Your Directors have immense pleasure in presenting their Twenty-Fifth Annual Report onthe business and operations of the Company together with audited financial statement forthe financial year 2016-17.
The Company's performance for the financial year ended 31st March .2017 issummarized as below:
|Particulars || |
| ||Year ended 31.03.2017 ||Year ended 31.03.2016 ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Total Income ||2855.90 ||5402 ||3633.99 ||5836.76 |
|Profit before depreciation Finance Costs and Tax ||(229.38) ||(126.69) ||(227.95) ||196.73 |
|Less: Depreciation ||186.35 ||185.57 ||350.92 ||418.35 |
|Less: Finance Costs ||1024.03 ||1001.34 ||1024.22 ||1027.02 |
|Profit before tax & Exceptional Items ||(1439.76) ||(1313.6) ||(1147.19) ||(1248.64) |
|Less: Exceptional Items . ||(441.44) ||0 ||0 ||0 |
|Profit/(Loss) before Tax ||(998.32) ||(1313.6) ||(1147.19) ||(1248.64) |
|Less: Tax expenses || || || || |
|Current Tax || || || || |
|Deferred tax ||1088.45 ||1088.45 ||1006.13 ||976.94 |
|Profit/(Loss) after Tax ||(2086.77) ||(2402.05) ||(2153.32) ||(2225.58) |
|Less: Minority Interest in subsidiary . ||0 || 0 ||(1353.10) ||114.45 |
|Profit after Tax & Minority interest ||(2086.77) ||(2402.05) ||(800.22) ||(2340.03) |
|Add: Balance brought forward from previous year ||(21156.47) ||(18754.44) ||(23766.49) ||(21426.46) |
|Amount available for appropriation || ||0 || ||0 |
|Balance carried to Balance Sheet ||(23243.24) ||(21156.49) ||(24566.71) ||(23766.50) |
a) Standalone: '
During the year under review net sales of the Company had fallen to Rs. 2808.12lakhs.(Previous Year Rs. 5303.64 Lakhs) This is largely due to the continued losses madeby the company.eroding the working capital in the system. Due to exceptional income thelosses have been reduced to Rs. 2086.77 lakhs. (Previous Year Rs. 2402.05 Lakhs).
The Company continues to be focused in its efforts to improve sales which willautomatically absorb a good amount of overhead cost to generate profits at the EBITDTAlevel. *
The Company has been downsizing and has been focusing .on the main business of writinginstruments and as such the activities in the subsidiaries are negligible. .
Your Company is making efforts to improve its performance. It is required to conservethe funds currently available. In view of the losses your Directors are not recommendingany dividend for the year under review.
TRANSFER TO RESERVES
In view of the losses made your Directors do not propose to transfer any amount to thereserves during the year under review.
TRANSFER TO INVESTORS' EDUCATION AND PROTECTION FUND -
The entire amount of Dividend which remained unpaid / unclaimed for a period over 7years has been transferred by the Company to the Investor Education & Protection Fund(IEPF). Therefore no claims shall lie against the fund or the Company and no paymentshall be made regarding such claims
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in format MGT -9 for th^ Financial Year 2016-17 has beenenclosed with this report as Annexure 1.
During the year under review four meetings of the Board of Directors four meetings ofthe Audit Committee and one meeting of the Independent Directors were held. Details ofthe meetings are given in detail in the Corporate Governance Report which forms a part ofthis Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year under review is presented as aseparate report constituting this Annual Report. .
PARTICULARS OF LOANS ADVANCES GUARANTEES AND INVESTMENTS
Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances Guarantees and Investments are provided as part of financial statements.
PARTICULARS OF RELATED PARTY TRANSACTIONS .
All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year under review; the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions made by the Company withPromoters Directors and KMPs which may have a potential conflict with the interest of theCompany at large.
The Policy on materiality of related party transactions and dealing with related partytransactidns as approved by the Board may be accessed on the Company's website at thelink: ' '
The Details of transactions with Related Parties are provided as Notes to FinancialStatement forming a part of this Annual Report.
CORPORATE GOVERNANCE .
Your Company has always endeavoured to adhere to high standards of Corporate Governanceand ensured its compliance . both in spirit and in law. The report on Corporate Governanceas stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Report. The requisite certificate from the Auditors ofthe Company confirming compliance with the statutory corporate governance requirement isattached to the report on Corporate Governance.
SUBSIDIARIES AND ASSOCIATES
The Consolidated Financial Statements of your Company and its Subsidiaries prepared inaccordance with the relevant Accounting Standards of the Institute of CharteredAccountants of India duly audited by the Statutory Auditors forms part of the Annualreport and are reflected in the Consolidated Accounts.
In Accordance with section 129(3) of the Companies Act 2013 a statement containingsalient features of the financial statements of the subsidiary companies in Form AOC-1 isprovided as Annexure 2 to this report.
