Dear Shareholders
Your Directors are pleased to present herewith the 27* Annual Report on the businessand operations of the Company and the Audited Accounts for the year ended 31stMarch 2019.
1. Financial Results and Operations
The summarized financial results for the year ended 31" March 2019 as comparedwith the previous year are as under:
Rs in Lakhs
| Particulars | For the Year 2018-19 | For the Year 2017-18 |
| Sales | 82.10 | 467.60 |
| Profit before Interest Depreciation & Tax | (75.79) | 81.20 |
| Less: Interest | 12.60 | 30.32 |
| Less: Depreciation | 30.39 | 40.50 |
| Profit before Tax | (118.78) | 10.38 |
| Less: Provision for Income Tax | 0.00 | 1.98 |
| Add: Deferred Tax | (19.01) | 2.10 |
| Less: MAT Credit Entitlement | 0.00 | 1.98 |
| Net Profit | (99.77) | 8.29 |
The Net sales for the year ended 31* March 2019 are ' 82.10 lakhs as against ' 467.60lakhs for the previous corresponding year. The Company has incurred a net loss of ' 99.77lakhs as against profit of '8.29 lakhs for the previous year showing a significant drop inthe performance of the Company. The reasons for decrease in turnover includes suspensionof operations at Nagpur unit due to adverse market conditions.
The members are aware that the Company has passed resolutions on 10th June2018 by way of Postal Ballot for Alteration of Main Object Clause of Memorandum ofAssociation of the Company to make Investment give Loan extend Guarantee or provideSecurity and to Transfer / Sale / Lease of Assets of Nagpur Unit of the Company. Thedetailed reasons for the business transacted were provided in the Postal ballot noticedated 30th April 2018.
Accordingly the operations at the Nagpur Unit of the Company have been closed due toadverse market conditions.
2. Dividend
In view of the losses incurred no dividend was recommended.
3. Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
4. Transfer to the Reserves
No amount was transferred to the Reserves for the year ending 31.03.2019.
5. Board of Directors and Key Managerial Personnel
I. Composition of Board: The Company has an Executive Chairman and the Company hasoptimum combination of Executive and Non-Executive Directors. About half of the Board ofDirectors are Non-Executive Directors. The Board comprises of three Independent Directors.
ii. Board and Committee Meetings: None of the Directors on the Board is a member ofmore than 10 committees or Chairman of more than 5 committees across all the Companies inwhich he is a Director. Necessary disclosures regarding committee positions in otherpublic companies as at 31st March 2019 has been made by the Directors.
iii. The names and categories of the Directors on the Board their attendance at BoardMeetings held during the year and at the last Annual General Meeting and also the numberof other directorships and committee memberships held by them are given below:
| | No. of Board Meetings held during the Year 2018-19 | | No. of Director ships in all other companies | No. of Committee positions held |
| Name | Category | Held | Attended | Whether attended last AGM held on 28th September2 018 | Chairman | Member |
| Shri. Pankaj Goel | Promoter Executive | 5 | 5 | Y | 4 | Nil | 2 |
| Shri. Paras Goel | Promoter Executive | 5 | 5 | Y | 5 | Nil | 1 |
| Smt. Nita Goel | Promoter Non Executive - Women Director | 5 | 5 | Y | 1 | Nil | Nil |
| Shri. Aman Goel | Promoter Executive | 5 | 5 | Y | 1 | Nil | Nil |
| Shri. T Prasad Reddy* | Non Executive - Independent | 5 | 5 | Y | 3 | 2 | 1 |
| Shri. Manohar Ramavat | Non Executive - Independent | 5 | 5 | Y | 2 | 2 | Nil |
| Shri. Sandeep Gupta | Non Executive - Independent | 5 | 5 | Y | 1 | Nil | Nil |
| Shri. Suresh Kumar Gupta | Non Executive - Independent | 5 | 5 | Y | 1 | Nil | 1 |
* Shri T Prasad Reddy Independent Director of the Company resigned from thedirectorship on Board from 30.05.2018.
iv. Five (5) Board Meetings were held during the year 2018-19 on 30.04.201830.05.2018 04.08.2018 13.11.2018 and 12.02.2019. The gap between two meetings did notexceed 120 days.
v. The details relating to appointment/re-appointment of Directors as required underRegulation 36(3) of SEBI (LODR) Regulation 2015 are provided in the Notice to the AnnualGeneral Meeting.
