To The Members
Yours Directors have pleasure in presenting their 28th (Twenty Eight) AnnualReport of the Company together with the Audited Statement of Accounts for the year ended31st March 2017.
|PARTICULARS ||Year Ended March 31st 2017 ||Year Ended March 31st 2016 |
| ||(Rs. In lacs) ||(Rs. In lacs) |
|Revenue from Operations ||39858.42 ||42373.25 |
|Other Income ||1134.56 ||528.24 |
|Expenses ||41265.04 ||44607.58 |
|Profit (Loss) before tax ||(272.06) ||(1706.10) |
|Tax Expenses: || || |
|-Current Tax ||0 ||0 |
|-Deferred Tax ||(120.59) ||(531.88) |
|Profit/(Loss) After Tax ||(392.65) ||(1174.21) |
REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE
During the financial year under review the company has achieved turnover including(income from other sources) of Rs. 40992.98 lacs. However the expenditure side of theCompany has also been proportionally decreased to Rs. 41265.04 lacs. During the yearBanker of the company reverse interest by derecognizing of Rs. 22 Cr. Due toimplementation of SDR Package and the account put on stand still standard. Resultantlythe company incurred a loss of Rs. 272.06 Lacs as compared to the previous year loss ofRs. 1706.10 Lacs. Your management is striving hard to improve the financial position ofthe Company by devising effective marketing plans and strategies.
Since the company has not earned any profit during the year hence the Company is unableto declare any dividend for this year.
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (Bombay Stock ExchangeLtd.) and the Company has paid the Annual Listing Fees to BSE for the financial year2017-18.
Total borrowings by the company both long term and short term as at 31stMarch 2017 amounted Rs. 23023.28 Lakhs as against Rs. 25483.16 Lakhs as at 31stMarch 2016.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The company has no subsidiaries associates and joint venture companies.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT -9 for the Financial Year 2016-17 is attachedas an annexure- 1 to this report.
BOARD AND COMMITTEE MEETINGS
The details of meetings of the Board and committee thereof held during the financialyear 2016-17 is provided in the Report on Corporate Governance which forms the part ofthis report.
DIRECTOR'S RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT2013:
In accordance with the provisions of section 134(5) the Board confirm and reportthat:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
NOMINATION & REMUNERATION COMMITTEE POLICY
Your Board has framed a policy which lays down a framework in relation to remunerationof Directors Key Managerial Personnel and Senior Management Personnel of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail of this policy is explained in the Report on Corporate Governance.
RE-APPOINTMENT OF INDEPENDENT AUDITOR
The tenure of present statutory auditor of the Company M/s B. M. VARMA & CO.Chartered Accountants (Firm Registration No: 001099N) shall end at the conclusion ofensuing AGM. Taking into account that M/s B. M. VARMA & CO. Chartered Accountantshave completed the maximum tenure permissible under the Companies Act 2013 in line withthe requirement of rotation of auditors prescribed under Section 139(2) of the CompaniesAct 2013 the Board based on the recommendation of Audit Committee and subject to theapproval of Members approved the appointment of M/s R K Deepak and Co CharteredAccountants (Firm Registration No.: 003145N) as Statutory Auditors of the Company for aterm of 5 years commencing from the conclusion of the ensuing AGM. M/s. P R K Deepak andCo Chartered Accountants have confirmed their willingness to act as statutory auditorsand further confirmed that they are not disqualified to be appointed as statutory auditorin terms of the provisions of the proviso to Section 139(1) Section 141(2) and Section141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules 2014.The Board recommends the appointment of M/s. R K Deepak and Co Chartered Accountants asStatutory Auditors for the consideration of shareholders in the ensuing AGM. The Board ofDirectors places on record its appreciation for the service rendered by M/s B. M. VARMA& CO Chartered Accountants as the statutory auditor of the Company.
The Notes on Accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Himanshu Sharma & Associates Company Secretaryin Practice (C.P. No. 11553) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report in prescribed format MR.-3 given by aforesaid SecretarialAuditors is annexed to this Board Report as Annexure 2 and forms an integral part.
Following are the reply in respect of the Auditor observations:-
|Auditor Observation ||Reply |
|Company has not complied with regulation 28(1) of the SEBI (LODR) Regulations 2015 in respect of the In-principle approval for issue of shares to the Banker for conversion of its debt. ||The company has already applied to the Securities & Exchange Board of India for the condonation of default and status thereof as on date is under process. |
|Shareholding Pattern for the Q1 of FY 2016-17 not submitted on time with the BSE Ltd. ||The delay was few days and that is also because of the non receipt of data by the RTA from depository on time due to some reason. |
|Company has not appointed Company Secretaries as per the provision of Section 203 of the Companies Act 2013. ||During the year under review the company appointed a Company Secretary but due to some geographical location of the company's registered office the company secretary resigned from the post. The company is looking for a suitable candidate for posting at its registered office as Company Secretary. |
|Company has not Appointed Woman Director of the Board of the Company. ||During FY 2015-16 the company appointed Woman Director twice but due to some or the other reason both resigned during the year. The company is looking for a willing person to appoint as the woman director |
|Company has not appointed Internal Auditor as per Section 138 of the Companies Act 2013 ||The process of appointing internal auditors is being finalized. |
|Company has constituted Nomination & remuneration Committee but its composition is not as per section 178 of the Companies Act 2013 ||The committee has been reconstituted as per the provisions of Section 178 of the Companies Act 2013. |
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
Complete details of Loans Guarantees and Securities and Investments covered underSection 186 of the Companies Act 2013 given during the year under review is providedbelow:
|S r N o Date of maki ng loan ||Detail s of Borro wer ||Amou nt ||Purpose for which the loan is to be utilized by the recipient ||Time perio d for which it is given ||Date of BR ||Date of SR (if reqd) ||Rate of Interes t ||Securit y |
|NIL || || || || || || || || |
Details of Investments:-
|SL N o Date of invest ment ||Details of Investee ||Amount ||Purpose for which the proceeds from investment is proposed to be utilized by the recipient ||Date of SR (if reqd) ||Expected rate of return |
|NIL || || || || || |
Details of Guarantee / Security Provided:
|SL N o Date of providing security/guar antee ||Detail s of recipi ent ||Amou nt ||Purpose for which the security/gu arantee is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if any) ||Commissi on |
|NIL || || || || || || |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2016-17 in the prescribedformat AOC 2 has been enclosed with the report as Annexure 3.