The Company has the following Subsidiaries as at 31st March 2017:
Todays Stationary Mart Limited
This Company has ceased all operations since financial year 2012-13 and as such thereis no activity. Eventually we will apply for closing of the Company and striking the nameof the Company to Registrar of Companies. .
Todays Infrastructure and Construction Limited
No fresh projects are being undertaken in view of the liquidity constraints faced bythe Company.
Todays Petrotech Limited '
During the year under review the Company settled the dues of ICICI bank. There is notmuch of activity in the company and the Management is trying to evolve a viable businessmodel to recoup the losses.
Todays Fluid Technologies Limited .
As per Section 560 of the Companies Act. 1956 the Company has been struck off fromRegister of Companies w.e.f 02.10.2016 under the Fast Track Exit Mode land the saidCompany is dissolved.
RISK MANAGEMENT POLICY
The Board has adopted a policy on risk management to mitigate inherent risks and helpaccomplish the growth plans of the Company. Accordingly various potential risks relevantto the Company have been identified by the Company and the audit . committee and the Boardreviews the same periodically and suggest measures to mitigate and control these risks.
Broadly the following risks are identified as risk which should be regularly discussedand mitigating steps to be taken even though they may not be of a nature which threatensthe existence of the Company:
Financial Risk .
Macro and micro economic Risk
Political Risk especially in export markets ;
Risk due to civil and military disturbances and natural calamities.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) In terms of the provisions of the Companies Act 2013 Mr. Rajesh Drolia (DIN:00118827) Chairman fit Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment-
B) Mr. Ronald Netto Managing Director tendered his resignation from the Directorshipof the Company w.e.f. 30th March
2016. The Board has placed on record its appreciation for the contribution made by Mr.Ronald Netto during his tenure of office. .
C) The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. None of the Directors aredisqualified from being appointed as Directors as specified in section 164 of CompaniesAct 2013.
D) The profile of Directors seeking appointment/ re-appointment forms part of theNotice calling the Annual General Meeting. '
E) The Company has adopted a Policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under Section 178 (3). The remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration policy of theCompany.
EVALUATION OF THE BOARD AND OF THE DIRECTORS .
In compliance with the Companies Act 2013 the performance evaluation of the Board andthat of its Committees and Individual Directors have been carried out during the yearunder review.
The evaluation of performance was done by rating each individual director on 8established attributes pertaining to his participation at the Board Meetings and theeffectiveness of his participation. Similarly performance of the Board and itsCommittees'as a whole was done by evaluating the performance against the goals set for theCompany.
The Independent Directors in their separate meeting conducted evaluation ofperformance of all non-independent directors and of the Board as a whole. At the samemeeting the Independent directors have also evaluated the performance of the Chairman ofthe Board. The Board in their meeting succeeding the separate meeting of IndependentDirectors noted the inputs given by the Independent Directors. The Board of Directorsfurther conducted evaluation of every Individual Direttor (including IndependentDirectors) and of the Board as a whole.
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; '
b. 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 as at March 31 2017 and of the losses ofthe Company for the year ended on that date; .
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other . irregularities; '
d. the Directors have prepared the annual accounts on a going concern' basis;
e. . the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and .
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively. .
REMUNERATION TO DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER 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 details of the remuneration given to the Directors and KeyManagerial Personnel is provided in the Annual Report. None of the other employees of theCompany draw remuneration in excess of the limits set out in the said rules. None of theDirectors receive remuneration or commission from subsidiaries of the Company. .
DETAILS OF SIGNIFICANT ft MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
During the year under review there were no significant and material orders passed bythe Regulators or Courts of Tribunals in favour or against your Company.
During the year under review your Company has not accepted any deposits within themeaning of section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014.
INTERNAL FINANCIAL CONTROLS
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.
STATUTORY AUDIT ft AUDITORS
M/s. Ajay Shobhaa Co. Chartered Accountants will complete their term of 10 years atthe conclusion of the Annual General Meeting in 2017. The company as part of rotation ofAuditors is in process to appoint a statutory auditor. The Company has pending dues to bepaid to the Auditor. The Auditor is not in a position to give the NOC for appointment of anew Auditor pending payment of his dues. Hence it has been decided that a separate Extraordinary general meeting shall be held for appointment of Auditor at a later stage
The Board had appointed M/s. Hitesh Buch & Associates Company Secretaries toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as Annexure 3 to thisReport.
AUDIT COMMITTEE '
The Audit Committee comprises of Ms. Shilpa Joshi (Non-executive Independent Director)Chairperson of the committee Mr. Shreedhar Parande (Non-executive Independent Director)and Mr. Rajesh Drolia Chairman & Non-Executive Director of the Company.
All recommendations made by the Audit Committee were accepted by the Board of Director.