In accordance with the requirements of the Companies Act 2013 and the Articles ofAssociation of the Company Shri. Pankaj Goel and Shri Paras Goel Directors retires byrotation and offers themselves for re-appointment.
Your Board of Directors recommends the re-appointment of Shri. Pankaj Goel Shri ParasGoel Shri.Manohar Ramawat and Shri. Suresh Kumar Gupta as detailed in Notice of AnnualGeneral Meeting (AGM). Their brief profile has been provided elsewhere in this AnnualReport.
Pursuant to the provisions of section 203 of Companies Act 2013 the key managerialpersonnel of the Company are — Shri Pankaj Goel Managing Director Mr. T.BrahmaiahChief Financial Officer and Mr. Shashank Jain Company Secretary (w.e.f. 12.02.2019)
Statement on Declaration given by Independent Directors under sub-Section (6) ofSection 149
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
6. Evaluation of the Board's Performance
Pursuant to the provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as evaluation of the workings of its Board Committees.
A meeting of the Independent Directors was held on 12th February 2019 whichreviewed the performance of Non-Independent Directors Chairman and the quality of theinformation and follow up action is being taken on suggestions made therein.
7. Familiarization Program for Independent Directors
The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company.
8. Nomination and Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The Company while deciding the remuneration package of the management takes intoconsideration the employment scenario remuneration package of the industry financialperformance of the Company and talents of the appointee. The Executive Directors and NonIndependent Directors of the Company are not entitled to sitting fees.
Details of remuneration paid to the Executive Directors:
| Name | Designation | Salary & Commission (') | Perquisites (Contribution to P.F) (') | Total (') |
| Shri. Pankaj Goel | Managing Director | - | - | - |
| Shri. Paras Goel | Jt. Managing Director | - | - | - |
| Shri. Aman Goel | Whole-time Director | 960000 | - | 960000 |
Sitting Fees: Nil
9. Director's Responsibility Statement
In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act2013 the Directors of the Company state:
a. That in the preparation of the accounts for the financial year ended 31stMarch 2019; the applicable accounting standards have been followed along with properexplanation relating to material departures.
b. That the Directors have 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 of the Company for the year under review.
c. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d. That the Directors have prepared the accounts for the financial year ended 31stMarch 2019 on a 'going concern basis'.
e. That the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and operating effectively.
f. The Directors had devised proper systems to ensure Compliance with the provisions ofall applicable Laws and that such systems were adequate and operating efficiently.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2018-19.
10. Auditors
a) Statutory Auditors
M/s. Sekhar & Co. Chartered Accountants who were appointed as statutory at the 25thAGM for a period of 5 years have tendered their resignation on 29/06/2019. On24/07/2019 the Board has appointed M/s.Rakesh S Jain & Associates as StatutoryAuditors of the Company in the Casual Vacancy who shall hold office upto the conclusion ofthe ensuing Annual General Meeting.
Further the Board recommends the appointment of M/s. Rakesh S Jain & AssociatesChartered Accountants Hyderabad (Firm Regn. No. 010129S) as Statutory Auditors of theCompany for a period of five years. They have consented to the appointment and confirmedthat their appointment if made will be within the limits specified under Section141(3)(g) of the Companies Act 2013. They have further confirmed that they are notdisqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013and the rules made thereunder.
The Auditors' Report to the Shareholders for the year under review does not contain anyQualifications.
b) Internal Auditors
The Board of Directors based on the recommendation of the Audit Committee hasreappointed M/s.Luharuka & Associates Chartered Accountants as the Internal Auditorsof your Company. The Internal Auditors are submitting their reports on quarterly basis.
c) Secretarial Auditors
The Board has appointed M/s. A.S. Ram Kumar and Associates Company Secretaries inPractice to carry out the Secretarial Audit under the provisions of section 204 of theCompanies Act 2013 for the financial year 2018-19. The Report of the Secretarial Auditoris annexed to this report as Annexure - A.
