUDITORS' REPORT
a. The Auditors' Report to the members together with Audited Accounts for the periodended 31st March 2017 and notes thereon are attached which are self-explanatory.
b. Point no. 4 of Auditor Report per se is the opinion of the Auditor on certain pointsof notes to accounts attached to the financial statement for the period ended 31.03.2017.Since notes to accounts are part of financial statement prepared by the Company theCompany in the relevant points has explained the each situation which has arisen thistime. The relevant clauses of notes to accounts alongwith Board's response is as follows:-
i. Note No. 22.11 Regarding the financial statements of the company being prepared on agoing concern basis notwithstanding the fact that there are no operations Loss ofRs.76.12 Lacs has been incurred during the year net worth is minus Rs. 23877.15 Lacs anddefaults towards repayment of dues to banks and financial institution are of Rs. 21915.19Lacs with no sign of revival. We are of the opinion that there is no feasibility for thecompany to carry on as a going concern: The Board is of the opinion that the companycan revive if loans are settled by the lenders and new product lines are introduced withfresh capital infusion.
ii. Note No. 22.07 regarding non availability of confirmations in respect of debitand/or credit balances of loans advances deposits trade payable and lenders: TheBoard is of the opinion that due to closure of business line a wide nature ofconsequential claims have arisen against the company therefore it would not be possibleto obtain such confirmations of debit/credit balances.
iii. Note No. 22.16 regarding Non-provision of Interest on recalled banks loansdeclared as NPA: The lender banks are not booking interest income on the NPA Accountsas per prudential norms issued by Reserve Bank of India. On the similar footing the Boardis also of the opinion that interest provision on NPA/recalled accounts be not made asthe Settlement proposals are under consideration of the lender banks.
iv. Note No. 22.12 regarding non provision of penal interest on recalled banks loansdeclared as NPA: The Board is of the opinion that liability for penal interest payablehas not been quantified on account of uncertainty and discretionary nature of lendingbanks on this matter.
19. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Board has appointed Mr. V. Ramasamy Partner RSMV & Co. Company Secretaries(Membership No. FCS 6191 and C.P. No. 6618) to conduct Secretarial Audit for thefinancial year 2016-17. The Secretarial Audit Report for the financial year ended March31 2017 is annexed herewith and marked as Annexure II to this Report.
The observations of Secretarial Auditor are self-explanatory except their remark on thebelow points alongwith Board's response is as follows:-
i. Appointment of Company Secretary: The Board explains that Mr. Narendra Singh hasresigned as Company Secretary of the Company w.e.f. 18th August 2016. FurtherMs. Mandeep Kaur has been appointed as Company Secretary of the Company w.e.f. 15thOctober 2016. During the period from 19th August 2016 to 14thOctober 2016 the company did not have a company secretary. However the company hasappointed company secretary within the time limit prescribed under Section 203(4) of theCompanies Act 2013.
ii. Compliances with SEBI (LODR) Regulations 2015: The Board is of the opinionthat observation on this point is based on the facts and need no comments from the Board.
iii. Present Status of Bank Loans: The Board is of the opinion that observation onthis point is based on the facts and need no comments from the Board.
iv. The Report of the Statutory Auditors on the Financial Statement for the FinancialYear 2016-17 is qualified on the basis of the Notes on Accounts (22.11 22.07 22.16 and22.12): The Board is giving their explanation to the same in their report tothe shareholders at S.No. 18.b.i to 18.b.iv above.
v. TDS amount deducted from the various entities are yet to be paid to theauthorities: The Board explains that however there are some delays in depositing TDSamount during the year but all liabilities pertaining to PF ESI and TDS will be clearedvery shortly.
vi. There are disputes with Sales Tax and Income Tax Authorities the proceedings ofwhich are at various stages: The Board is of the opinion that observation onthis point is based on the facts and need no comments from the Board.
20. MEETINGS OF THE BOARD
Six (06) meetings of the Board of Directors were held during the year the details ofwhich are given in the Corporate Governance Report that forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.
21. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 furnished in Form MGT-9 isannexed herewith as Annexure III.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
As per the provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7of the Companies (Meetings of the Board and its Powers) Rules the Audit Committeeconsists of the following members:
a. Mrs. Kalpana Gupta
b. Mr. Rajesh Galhotra
c. Mr. Kamal Kumar Jain
The above composition of the Audit Committee consists of Independent Directors viz.Mrs. Kalpana Gupta and Mr. Kamal Kumar Jain who form the majority.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
23. STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas set up a Stakeholders Relationship Committee comprising of Mrs. Kalpana Gupta(Chairman) Mr. Rajesh Galhotra and Mr. Rakesh Gupta as other Members. The details of theCommittee are furnished at S.No. 3(b) of Report of Corporate Governance of this AnnualReport.
24. NOMINATION AND REMUNERATION COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas set up a Nomination and Remuneration Committee comprising of Mrs. Kalpana Gupta(Chairman) Mr. Kamal Kumar Jain and Mr. Rajesh Galhotra as other Members. The details ofthe Committee are furnished at S.No. 3(c) of Report of Corporate Governance of this AnnualReport.
25. CONSERVATION OF ENERGY
Disclosure of particulars with respect to conservation of energy and technologyabsorption are not applicable to the Company.
26. RESEARCH AND DEVELOPMENT
Since the market scenario and technologies are changing rapidly Research andDevelopment (R&D) is important to ensure that Company increases its market share. TheCompany has always attempted to use the latest and advanced technology for its productlines but keeping pace with current technological developments is becoming difficult forwant of capital. The slow down in the economy and higher interest costs has also deterredthe further research and development activities of the company to keep it abreast with thecurrent technological changes.
27. FOREIGN EXCHANGE EARNINGS AND OUTGO
28. RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 21 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the company hasconstituted a risk management committee. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Boardsreport.
At present the company has not identified any element of risk which may threaten theexistence of the company.
29. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
30. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.
During the current difficult times where the company is facing all the challenges yourDirectors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and government authorities. Your Directors also thank the employees atall levels who through their dedication and co-operation have always supported thecompany.