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Teknomin Aqua Exports (India) Ltd.

BSE: 526065 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Teknomin Aqua Exports (India) Ltd
NSE 05:30 | 01 Jan Teknomin Aqua Exports (India) Ltd

Teknomin Aqua Exports (India) Ltd. (TEKNOMINAQUA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 25th Annual Report for the FinancialYear 2015-16 together with the Audited Balance Sheet as at 31 st March 2016 and theProfit & Loss Account for the year ended on that date.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

(IN LAKHS)

Particulars 2015-2016 2014-15
Gross Turnover 276000 37388.00
Profit/(Loss) Before Tax (780302) (1234658.00)
Profit/(Loss) After Tax (780302) (1'234658.00)
Equity Share capital 55700500.00 55700500.00

2. Performance: -

During the year 2015-16 the company has achieved a turnover of Rs.276000 andincurred a net profit/loss (780302).

3. Dividend

The company has not declared any Dividend during the Financial Year.

4. Reserves

Since the company has not declared the dividend during the financial year transfer ofamount from profits to reserves does not arise.

5. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the

Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has.been explained in the Corporate Governance Report.

6. Particulars of Employees

Your directors also place on record their deep sense of appreciation of the services ofthe staff and workers of the Company who have contributed for the administration of theCompany's affairs.

7. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings and five Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

8. AUDITORS:

The Auditors M/s. Hanumaiah & Co. Chartered Accountants Vijayawada to hold theoffice of the auditors for a period of five years i.e. from the conclusion of this 25thAnnual General Meeting till the conclusion of 29th Annual General Meeting of the Company

9. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

10. Internal Audit & Controls -

The Company has adequate internal control systems commensurate with the size of itsoperations and for the purpose of exercising adequate controls of the day-to-dayoperations. Systems are regularly reviewed to ensure effectiveness. .

11. Vigil Mechanism : n I pursuant to the provisions of section 177(9) & (10)of the Companies Act 2013 a Vigil Mechanism for directors and employees to reportgenuine concerns has been established. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.teknominaqua.co.in under investors/ policy documents/VigilMechanism Policy link.

12. EXTRACTOFANNUALRETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure I.

13. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

S.NO CASE STAGE
1. Appeal No. E/Mise 27/07 Dated : 9-5-2007 field before CESTAT Banglore on the orders issued by commissioner of appeals Guntur on the tax imposed of Rs. 190 lacs notices of Asll. Appeal field before CESTAT Bangolore & Stay Granted
Commissioner - C.E Nellore.
2. Appeal No. 21/2003 Dated : 18-12-2Q03 in the matter of Buy-back of MPEDA Case is in pending before High Court of Kerala Emakulam. - ;
Capital Investment of Rs. 16 lacs as per financial agreement 'dt : 31-3-1993
3. Bombay stock exchange Ref No-DCS/ Pending
COMP/TO/TB/252/2010-11 Dated .
14-09-2011 Payment of Re-lnstalament fee of Rs 12.50 Laks Plus Service tax 9 12.36%

16. Fixed Deposits:

The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.

17. Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Clause 49 ofthe Listing agreement shall be annexed with the report.

18. MANAGEMENT DISCUSSION ANDANALYSIS Report

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31 st March 2016.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention; Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy During the year Company has notreceived any complaint of harassment.

20. CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGSANDOUTGO

The particulars relating to Conservation of Energy Technology absorption ForeignExchange earnings and outgo as required under section 217 (1) (e) of the Companies Act1956 read with Companies (Disclosure of particulars in the Report of Board of Directors)Rules 1988 are as Follows

a) Conservation of Energy

The company's operations require low energy consumption. Adequate measures are taken toconserve energy whenever possible.

b) Technology absorption Adoption and Innovation

There is no information to be furnished regarding Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to b6 absorbedor adopted.

21. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

22. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

(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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(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.

23. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. VCSR &Associates Company Secretaries have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure II to this report. Thereport is self-explanatory and do not call for any further comments.

24. De-Listing with Stock Exchanges

The company has received notice from BSE directing the company to delist its sharesBSE also issued public notice on 23-06-2016 informing the public about the companies whichare about to be de-listed under compulsory de-listing category it is very sad news to ourcompany because our company is one of them in the said public notice. Subsequently Boardof Directors met on 9th July 2016 and discussed about the various pros and cons torestore the status of listing. As the Aqua Industry is not performing well the directorscould not find suitable solution to procure the financial assistance by way of loans fromBanks or Financial Institutions funding is inevitable for running the company and tdbring the company in to profitable track but in view of the Aqua industry growth ourcompany was unable to find suitable prospective investor. As the Directors don't have anyoption to avoid the compulsory delisting it is unanimously agreed for compulsoryde-listing accordingly BSE has also been informed about the decision of the Board and MDhas been authorized to look after the process of compulsory de-listing. As per the SEBInorms shareholders will be given exit opportunity to sell the shares at the price fixed byvaluer.

25. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Companyis" able to achieve the results.

For and on behalf of the Board of Directors

Place: Vijayawada Sd/-
.Date: 09.07.2016 Peram Mastan Rao
Managing Director