11. Particulars of Employees
No employee in the organization was in receipt of remuneration which requiresdisclosure under section 197 of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
12. Corporate Governance
As per reg. 15 (2) of SEBI (LODR) Regulations 2015 provisions of Corporate Governanceare not applicable to the Company for FY 2018-19. Relevant certificate forms part of thisAnnual Report.
13. Risk Management Policy
The Company has instituted a proper mechanism for identifying and establishing controlsto effectively manage different kinds of risks. At present the threats risks and concernsbeing felt are stiff competition in the market consolidation of manufacturers who havebranded products and fluctuations in prices as well as availability of raw materials.
14. Management Discussion & Analysis Report
Pursuant to the provisions of SEBI (LODR) Regulations 2015 a report on ManagementDiscussion & Analysis is herewith annexed as Annexure — B to this report.
15. Whistle Blower Policy
The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors andEmployees to report to the Management about unethical behavior fraud and violation ofCompany's Code of Conduct. None of the personnel has been denied access to the AuditCommittee.
16. Declaration about Compliance with Code of Conduct by Members of the Board andSenior Management Personnel
The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel. A compliance certificate by the Managing Directorforms part of this Report.
17. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition 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 workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary and trainee) are covered underthe Policy. The following is a summary of sexual harassment complaints received anddisposed off during each year:
a) No. of Complaints Received : NIL
b) No. of Complaints Disposed off : NIL
18. Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo
Particulars pursuant to the provisions of Section 134 of Companies Act 2013 read withRule 8 of Companies (Accounts) Rules 2014 are given in the Annexure — C tothis report.
19. Other Disclosures
i. Extract of Annual Return
An extract of Annual Return prepared in accordance with section 92(3) of the CompaniesAct 2013 in Form MGT-9 is annexed as Annexure - D to this Report.
ii. Change in Share Capital
There was no change in Share Capital during the year 2018-19.
iii. Composition of Audit Committee.
The Audit Committee of the Company was constituted in line with the provisions ofSection 177 of the Companies Act 2013. The Board has re-constituted the Audit Committeecomprising of Shri. Manohar Ramavat Independent Director as the Chairman Shri. PankajGoel Managing Director and Shri. Suresh Kumar Gupta Independent Director as the membersof the committee. During the year 2018-19 the Audit Committee met Four (4) times on30.05.2018 04.08.2018 13.11.2018 and 12.02.2019. All the members were present at themeetings.
iv. Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large.
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for transactions which are foreseeable and repetitive innature. A statement of all Related Party Transactions is presented before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions of thetransactions. Complete details mentioned in the Notes to accounts.
Information on transactions with related parties pursuant to section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure -E in Form AOC-2 to this report.
v. Loans/ Guarantees/ Investments under section 186 of Companies Act 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
20. Significant and material orders passed by Regulators or Courts
There are no significant material orders passed by the Regulators or Courts which wouldimpact the going concern status of the Company and its future operations.
21. Adequacy of Internal Financial Control Systems with reference to FinancialStatements
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources as acquired are used economically.
22. Corporate Social Responsibility
The provisions of Corporate Social Responsibility are not applicable to the Company forthe year.
23. Subsidiary / Joint Venture / Associate Companies
The Company does not have subsidiary/joint venture companies. Details of AssociateCompanies are mentioned in MGT 9 i.e. Extract of Annual Return and financial statementswhich form part of this Report.
24. Human Resource
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of employees is thedriving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
25. Acknowledgements
Your Directors wish to express their appreciation for the cooperation and continuedsupport received from the Industrial Development Bank of India the Company's Bankers.Your Director's also take this opportunity to place on record their appreciation for thededicated services rendered and sense of commitment shown by the employees at all levelsand their contribution towards the performance of the Company.
| For and on behalf of the Board of Directors | |
| Place: Secunderabad | Sd/- | Sd/- |
| Date: 09.08.2019 | Pankaj Goel | Paras Goel |
| Managing Director | Jt. Managing Director |
| (DIN 00010059) | (DIN 00010086) |
