Your Directors present their 44th Annual Report and Audited Statement of Accounts ofthe Company for the year ended 31st March 2018.
FINANCIAL RESULTS :
| ||(Rs. In Lakhs) |
| ||Year ended |
| ||31/03/2018 ||31032017 |
|Profit/(Loss) before Interest Depreciation & Taxation ||42.19 ||922.94 |
|Less: Interest ||0.00 ||0.00 |
|Less: Depreciation ||31.63 ||35.90 |
|Profit / (Loss) before tax during the year ||10.56 ||887.04 |
|Profit / (Loss) brought forward from previous year ||(3284.43) ||(3993.47) |
|Adjustment for prior period tax (A.Y. 2016 - 17) ||(0.04) ||- |
|Profit / (Loss) before Appropriation ||(3273.91) ||(3106.43) |
|APPROPRIATIONS || || |
|Provision for tax ||0.00 ||(178.00) |
|Balance Carried to Balance Sheet ||(3273.91) ||(3284.43) |
In view of accumulated losses your Directors are unable to recommend any dividend forthe financial year ended 31st March 2018
The turnover of your Company for the year ended March 31 2018 was Rs. 94.14 lakhs asagainst Rs.7.78 lakhs in the previous year. Your Company has Profit of Rs.42.19 lakhsbefore Interest Depreciation and Taxation as against a profit of Rs.922.94 lakhs in theprevious year. After providing for interest of Rs. Nil lakhs (Previous year Rs. Nil lakhs)and Depreciation of Rs. 31.63 lakhs (Previous year Rs. 35.90 lakhs) your Company hasearned a profit of Rs. 10.56 lakhs as against a profit of Rs. 887.05 lakhs in the previousyear. Your Company's manufacturing activities of ISO Marine Cargo Container continues toremain suspended due to adverse market condition.
The Share Capital remained the same during the year under review.
The working position of the Company in the current financial year 2017-18 issatisfactory. The Company expects to achieve better performance during the current yearthan the last year. The Company has been able to dispose off part of its inventory ofunfinished and non-usable materials which had become highly deteriorated and in scrapcondition. Best efforts are being made to liquidate the remaining goods in the bestpossible manner.
Changes in Nature of Business and Revision in the Board's Report:
There is no change in the nature of business of the Company during the year and hencethere is no revision made in the Board's Report.
Directors and Key Managerial Personnel:
(1) DIRECTORS :
Shri Anil Mittal (DIN: 00040337) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
Shri Ashok Kumar Dalmia (DIN: 00428740) ceased from directorship with effect from 6thNovember 2017 pursuant to the provisions of section 164 (2) of the Companies Act 2013 onaccount of disqualification incurred by him in other companies in which he was a Director.
Shri Nikhil Dalmia (DIN: 01346777) was appointed as an Additional and Non-ExecutiveDirector of the Company with effect from 14th November 2017 vide Board Resolution dated14th November 2017. He holds office until the conclusion of the ensuing Annual GeneralMeeting.
The Company has received letter from a member proposing candidature of Shri NikhilDalmia for his appointment as a Director of the Company at the ensuing Annual GeneralMeeting. Accordingly resolution proposing appointment of Shri.Nikhil Dalmia as Directorof the Company forms part of the Notice of the Annual General Meeting.
There is no other change in the composition of the Board of Directors.
(2) Key Managerial Personnel
The Company has following Key Managerial Personnel:
|Sr. No. ||Name of the Person ||Designation |
|1 ||Mr. Chandrabhan R. Singh ||Chief Financial Officer |
|2 ||Mrs. Pushpalata V. Mishra ||Company Secretary |
(3) Declaration by Independent Director
The Company has received necessary declaration from the Independent Director of theCompany confirming that she meets the criteria of independence as prescribed both undersection 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of the Securities andExchange Bord of India (Listing Obligations and Disclosure Requriements) Regulations 2015("Listing Regulation") In the opinion of the Board she fulfills the conditionsof independence as specified in the Act and the rules made there under and is independentof the management.
The Company is not accepting any deposits from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013 and hereby confirm that:-
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company.
b. the Directors have selected such accounting policies and applied consistently to theaffairs of the Company as at 31st March 2018 and of the profit of the Company for theyear 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 this 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; and theDirectors have laid down proper systems financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.
e. proper internal financial controls were laid down and such internal financialcontrols were adequate and were operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
INFORMATION AS REQUIRED UNDER RULE 5 (2) & 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under and form part of thisreport.
