Yours Directors have pleasure in presenting their 44th Annual Reporttogether with the Audited Accounts for the year ended March 31 2018.
|1. Financial Results: || ||(Rs. in Lakhs) |
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Revenue ||1743.87 ||1745.87 |
|Profit before interest and depreciation & ||227.53 ||252.08 |
|Interest and Finance Charges ||1.06 ||19.27 |
|Depreciation ||22.85 ||25.16 |
|Profit before Tax ||95.83 ||207.65 |
|Current Tax after Adjustments ||58.24 ||38.87 |
|Profit after ||37.59 ||168.78 |
Your Company's Revenue stood at Rs. 1743.87 Lakhs for the year ended March 312018 as against Rs. 1745.87 Lakhs in the previous year as there was substantialeffect on sale in after market and OEM due to GST introduction.
Your Directors do not recommend dividend on the equity shares of the Company for theperiod under review.
4. Transfer to reserves
During the Financial Year under review no amount has been transferred to reserves
5. Board Meetings:
The Board of Directors duly met 4 times during the financial year from 1st April 2017to 31st March 2018. The dates on which the meetings were held are stated in CorporateGovernance Report.
6. Share Capital:
The paid up Equity Capital as on March 31 2018 was Rs. 377.50 Lakhs. During the yearunder review the Company has not issued any securities.
Dematerialisation of Shares:
98.72% of the company's paid-up equity share capital is in dematerialized form as on 31stMarch 2018 and balance 1.28 % is in physical form.
7. Extract of the Annual Return
The extract of annual return as on the financial year ended 31st March 2018in Form No. MGT-9 is annexed as Annexure -D.
In accordance with the provisions of Section 152 of the Companies Act 2013 read withapplicable Rules if any Ms. Jasmine Sahney Pillai retires by rotation at the ensuingAnnual General Meeting for the financial year 2017-18 and being eligible offers herselffor a re-appointment.
Further no Directors were appointed/ resigned / terminated during the period underreview.
9. Declaration by the Independent Directors of the Company
This is not applicable since the Company does not fall under the class of company whichare required to appoint Independent Directors as per rule 4 of Companies (Appointment ofDirectors) Rules 2014.
10. Committees :
The details of the Committees its composition and meetings held in the period underreview are given in the Corporate Governance report annexed to this Board's Report.
11. Material changes and commitements if any affecting Financial Statementssubsequent to the Date Of Financial Statements till the Date of Report
There are no material changes and commitments affecting the financial position of thecompany and also as well no share transfers and buy back of shares took place during thefinancial year under consideration.
12. Corporate Governance:
In terms of SEBI (Listing Obligations and Disclousre Requirements) Regulations 2015 aReport on issued by Statutory Auditors of the Company Corporate Governance along withCompliance Certificate is annexed as Annexure-A' and forms part of thisReport.
13. Listing Information:
The Company's Shares are presently listed at BSE Ltd. Mumbai and trading isinfrequent. The Listing fee to the Stock Exchange has been paid up to date. The Managementis pursuing the voluntary delisting under exemption guidelines of SEBI Delistingregulations as the current shareholding does not meet Minimum Public Shareholding criteriaas per the SEBI Regulations in this regard an application for grant of permission forDelisting the shares from the designated Stock Exchange i.e BSE Limited was made and thecase is still pending with SEBI.
14. Director's Responsibility Statement:
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with 134(5) of the Companies Act 2013 in thepreparation of financial statements for the year ended 31st March 2018 andstate that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) 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 at the end of the financial year and ofthe profit and loss of the company for that period;;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting the fraud and otherirregularities;
(iv) the directors have prepared the annual accounts on a going concern basis.
(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively; and
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. Public Deposits:
The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.
16.1 Statutory Auditors:
The Company's Auditors M/s. D.V.Aditya & Co [Firm Registration No. 000044S]Hyderabad are the Statutory Auditors of the Company for the Financial year 01.04.2017 to31.03.2018.
16.2 Secretarial Audit:
Pursuant to provisions of section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. Subhash Kishan Kandrapu Practicing Company Secretaryto conduct the Secretarial Audit of the Company for the financial year ended March 312018.
The report of the Secretarial Audit Report is annexed herewith as "Annexure B"
16.3 Cost Audit
The Company is into the business of manufacturing electric motors the turn over of theCompany for the financial year end 31st March 2018 is Rs. 17. 44 Crores.
In view of the same the Cost Auditor appointment and cost audit rules are notapplicable to the Company.
16.3 Explanation Or Comments By The Board On Auditor's Report And Secretarial AuditReport by the
a) Auditor in his report :
The Auditors Report does not contain any qualification or adverse remarks and alsothere is no fraud which has come across to the auditors for the financial year
b) by Company Secretary in Practice in Secretarial Audit report :
The Secretarial Audit report doesnot contain any qualification or adverse remarks.
17. Related Party Transactions:
There were no related party transactions during the year except that in the ordinarycourse of business and on arms length basis. There were no materially significant relatedparty transactions between your Company and the Directors Promoters Key ManagerialPersonnel and other designated persons which may have a potential conflict with theinterest of your Company at large.
Form AOC-2 for disclosure of particulars of contracts/arrangements entered into byyour Company with related parties is annexed herewith as Annexure C' andforms part of this Report
18 Managing Director Certification under SEBI (Listing Obligations andDisclosure Regulations 2015:
The Chairman & Managing Director certification under SEBI (Listing Obligations andRequirements) Regulations 2015 is annexed to the Corporate Governance Report.
