To the Members
Your Directors present their 34th Annual Report together with the Audited Accounts forthe year ended 31st March 2017.
FINANCIAL RESULTS :
(Amt. in 000)
| ||2016-2017 ||2015-2016 |
| ||(12 months) ||(12 months) |
|Total Income ||- ||900 |
|Profit/(loss) before Depreciation & Tax ||(2464) ||(634) |
|Less : Depreciation ||- ||1696 |
|Less : Exceptional Items ||- ||11727 |
|Profit/(loss) after depreciation and before tax ||(2464) ||9497 |
|Current Tax ||- ||2600 |
|Deferred Tax ||- ||(2641) |
|Profit/(Loss) after Tax ||(2464) ||9538 |
Your Directors regret that due to accumulated losses no dividend could be recommendedfor the year.
Since the company has accumulated losses no amount has been transferred to Reserves.
REVIEW OF OPERATIONS :
The Board is yet to finalize the business models including the envisaged foray in todevelopment of Industrial Park/realty development. The proposed business plans are underconsideration by the Board. The Board is hopeful that the ensuing year it should be ableto freeze the business model for future development.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186 :
There were no loans or guarantees given or any investments made during the year underreview.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 :
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms-lengthbasis. However during the year there has been no substituting contract or arrangementwith related parties which warrants disclosure of this particulars u/s. 188 (1).
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO :
The Company did not have any major power and fuel consumption during the year underconsideration. No foreign exchange earnings and expenditure were made during the yearunder consideration. And hence the company has nothing to report as an annexure requiredunder rule 8(3) of Companies (Accounts) Rules 2014.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 134 (3)(6) read with Section 134 (5) of the Companies Act 2013the Board of Directors of the Company hereby states and confirms that:-
(i) In the preparation of the Annual Accounts 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 were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the accounting year and ofthe loss of the company for that year;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(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 financial controls are adequate and were operatingeffectively.
(vi) The Directors have devised proper system to ensure compliance with the provisionof all applicable loss and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORS REPORT :
M/s. Koshal & Associates Chartered Accountants (Firm Regn. No.121233w) retires atthe conclusion of this Annual General Meeting (AGM). The Board proposes to appoint M/s.Kavathekar & Co Chartered Accountants (Firm Reg. No. 102737) as auditors of thecompany at the ensuring Annual General Meeting.
EMPHASIS OF MATTER OF THE INDEPENDENT AUDITORS' REPORT :
We draw attention to note No. 2.16 of schedules forming part of accounts forming partof the financial statements in respect of the status of the Company which is selfexplanatory. Our opinion is not modified in respect of the matter.
MANAGEMENT REPLY :
Remarks made by the auditors in their report read with notes to accounts thereon areself explanatory
MANAGEMENT DISCUSSION & ANALYSIS :
The management Discussion and analysis report forms part of the Directors report and isannexed herewith.
The Company has not accepted/renewed any deposits during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Ms Vaishali Shetty Oza Chairperson/Director of the Company retires by rotation andbeing eligible offered herself for reappointment.
Consequent to the disposal of the Textile Machinery Manufacturing Division the Boardis exploring foray in to new business ventures and therefore pending said determination ofthe business plan the company is still in the process of identifying/ appointment of KeyManagerial Personnel including Company Secretary and CFO.However as an introductorymeasure the company has taken the services of CA C.R. Murali as Compliance Officer interms of the Listing Regulations of The Bombay Stock Exchange Ltd.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2017 AND AUGUST 10 2017 (DATE OF THE REPORT) :
There are no material changes and commitments to report affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :
The Company has secured approval from The Bombay Stock Exchange Ltd for revocation oftrading of shares. The shares of the company are now being freely traded in the stockmarket.
DETAILS OF HOLDING/SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY :
The Company also has no subsidiaries/joint venture/ associate company. The company isnot subsidiary of any other body corporate. There have been no changes in the status asabove.
PARTICULARS OF EMPLOYEES :
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are required to be provided in the AnnualReport. However there were no employees who were in receipt of remuneration for whichdetails need to be disclosed.
SHARE CAPITAL :
During the financial year there was no change in the Share Capital of the Company.
EXTRACT OF THE ANNUAL RETURN :
Pursuant to Section 134(3)(a) of the Companies Act 2013 an extract of the AnnualReturn in Form No. MGT 9 is annexed herewith.
BOARD OF DIRECTORS MEETING :
During the year ended 31st March 2017 the Company had Five (05) Board Meetings andthe gap between the two meetings of the Board is as per Companies Act 2013. The followingdates namely 13th April 2016 30th May 2016 12th August 2016 10th November 2016 and12th February 2017.
