Your Directors present their 45th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March 2019.
|Profit/(Loss) before Interest &Taxation Depreciation||11918193||4219189|
|Profit / (Loss) before tax during the year||8791258||1056492|
|Profit / (Loss) brought forward from previous year||(327390159)||(328442414)|
|Profit / (Loss) before Appropriation||(318598901)||(327385922)|
|Adjustment of prior period Tax||3661899||(4237)|
|Provision for Tax||0.00||0.00|
|Balance Carried to Balance Sheet||(314937002)||(327390159)|
In view of accumulated losses your Directors are unable to recommend any dividend for the financial year ended 31st March 2019.
TRANSFER TO RESERVES:
During the year under review no amount was transferred to general reserves.
The turnover of your Company for the year ended March 31 2019 was Rs. 5098798 as against Rs.9460272 in the previous year. Your Company has earned a Profit of Rs.11918193 before Interest Depreciation and Taxation as against a profit of Rs.4219189 in the previous year. After providing for interest of Rs. Nil lakhs (Previous year Rs.Nil lakhs) and Depreciation of Rs.3126935 (Previous year Rs. 3162697) your Company has earned a net profit of Rs.8791258 as against a net profit of Rs. 1056492 in the previous year. Your Company's manufacturing activities of ISO Marine Cargo Container remains suspended as container production has not yet become viable.
Your Company's diversificationplan into other activities as envisaged earlier remains to be on hold until the market situation becomes favourable.
In the meantime we are in the process of repairing and modifying our stock of existing unfinishedgoods stock of containers.
The Company has not issued any shares during the financial year 2018-19 and therefore the Share Capital remained same during the said year.
The working position of the Company in the financial year 2018-19 remains stagnant as stated above. The Company expects to achieve better performance during the years to come. The Company has been able to dispose off a good part of its unfurnished and non-usable materials. Further for better resource mobilization the Company intends to bifurcate the leasehold land J-1 into smaller plots. The Company has already applied to MIDC for the same.
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 hence there is no revision made in the Board's Report.
Directors and Key Managerial Personnel:
Shri Nikhil Dalmia (DIN: 01346777) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Shri Badal Mittal (DIN: 00076143) director of the Company was appointed as a Whole-time director for a period of five years w.e.f. 3rd December 2018.
Shri Narendra K. Mundra (DIN: 00152388) was appointed by the Board as an Additional and Independent Director of the Company with effect from 3rd December 2018. He holds office until the conclusion of the ensuing Annual General Meeting.
The Company has received letter from a member proposing candidature of Shri Narendra K. Mundra for his appointment as an Independent Director of the Company at the ensuing Annual General Meeting. Accordingly resolution proposing appointment of Shri Narendra K. Mundra as an Independent Director of 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 Shri Badal Mittal||Whole-time Director|
|2 Shri Chandrabhan R. Singh||Chief Financial Officer|
|3 Mrs. Pushpalata V. Mishra||Company Secretary|
(3) Declaration by Independent Director:
The Company has received necessary declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulation). In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the rules made there under and are independent of the management.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning Composition of the Board and its Committees performance of specific duties obligations and governance.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the chairman and the Non-Independent Directors was carried out by Independent Directors. The Board of Directors expressed its satisfaction with the evaluation process. Similarly the Board has evaluated the performance of Independent Directors without their presence in the meeting.
The Company has as recommended by Nomination and Remuneration Committee formulated a Policy for determining qualifications positive attributes and independence of a Director and relating to the remuneration for the directors key managerial personnel and other employees.
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 and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act2013 and hereby confirm that: -
a. in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures; and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company.
b. the directors have selected such accounting policies and applied consistently to the affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;
c. the directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
e. Proper internal financial controls were laid down and such internal financial controls were adequate and were operating effectively; and
f. The directors have devised proper systems to ensure compliance with the provisions of 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 and Remuneration of Managerial Personnel) Rules 2014 are as under.