AMOUNTS TRANSFERRED TO RESERVES
Losses of Rs. 3.93 Cr. has been transferred to the reserve of the Company.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
No unclaimed or unpaid amount is lying in the Books of the company which is to betransferred to Investor Education & Protection Fund.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
(i) During the year under review the Hon'ble High Court of Himachal Pradesh approvedthe Scheme/arrangement between the company and M/s. Tirupati Aluminium Limited.
(ii) Company has allotted 51% shares i.e. 77139384 Equity Shares at face value ofRs. 2/- to the Banker of the Company by converting debt into Equity and out of totalshares 45376108 shares were allotted to Punjab National Bank and 31763276 shares wereallotted to Allahabad Bank.
RISK MANAGEMENT POLICY
The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of such risks.
CORPORATE SOCIAL RESPONSIBILITY
The Provisions relating to Section 135 of the Companies Act 2013 are not applicable tothe Company.
MACHANISM FOR EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulation 2015 astructured procedure was adopted after taking into consideration of the various aspects ofthe Board's functioning composition of the Board and its committees execution andperformance of specific duties obligations and governance.
The performance evaluation of the independent Directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expresses their satisfaction with theevaluation process.
There were no changes made in the directorship during the financial year under review.
Further pursuant to the provisions of Section 152 of the Companies Act 2013 and thatof the Articles of Association of the Company Mr. Ramesh Gupta Whole Time Director ofthe Company liable to retire by rotation at the ensuing Annual General Meeting offershimself for re- appointment. The brief resume of Mr. Ramesh Gupta who is proposed to bereappointed is provided in the Report on Corporate Governance.
The following details of deposits covered under Chapter V of the act:
I. Deposits Accepted during the year; NIL
II. Remained unpaid or unclaimed as at the end of the year; NIL
III. Whether there has been any default in repayment of deposits or payment ofinterest thereon during the year and if so number of such cases and the total amountinvolved-
IV The details of deposits which are not in compliance with the requirements ofChapter
CHANGES IN SHARE CAPITAL IF ANY
The authorized share capital of the Company increased to Rs. 355000000 (RupeesThirty Five Crores and Fifty lacs only) divided into 157500000 (Fifteen Crore SeventyFive Lacs) Equity Shares of Rs. 2/- each and 200000 (Two lacs) Preference Shares of Rs.100/- each. The issued subscribed and paid-up share capital of the company is Rs322507388/- divided into 151253694 equity shares of Rs. 2/- and 200000 Preferenceshares of Rs. 100/- each.
DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and ListingRegulations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 relating to "Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo" is given in the Annexure - 4forming an integral part of this Report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted reputed firms of CharteredAccountants. The main trust of internal audit is to test and review controls appraisal ofrisks and business processes beside benchmarking controls with best practices in theIndustry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is enclosed with this report as Annexure -5.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY
During the year under review the Managing Director and Whole time Director neitherreceived any Commission nor any remuneration from Company's Holding or Subsidiary Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place an Anti Harassment policy in line with the requirement of theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. There was no compliant received from any employee during the financial year 2016-17and hence no complaint is outstanding as on 31.03.2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Report on Management Discussion and Analysis pursuant to Listing Regulationis annexed to this report.
The Company has complied with all the conditions of Corporate Governance as stipulatedin Listing Regulations with Bombay Stock Exchange Limited during the year ended on 31stMarch 2017 as per Report on Corporate Governance annexed and a Certificate from theAuditors to this effect for the year ended on 31st March 2017 is also enclosedwith this report.
As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records. TheCompany has appointed M/s Balwinder & Associates Cost Accountants as Cost Auditor ofthe Company for the financial year 2017-18
CASH FLOW ANALYSIS
In conformity with the provisions of Listing Agreement and Companies Act 2013 theCash Flow Statement for the year ended on 31st March 2017 is annexed hereto.
Your Directors place on record their appreciation for the significant contribution madeby all the employees who through their competence hard work solidarity andco-operation have enabled the Company to withstand the impact of slowdown.
The Board wishes to place on record its appreciation for the support and co-operationthat the Company received from its suppliers distributors retailers and otherassociates. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be Company's endeavor to build andnurture strong links based on mutuality respect and co-operation with each other andconsistent with customer interest.
Your Directors take this opportunity to thank all investors clients vendors banksregulatory and government authorities for their continued support.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Sd/- ||sd/- |
| ||(MOHAN LAL GUPTA) ||RAMESH GUPTA |
|PLACE: Baddi ||(DIN NO. 00161184) ||(DIN NO. 00161363) |
|DATE : 25.08.2017 ||MANAGING DIRECTOR ||WHOLE TIME DIRECTOR |