Reply to the "Emphasis Matter" of the statutory audit report StatutoryAuditor Coins Concern
Your Company is declared sick industrial concern and advised to submit rehabilationscheme by BIFR to operating agency. In the meantime SICA 1985 has been repealed w.e.f.01/12/2016 and all the Companies who were in BIFR had been advised to file freshapplication with NCLT with six months. Your Company now proposes to file new petitionbefore NCLT soon St hopeful to get positive & progressive resolution plan fromCommittee of Creditors(COC) and get positive & progressive resolution plan from COCand the Company will revive and grow in coming years.
Confirmation of Balances
The Auditor has stated that the confirmation of balances from debtors creditorsadvances secured and unsecured lenders etc. are generally not received. The Company callsfor confirmations and many of the parties do not respond. The parties being associatedwith the Company for a long while their accounts are periodically reconciled. Hence thebalances reflect a true and fair view of the assets and liabilities.
Provision of interest
Under the current scenario where the Company has entered in to a broad settlement withthe secured lenders and are in the process of commencing negotiation with other lendersthe provision of interest does not affect the materiality of the profitability of theCompany as these interests will be reversed once the settlement amount is fully paid tothe lenders. Hence the Company has continued with interest provisioning based on theearlier agreement with the lenders under the CDR mechanism.
Accounting of. Employee benefits and Gratuity
The Company is not accounting these benefits on an accrual basis and is settled as andwhen an employee leaves the organization.
The impact of such a mechanism is minimal and not material and hence it is not beingaccounted for on an accrual basis. '
Regular deposit of statutory dues
In the annexure to the Auditors' report vide clause vii(a)and (b) it has been statedthat the Company has not deposited undisputed dues of Provident fund income tax servicetax salgs tax excise duty and VAT etc. on time and there are serious delays. Yourdirectors wish to state that at every board meeting these are periodically reviewed andevery effort is made to reduce the same. The primacy of cash flow allocation in a sickCompany is to ensure that the earnings are increased so that the statutory dues are paidat the earliest. Any cash flow surplus is used as a matter of policy to first clearstatutory dues. The promoters have to the extent possible infused funds to clear statutoryliabilities based on decision of the Board.
Reply to the "Observations" of the secretarial audit report . .
Appointment of Company Secretary
The Secretarial Auditor has stated that the Company has not appointed a CompanySecretary per-the requirements of section 203 of Company Act 2013. Your Directors wish tostate that your Company is a sick Company and after the resignation of the existingCompany Secretary WEF 17th March 2015 we couldn't find a suitable person who would fit into the budget of the Company. Hence in order to ensure smooth functioning and ensurecompliance we have appointed a qualified Company secretary as a Compliance officer andwould be training her to assume the role of the Company Secretary in due course. In themeantime the Company will explore the option of getting a suitable person to the postwithin the budget constraints of the Company. .
Filing of form DPT-4
The Company is of the considered opinion that the outstanding liabilities in the nameof the Promoters of the Company are a fait accompli situation due to the saleof pledges shares of the promoters by the lenders to recover their dues. Hence it is nota proactive action by the Company in seeking deposit from the promoters. Further theamount infused later by the promoters are for meeting the working capital needs of theCompany and would eventually form a part of the promoters contribution stipulation as perthe guidelines issued by BIFR (Repealed) for rehabilitating the Company. The relevantexplanation has been made in the note no 44 to accounts.
The amounts referred to above are brought in by the promoters/directors in addition tothe amount that is owed to them by the Company due to sale of shares by the lenders areexempted deposits under clause 2(1)(viir) and 2(1)(xiii) of The Companies (Acceptance ofDeposits) Rules 2014 and as such there is no requirement of filing form DPT4. . .
WHISTLE BLOWER POLICY/VIGIL MECHANISM .
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To . maintain these standards your Company has adopted aWhistle Blower Policy to provide a mechanism for the directors and employees to reportgenuine concerns about any unethical behaviour actual or suspected fraud or violation ofyour Company's Code of Conduct. The provisions of this policy are in line with theprovisions of section 177 of the companies Act and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Whistle Blower Policy canbe accessed on your Company's website at the link: http://www.todavs.co.in/files/documents/Whistle-Blower-Policv.pdf.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE .
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition t Redressal) Act 2013 and
Rules made thereunder your Company has constituted Internal Complaints Committees(ICC). No complaint has been received by the committee till date. '
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy: '
The Company has adequate system of energy conservation with the requisite equipment andinstallations to conserve the energy resources and to avoid wastage with continuousimprovements in the production process. The Company's working staffs has adopted energyefficient working habits. No capital investment was made on upgradat'ion purchase orinstallation of energy conservation equipments.
B. Technology Absorption:
The technology required for the operation of business of the Company has already beenabsorbed. No technology was imported during the last three years..
Expenditure incurred on research and development.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||. On behalf of the Board of Directors |
| ||For Todays Writing Instruments Limited |
| ||Sd/- |
|Date: 12.08.2017 ||Rajesh KumarDrolia |
|Place: Mumbai ||Chairman |