COMMITTEES OF BOARD :
Following are the various Committees formed by Board:
Nomination & Remuneration Committee
Stakeholder Relationship Committee
The details of the composition of committees its roles and responsibility along withnumber of meetings held are given in the Report of Corporate Governance.
As the Company is loss making Corporate Social Responsibility Committee (CSR) andpolicy is not applicable.
REMUNERATION POLICY :
The remuneration policy takes into account the circumstance of business so as toattract and retain quality talent and leverage performance significantly.
Remuneration of the Executive Director is determined by the Board on therecommendation of the Nomination & Compensation Committee which is subject to theapproval of the shareholders.
Non-Executive Directors are also entitled to sitting fees for attending meetings of theBoard and Committees thereof the quantum of which is determined by the Board. However Nositting fees was paid to Non-Executive Directors for any meeting of the Board AuditCommittee Independent Directors Committee Nomination a n d Remuneration Committee andthe Stakeholders Relationship Committee
CORPORATE GOVERNANCE CERTIFICATE :
Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreementswith the Stock Exchanges in India forms part of the Annual Report. Certificate from theAuditor of the Company M/s. Koshal & Associates Chartered Accountants confirmingcompliance of conditions of Corporate Governance as stipulated under the aforesaid Clause49 is annexed to this Report.
PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS :
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation. The Board hasevaluated performance of all the Directors and expressed its satisfaction. Evaluationprocedure covered Board's functioning such as adequacy of the size and composition of theBoard and its Committees to ensure diversity and adequate skills in the best interest ofthe Company as a whole.
FAMILIARIZATION PROGRAMME FOR DIRECTORS :
A well informed familiarized Board member can contribute significantly to effectivelydischarge its role of trusteeship in a manner that fulfils stakeholders' aspirations andsocietal expectations. In pursuit of this the Directors are updated on a continuing basison changes / developments in the domestic / global corporate and industry scenarioincluding those pertaining to statutes / legislations and economic environment to enablethem to take well informed and timely decisions.
RISK MANAGEMENT :
The Company has formulated the Company's Risk Management Policy identifying theelements of risk that the Company may face such as strategic financial credit marketliquidity security property legal regulatory and other risks pursuant to theprovisions of Section 134 (3)(n) which has been exhibited in the Company's Website.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate and effective internal financial control systemcommensurate with its size and operations.
D E C L A R AT I O N F R O M I N D E P E N D E N T DIRECTORS :
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Act that they meet with the criteria of their independence laid downin Section 149(6).
SECRETARIAL AUDIT REPORT :
The Board has appointed Mr Bhushan Gharpure Company Secretary in Practice (COPNo.9827) to conduct Secretarial Audit for the financial year 2016-17. The SecretarialAudit Report for the financial year ended 31.3.2017 is annexed to this report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark. However certain remarks made by the Company Secretary are being attended by theManagement.
i. Whistleblower Policy
The Company has a Whistleblower Policy to report genuine concerns and grievances. Thesame is explained in the Corporate Governance Report. The practice of the WhistleblowerPolicy is overseen by the Audit Committee of the Board and no employee has been deniedaccess to the Committee.
ii. Prevention of Sexual harassment Policy
During the year 2016-17 No Complaints were received by the Company relating the sexualharassment.
iii. Statement pursuant to Rule 5 (2) & (3) of Companies (Appointment andRemuneration of Managerial Personnel) 2014.
There are no particulars to be disclosed pursuant to Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) 2014.
Similarly there are no details required to be disclosed pursuant to provisions ofSection 197 (12) read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as well as Schedule V part II Section II (A) of theCompanies Act 2013.
CORPORATE SOCIAL RESPONSIBLE COMMITTEE :
The requirement pursuant to Section 135(1) of the Act for constituting Corporate SocialResponsible Committee is not applicable to the company.
LISTING WITH STOCK EXCHANGES :
The Company confirms that it has paid the Annual Listing Fee for the year 2017-18 toBombay Stock Exchange Ltd with whom the equity shares of the company have been listed.
The Board takes this opportunity to thank and acknowledge with gratitude theco-operation and assistance received from various Government Authorities Professionalsand other Agencies during the accounting period under reference.
The Directors also wish to place their deep appreciation to the continued trust andconfidence reposed by the Shareholders of the Company.
| ||On behalf of the Board || |
| ||For SM ENERGY TEKNIK & ELECTRONICS LTD || |
| ||VAISHALI SHETTY OZA ||ATUL B. OZA |
|Place: Mumbai ||CHAIRPERSON ||DIRECTOR |
|Date: 10 August 2017 ||DIN : 00228554 ||DIN : 00112033 |