1. Top Ten Employees in terms of remuneration drawn during the year
|Name||Designation/ Nature Duties||Remuneration||Qualification||Experience (in years)||Date of Commence of Employment||Age (in years)||Last Employment Held|
|1 Shri Samodkumar Yadav||Sr. Purchase Manager||389360||B.A.||29||21.06.1990||46||NA|
|2 Mrs. Pranita P. Mulgaonkar||Accounts Assistant||329477||B.A.||28||20.06.1991||51||Goa Urban Co-op. Bank|
|3 Shri Chandrabhan R. Singh||Chief Financial Officer||286315||B.Com DIEM||33||01.08.1985||58||NA|
|4 Mrs. Pushpa Singh||Accounts Assistant||286315||H.S.C.||7||01.04.2012||54||NA|
|5 Mrs. Catherine L. Kangare||Stenographer||278418||F.Y.B.||21||26.08.1996||60||Western Rolling MillsLtd.|
|6 Shri Santosh Singh Yadav||Store Manager||245367||B.A.||37||09.12.1981||62||NA|
|7 Shri AshokkumarSingh||Security Incharge||234693||B.A.||33||08.12.1885||64||NA|
|8 Shri Mohammed M. Ansari||Accounts Clerk||223301||H.S.C.||25||24.11.1992||44||NA|
There are only 8 employees of the Company.
2. Details of Employees who were:
a) Employed throughout the Financial Year under review and were in receipt of remuneration for the Financial Year in the aggregate of not less than Rs. 10200000 per annum- NIL
b) Employed for the part of the Financial Year under review and were in receipt of remuneration at the rate of not less than 850000/-per month: NIL
c) There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which in the aggregate was in excess of that drawn by the Managing Director or Whole-time Director and who held by himself or along with his spouse or 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 Disclosure as per Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014:
Since none of the Directors is in receipt of any remuneration the ratio of remuneration 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 question of receiving any remuneration or commission by the executive Director of the Company from any of the holding or subsidiary Company does not arise.
Number of Board Meetings:
During the Financial year total 6 (Six) meetings of the Board of Directors were held on 29.05.2018 14.08.2018 14.11.2018 03.12.2018 03.01.2019 and 14.02.2019 respectively.
Following committees have been constituted by the Board of Directors:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
Composition of Audit Committee:
The details pertaining to the composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.
Nomination and Remuneration Committee:
The details pertaining to the composition of Nomination and Remuneration Committee are included in the Corporate Governance Report which forms part of this report.
Corporate Social Responsibility:
During the year under review the Company has earned a Net Profit of Rs. 8791258/- before tax. Although the Company does not meet any of the criteria prescribed under section 135 the Companies Act 2013 the Board of Directors have constituted a CSR Committee comprising of following directors as its members as a matter of abundant caution: -
1. Shri Badal Mittal Whole-time Director
2. Shri Nikhill Dalmia Director
3. Mrs. Poornima S. Aggarwal Independent Director
The Board has also adopted CSR Policy as recommended by CSR Committee.
The Company had incurred average loss during the three immediately preceding Financial Years. In view of these facts the Company was not required to spend any amount on CSR activities.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHNAGE EARNINGS & OUTGO:
(A) The Company's operations are not energy intensive. However adequate measures are being taken to reduce energy consumption wherever possible.
(B) The company has neither acquired nor absorbed any technology during the year under review.
|(C) Foreign ExchangeEarning-||Nil|
|Foreign Exchange Outgo-||Nil|
LISTING OF SHARES:
The Shares of your company are listed on BSE Ltd. The company has paid Annual Listing Fee for the year 2019 - 2020 and also Annual Custodian Fees in respect of Shares held in dematerialization mode to NSDL and CDSL for the year 2019-20.
A separate report on Corporate Governance as required under Listing Regulations 2015 is enclosed as a part of this Annual Report.
M/s M.N. Desai & Associates Chartered Accountants (Firm Registration No. 129571W) were appointed as the Statutory Auditors of the Company for a period of 5 years at the Forty Third Annual General Meeting held on 29th September 2017 and they shall hold the office as such till the conclusion of the Forty Eighth AGM to be held in the year 2022.