1. Top Ten Employees in terms of remuneration drawn during the year
|Sr. No. ||Name ||Designation/ Nature Duties ||Remuneration ||Qualification ||Experience(in of years) ||Date of Commence of Employment ||Age(in years) ||Last Employment Held |
|1 ||Mr. Samodkumar Yadav ||Sr. Purchase Manager ||313471 ||B.A. ||28 ||21.06.1990 ||45 ||NA |
|2 ||Mrs. Pranita P. Mulgaonkar ||Accounts Assistant ||303924 ||B.A. ||27 ||20.06.1991 ||50 ||Goa Urban Co-op. Bank |
|3 ||Mr. Chandrabhan R. Singh ||Chief Financial Officer ||286788 ||B.Com DIEM ||32 ||01.08.1985 ||57 ||NA |
|4 ||Mrs. Pushpa Singh ||Accounts Assistant ||286788 ||H.S.C. ||6 ||01.04.2012 ||53 ||NA |
|5 ||Mrs. Catherine L. Kangare ||Stenographer ||275573 ||F.Y.B. Com ||21 ||26.08.1996 ||60 ||Western Rolling Mills Ltd. |
|6 ||Mr. Santosh Singh Yadav ||Store Manager ||246571 ||B.A. ||36 ||09.12.1981 ||61 ||NA |
|7 ||Mr. Ashokkumar Singh ||Security Incharge ||238806 ||B.A. ||32 ||08.12.1885 ||63 ||NA |
|8 ||Mr. Mohammed M. Ansari ||Accounts Clerk ||209660 ||H.S.C. ||24 ||24.11.1992 ||43 ||NA |
The Company has only 8 employees.
2. Details of Employees who were:
(a) Employed through out the Financial Year under review and in receipt of remunerationfor the Financial Year in the aggregate of not less than Rs. 10200000 per annum- NIL
(b) Employed for part of the Financial Year under review and in receipt of remunerationat the rate of not less than 850000/- per month : NIL
(c) There was no employee either throughout the financial year or part thereof who wasin receipt of remuneration which in the aggregate was in excess of that drawn by theManaging Director or Whole-time Director and who held by himself or alongwith his spouseor dependent children two percent or more of the Equity Shares of the Company.
(d) None of the above employees is a relative of any Director of the Company.
Disclosure under Section 197(12) of the Companies Act 2013 and other Disclosures asper Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014:
Since none of the Directors is in receipt of any remuneration the ratio ofremuneration to the median remuneration of the employees is not applicable.
Disclosure under Section 197(14) of the Companies Act 2013
The Company does not have any holding or subsidiary Company and therefore the questionof receiving any remuneration or commission by the executive Director of the Company fromany of the holding or subsidiary Company does not arise.
Number of Board Meetings:
During the Financial year total 4 (Four) meetings of the Board of Directors were heldon 30.05.2017 14.08.2017 14.11.2017 and 14.02.2018 respectively.
On account of inadequate number of independent Directors the constitution of Board ofDirectors Audit committee and Nomination and Remuneration Committee is not in conformitywith the provisions of the Companies Act 2013 and of Regulation 17 18 and 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and also could notframe various policies and carry out evaluation of Board and independent Director asrequired under the said Act and Listing Regulations 2015. However following committeeshave been constituted by the Board of Directors:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsbility Committee
Composition of Audit Committee:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:
|1. Shri. Nikhil Dalmia ||- Non-Executive Director |
|2. Shri. Badal Mittal ||- Non-Executive Director |
|3. Smt. Poornima Sanjiv Agarwal ||- Independent Director |
Since the Company has only one Independent Director on its Board the constitution ofthis committee is not in conformity with the provisions of Section 177 of the CompaniesAct 2013 and Listing Regulations 2015. The Chairperson of Audit Committee is Smt.Poornima S. Agarwal Independent Director.
Nomination & Remeneration Committee:
The details pertaining to the composition of Nomination and Remuneration Committee areincluded in the Corporate Governance Report which form part of this report.
Corporate Social Responsibility:
During the year under review the Company has earned a Net Profit of Rs. 10.56 lakhsbefore tax. Although the Company does not meet any of the criteria prescribed undersection 135 the Companies Act 2013 the Board of Directors have Constituted a CSRCommittee Comprising of following Directors as its member as a matter of abundant caution:-
1. Mr. Nikhil Dalmia Director
2. Mr. Badal Mittal Director
3. Mrs. Poornima Agarwal Independent Director
The Board has also adopted CSR Policy as recommended by CSR Committee.
The Company had incurred losses during the three immediately preceeding Financial YearsIn view of these facts the Company was not required to spend any amount on CSRactivities.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:
(A) The Company's operations are not energy intensive. However adequate measures arebeing taken to reduce energy consumption wherever possible.