19. Particulars of Loans Guarantees or Investments:
The particulars of loans guarantees and investments made & given by the Company inthe year 2017-18 as per section 186 of the Companies Act 2013 is stated in thenotes to account which forms part of this Annual Report.
20. Corporate Social Responsibility
The said provisions are not applicable to the Company.
21. Conservation of Energy Technology absorption foreign exchange earnings and outgo
(i) Conservation of Energy:
Though the Company's production facilities are not energy intensive measures have beenadopted to conserve usage of energy.
(ii) Research and Development & Technology absorption:
Company's in-house Design & Development facilities have enabled continuousredesigning of the products and their components to save cost and improve quality.
(iii) Foreign Exchange Inflow & Outflow: (Rs. in Lakhs)
|Particulars ||2017-18 ||2016-17 |
|(A) INFLOW - (i) Export Earnings (FOB) ||Nil ||Nil |
|(B) OUTFLOW - (i) Imports - CIF ||49.99 ||91.06 |
|(ii) Foreign Travel ||2.75 ||9.81 |
A. Risk Management Policy
Risks are re-viewed from time to time and controls are put in place with specificresponsibility of the concerned officer of the company. However the Board could notidentify any major risks which may threaten the immediate existence of the company.
B. Nomination and Remuneration Policy
The Nomination and Remuneration Committee of the Company identifies the persons whoare qualified to become Directors of the Company / who may be appointed in SeniorManagement in accordance with the criteria laid down and recommend to the Board for theirappointment and removal. The Committee also carries out evaluation of every Director'sperformance. The Committee has formulated the criteria for determining qualificationsattributes independence of the Directors and recommend to the Board a Policy relating tothe remuneration for the Directors Key Managerial Personnel and other employees.
23. Corporate Social Responsibilty Policy
24. Vigil Mechanism
Pursuant to Section 177 of the Companies Act 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 the Company has established a WhistleBlower Policy to deal with instances of fraud and mismanagement if any.
During the period under review there were no instances of any fraund andmismanagement.
25. Change in nature of business
There is no change in the nature of business of the Company during the financial yearunder
26. Director & Key Managerial Personnel
During the financial year under
As on reporting date the following are the Directors of the Company:
1. Mr.Bhupinder Singh Sahney
2. Mrs. Brijween Kaur Sahney
3. Mrs.Jasmine Sahney Pillai
4. Mr.Suresh Raj Madhok
B. KEY MANAGERIAL PERSONNEL :-
1. Mr.Hansraj Mishra CEO
2. Ms.Sujana Vakada Company Secretary (reisgned w.e.f 31.05.2018)
3. Ms. Girija Rampalli Company Secretary (Appointed w.e.f 13.08.2018)
27. Subsidairies And Associates
28. Details Relating To Deposits
(a) Accepted during the year: Nil
(b) Remained unpaid or unclaimed as at the end of the year: Nil
(c) Whether there has been any default in repayment of deposits or payment of interestthere on during the year and if so number of such cases and the total amount involved:
i. at the beginning of the year : Nil
ii. Maximum during the year: Nil
iii. at the end of the year : Nil
29. Details of Deposits which are not in compliance with the requirements of Chapter Vof the Act
The company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) rules 2014
30. Significant and material orders passed by regulators or courts or tribunals
No significant and material orders were passed by regulators or courts or tribunalsimpacting the going concern status and Company's operations in future
31. Internal Financial Controls
The company has adequate financial controls at every level to check and control anydefects and frauds in the company
32. Particulars of Employees:
During the year under report no employee throughout the year or part of the year wasin receipt of remuneration upto or in excess of the sums prescribed under Section 197 ofthe Companies Act 2013 read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
33. Remuneration ratio of the Directors/Key Managerial Personnel (KMP)/Employees:
|S. No ||Name ||Designation ||Remuneration paid FY 2017-18 ||Remuneration paid FY 2016-17 ||Increase in remuneration from previous year ||Ratio/Times per Median of employee remuneration |
| || || ||(Rs. Lakhs) ||(Rs. Lakhs) ||(Rs. Lakhs) || |
|1 ||Mr.Bhupinder Singh Sahney ||Managing Director ||52.77 ||48.41 ||4.36 ||9.11 |
|3 ||Mr. Hans Raj Mishra ||CEO ||48.35 ||45.00 ||3.35 ||19.74 |
|3 ||Ms. Sujana Vakada (resigned w.e.f 31.05.2018) ||Company Secretary ||3.42 ||NA ||NA ||6.71 |
34. Steps taken to Prevent Sexual Harassment of Women at Workplace
Considering that sexual harassment of women at the workplace is still rampant in IndiaParliament has enacted the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Act provides for protection against sexualharassment of women at workplace and for the prevention and redressal of complaints ofsexual harassment and also for the majors incidental thereto. The Act came into force witheffect from December 9 2013. The Company has accordingly adopted the policy againstSexual Harassment of Women at Workplace for the purpose of preventing prohibiting andredressing sexual harassment of female employees including permanent temporary ontraining and on contract basis at all the workplace within the Company which are based onfundamental principles of justice and fair play.
The following is the summary of sexual harassment complaints received and disposed offduring the year:
i) No. of complaints received : Nil
ii) No. of complaints disposed off: Nil
Your Directors take this opportunity to place on record their appreciation for theco-operation and support extended by Banks Financial Institutions and BusinessAssociates.
Your Directors also wish to place on record their appreciation to all the employees fortheir sincere and dedicated services rendered to the Company and are also grateful to allthe members of the Company for reposing continued trust and confidence in the Managementof the Company.
| ||For and on behalf of the Board |
|Place : Hyderabad ||B.S.Sahney |
|Date : 13.08.2018 ||Chairman & Managing Director |