Tentiwala Metal Products Ltd.
|BSE: 537119||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE486P01011|
|BSE 00:00 | 14 May||Tentiwala Metal Products Ltd|
|NSE 05:30 | 01 Jan||Tentiwala Metal Products Ltd|
Tentiwala Metal Products Ltd. (TENTIWALAMETAL) - Director Report
Company director report
Your Directors have pleasure in presenting the Annual Report of your Company with theAudited Statement of Accounts for the year ended March 31 2016.
Financial summary or highlights/Performance of the Company (Standalone)
The Company's financial performance for the year ended March 31 2016 is summarizedbelow:
Company has not declared any dividend during the Financial Year.
No such amount has been proposed by the board to carry to any reserves.
Details of Subsidiary/Joint Ventures/Associate Companies
Company has not any of its Subsidiary/Joint Ventures/Associate Companies during theFinancial Year.
The paid up Equity Share Capital as on March 31 2016 was Rs. 54240850/-. During theyear under review the Company has not issued shares with differential voting rights norgranted Employee Stock Options or Sweat Equity Shares.
The Company has not accepted any fixed deposits during the year under report.
Risk management policy
Not applicable to the company.
Statement on Declaration given by Independent Directors:
The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149 (6)
Particulars of Loans guarantees or Investments u/s 186
Company has not transacted any business u/s 186 during the financial year.
Material Changes and Commitments if any:
There were no material changes and commitments have been occurred between the end ofthe financial year of the company to which the financial statements relate and date ofsigning of board report affecting the financial position of the company.
Brief description of the Company's working during the year/State of Company's affair
During F/Y 2015-16 your company has generated total revenue of Rs. 433303613.34/-
Change in the nature of business if any
The name of the company has been change from "M/s Tentiwal Wire ProoductsLimited" to "M/s Tentiwala Metal Products Limited" vide ROC approval dated30th October 2015
No other Change in the nature of the business of the Company done during the year.
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 not received any significant/material orders from the statutoryregulatory bodies/courts/tribunals which affect the operations/status of the Company.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
Your company has been complying with the principles of good corporate governance overthe years and is committed to the highest standard of compliance pursuant to the listingagreement read with regulation 15 (2) of SEBI (LODR) Regulations 2015 the compliance withthe corporate governance provisions as specified in regulation 17 to 27 and clause (b) to(i) of regulation 46 (2) and para C D E of schedule V shall not apply to the company.However as a good corporate governance practice the company has generally complied withthe corporate governance requirements.
The detailed corporate governance report is appended to the director's report videAnnexure-I.
Director's Remuneration Policy and criteria for matters under section 178
The policy formulated by nomination and remuneration committee is disclosed on thecompany's website i.e. www.tentiwal.com and alsoappended to Corporate Governance report vide Annexure- I (A) & I (B).
Management Discussion and Analysis Report:-
The Management Discussion and Analysis is appended to the Corporate Governance Reportvide Annexure I-C.
Board and Audit Committee
The details regarding number of board meetings held during the financial year andcomposition of Audit Committee is appended hereto.
Annual Listing Fee
The Company has paid the annual listing fees for the financial year 2016-2017 to BombayStock Exchange Limited on or before the due date. Details of establishment of vigilmechanism for directors and employees
The details of establishment of vigil mechanism for directors and employees to reportgenuine concerns is disclosed on the company's website i.e.
Particulars of Contracts or arrangements with related parties u/s 188
During the year the Company did not enter into any material transaction with relatedparties under Section 188 of the Companies Act 2013. All transactions entered into bythe Company with the related parties were in the ordinary course of business and on anarm's length basis. Form AOC-2 as required under Section 134 (3) (h) of the Act readwith Rule 8 (2) of the Companies (Accounts) Rules 2014 is attached as part of this reportvide Annexure-II.
Further the Company's policy on Related Party Transactions is attached as part of thisreport vide Annexure-II (A).
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows
The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure- IIIand is attached to this report
Disclosure under the Sexual Harassment of Women at workplace (prevention prohibitionand redressal) act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaints were received during theyear 2015-16.
Directors and KMP:
A) Formal Annual Evaluation
The Board has made a formal evaluation of its own performance and that of itscommittees and individual directors as required under Section 134(3) (p) of the CompaniesAct 2013.
B) Directors Liable to retire by rotation
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Parag Sharma Directors of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered themselves for re-appointment.
C) Changes in Directors and Key Managerial Personnel during the F/Y
Remuneration to Directors and KMP
Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be providing upon request.
Particulars of Employees:
We are having no employees in respect of whom we are required to give Information inaccordance with the Rule (5) (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
Extract of the annual return
The details forming part of the extract of the Annual Return in form MGT9 is annexedherewith as ANNEXURE-IV Statutory Auditors
The existing auditor M/s B.B. Agrawal & Co. Chartered Accountants (FirmRegistration Number: 000597C) has been appointed as statutory auditors of the company atthe Annual General Meeting held on 30.09.2015 until the conclusion of next Annual GeneralMeeting.
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.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Pramod Kumar Sharma Company Secretaries in Practice to undertake theSecretarial Audit of the Company for FY 2015-2016. The Secretarial Audit Report isappended to this report vide ANNEXURE-V.
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 accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are 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 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;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.