(B) The company has neither acquired nor absorbed any technology during the year underreview.
|(C) Foreign Exchange Earning ||- Nil |
|Foreign Exchange Outgo ||- Nil |
LISTING OF SHARES :
The Shares of your company are listed on BSE Ltd. The company has paid Annual ListingFee for the year 2018 - 2019 and also Annual Custodian Fees in respect of Shares held indematerialization mode to NSDL and CDSL for the year 2018-19.
CORPORATE GOVERNANCE :
A separate report on Corporate Governance as required under Listing Regulations 2015is annexed hereto.
M/s M.N. Desai & Associates Charterd Accountants (Firm Registration No. 129571W)were appointed as the Statutory Auditors of the Company for a period of 5 years at theForty Third AGM held on 29th September 2017 and they shall hold the office as such tillthe conclusion of the Fourty Eight AGM to be held in the year 2022 The Provisions of theirratification at each AGM as provided under first proviso to section 139(1) of theCompanies Act 2013 has been omitted by section 40 of the Companies (Amendment) Act 2017Which has been notified by the central Goverment on 7th May 2018 and came into force witheffect from the said date. Accordingly no resolution is proposed for notification ofappointment of Auditor at the ensuing Annual General Meeting.
AUDITORS' REPORT :
There are no remarks or qualifications in the Auditors' Report requiring any specificexplanation.
Pursuant to provisions of Section 204(1) of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. K. C. Nevatia & Associates a firm of Company Secretariesin Practice (C. P. No. 2348) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is enclosed as "Annexure - A" and forms anintegral part of this Report.
Directors Explanation to Qualification in Secretarial Audit Report:
a) Most of the non compliances referred in the Secretarial Audit Report are on accountof inadequate number of Independent Directors on the Board of Directors of the Company.
b) The Directors are making efforts to appoint more Independent Director(s) so as tohave the composition of Board of Directors in accordance with the provisions of Section149 of the Companies Act 2013 and Listing Regulations 2015. This will also enable theCompany to constitute various committees and frame various polices as required under theCompanies Act 2013 as well as Listing Regulations 2015.
c) Shri Ashok Kumar Dalmia Managing Director of the Company was the only whole- timeDirector of the Company Under section 164 (2) of the Companies Act 2013 he resigned fromthe board and the appointment of a Whole-time Director is still under consideration of theBoard.
d) The Company's Fixed Assets being Factory Building and Plant and Machinery situatedat J-1 M.I.D.C. Tarapur Industrial Area Boisar-401 501 have not been insured as theMachinery being not in use from last about 15 years have become rusted and obsolete andhave only the scrap value and the Factory Building is not RCC construction but in the formof a shed on the pillar. Further the finished goods being containers made of steel andlying in stock since past several years are not subject to any risk including fire andtheft and hence do not need to be covered under insurance.
e) The Board of Directors is making its best efforts to pursuade all the promoters toget their shares demated.
Extract of Annual Return:
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March2018 made under the provisions of Section 92(3) of the Act is annexed as "Annexure- B" and forms part of this Report
The details of significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
No order has been passed by any Regulator or Court or Tribunal which can have an impacton the going concern status and the Company's operation in future.
Internal Control Systems:
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size of its operations are in place. Adequate measures are taken to utilizethe assets and resources of the Company economically and efficiently. The Board continuedto review the internal control system from time to time.
Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no instance ofinefficiency or inadequacy of such controls have come to the notice of Board.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the financial year end of the company to whichfinancial results relate:
No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.
Particulars of loans investments and securities:
The details of Loans Securities and Investments as covered under the provisions ofsection 186 of the Companies Act 2013 are given in the Note No. 5 and 7 to FinancialStatements.
Particulars of contracts or arrangement with related parties:
The Company has not entered into any transaction with any of the related party duringthe year under review. Hence the provisions of Section 188 of the Companies Act 2013 arenot attracted. Thus disclosure in form AOC-2 is not required.
The Company has zero tolerance towards sexual harassment at the Workplace. During theyear under review there were no cases filed pursuant to the sexual harassment of women atworkplace (Prevention Prohibition and Redressal) Act 2013.
COMPLIANCE CERTIFICATE OF THE AUDITORS:
The Company has obtained a certificate from the statutory auditors regarding complianceof conditions of corporate governance as stipulated in SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 and the same is annexed hereto as Annexure -C.
| ||On behalf of the Board of Directors || |
| ||Badal Mittal ||Nikhil Dalmia |
| ||Director (DIN: 00076143) ||Director (DIN: 01346777) |
|Place : Mumbai ||Chandrabhan R. Singh ||Mrs. Pushpalatha V. Mishra |
|Dated : 29/05/2018 ||C.F.O. ||Company Secretary |