The provisions of their ratification at each AGM as provided under first proviso to section 139(1) of the Companies Act 2013 has been omitted by Section 40 of the Companies (Amendment) Act 2017 which has been notified by the Central Government on 7th May 2018 and came into force with effect from the said date. Accordingly no resolution is proposed for ratification of appointment of Auditors at the ensuing Annual General Meeting.
There are no remarks or qualifications in the Auditors' Report requiring any specific explanation.
Pursuant to provisions of Section 204(1) of the Companies Act 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s.K. C. Nevatia & Associates a firm of Company Secretaries in Practice (C. P. No. 2348) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure - A and forms an integral part of this Report.
Directors Explanation to Qualification in Secretarial Audit Report:
a) Most of non-compliances referred in the Secretarial Audit Report are on account of inadequate number of independent Directors on the Board of Directors of the Company. However the Board has appointed one more Independent Director at its meeting held on 3rd December 2018 and thereby the composition of Board and various Committees are in accordance with the provisions of Companies Act 2013 and various Regulations of Listing Regulations 2015.
b) The Company's Fixed Assets being Factory Building and Plant and Machinery situated at J-1 M.I.D.C. Tarapur Industrial Area Boisar-401501 have not been insured as the Machinery being not in use from last about 16 years have become rusted and obsolete and have only the scrap value and the Factory Building is not RCC construction but in the form of a shed on the pillar. Further the finished goods being containers made of steel and lying in stock since past several years are not subject to any risk including fire and theft and hence do not need to be covered under insurance.
c) The Board of Directors is making its best efforts to persuade all the promoters to get their shares demated.
Extract of Annual Return:
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March 2019 made under the provisions of Section 92(3) of the Act is annexed as Annexure - B and forms part of this Report passed by the regulators or courts or tribunals impacting Thedetailsofsignificant the going concern status and company's operations in future:
The Company had received a notice dated 31st October 2018 from BSE Ltd. imposing the Penalty of Rs. 217120/- (including GST) Calculated up to 30th September 2018 for not constituting Audit Committee in accordance with the provisions of Regulation 18(1) of SEBI (LODR) Regulations 2015 and the Company has paid the said amount to BSE Ltd. The said order of BSE Ltd. imposing penalty as aforesaid shall have no impact on the going concern status and Company's operations in future.
The Board of Directors at its meeting held on 3rd December 2018 has appointed one more Independent Director as aforesaid and thereby all the Committees of Board have been re-constituted in compliance with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Internal Control Systems:
Adequate internal control systems commensurate with the nature of the Company's business and size of its operations are in place. Adequate measures are taken to utilize the assets and resources of the Company economically and efficiently. The Board continued to review the internal control system from time to time.
Internal Financial Controls: statements as designed and implemented by the TheInternalFinancialControlswithreferenceto financial Company are adequate. During the year under review no instance of inefficiency or inadequacy of such controls have come to the notice of Board.
Material changes and commitments if any affecting the financial position of the company which have occurred between the financial year end of the company to which financial results relate and the date of this report:
No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.
Particulars of loans investments and securities:
The details of Loans Securities and Investments as covered under the provisions of section 186 of the Companies Act 2013 are given in the Note No. 8 and 9 to Financial Statements.
Particulars of contracts or arrangement with related parties:
The Company has not entered into any transaction with any of the related party during the year under review. Hence the provisions of Section 188 of the Companies Act 2013 are not attracted and therefore disclosure in form AOC-2 is not required.
The maintenance of cost records has not been specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 in respect of the activities carried on by the Company.
The Company has zero tolerance towards sexual harassment at the workplace. Internal complaint committee has been set up to redress complaints regarding sexual harassment. During the year under review there were no instances of sexual harassment of women at workplace pursuant to the provisions of the Sexual Harrasment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
COMPLIANCE CERTIFICATE OF THE AUDITORS:
The Company has obtained a certificate from the statutory auditors regarding compliance corporate governance as stipulated in SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 and the same is annexed hereto as Annexure-C.
|On behalf of the Board of Directors|
|BADAL MITTAL||NIKHIL DALMIA|
|DIN: 00076143||DIN: 01346777|
|Date: 7th June 2019|