Disclosures in director’s responsibility statement Directors Responsibility Statement In terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, your Directors confi rm that:
(i) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements se t out under Schedule III to the Act, have been followed and there are no material departures from the same;
(ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31/03/2016;
(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for pre venting and detecting fraud and other irregularities;
(iv) The Accounts have been prepared on a going concern basis;
(v) The Directors have laid down internal financial controls to be followed by the Management and that such internal financial controls are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Disclosure in board of directors report explanatoryDIRECTORS REPORT
Dear Members,
Your Directors are pleased to present the 33rd Annual Report on the business and operations of the Companytogether with the Financial Statemen ts for the year ended 31st March 2016.
Financial Highlights
The Company s financial performance, for the year ended 31st March, 2016 is summarized below:- Particulars 2015-16 (In Lakhs) 2014-15 (In Lakhs) Net Sales 632.42 500.80 Other Income 1.39 0.48 Total Income 633.81 501.28 Profit/(Loss) Before Depreciation, Interest and Taxes 22.80 (32.14) Less: Interest 0.76 0.87 Less : Depreciation 5.83 14.73 Profit/(Loss) Before Taxation 16.21 (46.87) Profit After Tax 16.21 (46.87)
Dividend Your Directors have not recommended any dividend for this financial year.
Working Results During the year under review, total revenue of the Company has increased by Rs. 1,32,52,464 to Rs. 6,33,80,900. Your company has earned a Net Profit of Rs. 16,21,184as against loss in previous year of Rs. 46,87,043.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
Future Outlook The management is hopeful that the company will do better in the current financial year. Your company has received some good orders and as per marketing team, hopefully company will get good orders in second half of the financial year. Current Government has taken some good initiativ es and also started some new projects like smart city, public toilet projects and other initiatives which will create more demand for company products.
Transfer to Reserves The Board has proposed to transfer Rs. 16,21,184/- (Rupees Sixteen Lakh Twenty One Thousand One Hundred Eighty Four Only) in the reserves.
Deposits The company has not accepted any deposit in contravention of Companies Act 2013 from the public during the financial year under report.
Directors and Key Managerial Personnel The Company has received declaration from the Independent Directors of the Company confirming that they meet the criteria of independence as p rescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 agreement with the S tock Exchange.
Board Evaluation The performance evaluation was carried out through a structured evaluation process to evaluate the performance of Individual Directors includi ng the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviou r, leadership qualities, independence of judgement, and decision making ability for safeguarding the interest of the company, stakeholders and its shareholders. Their roles, rights and responsibilities are put up on the website of the company under code of conduct and code of fair di sclosure. The Board was satisfied with the evaluation process and the results thereof.
Statutory Auditors Your Company Auditor M/s. SNMG and Co., Chartered Accountants, is appointed for 5 years in 31st Annual General Meeting of the company and your Board proposes to ratify the appointment of SNMG and Co., as Statutory Auditors for remaining three years or for the term as per Companies Ac t 2013 and rules made thereunder.
The Auditor s observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments.
Secretarial Auditor The Board has appointed, Ms.Sugandh Jain, Practising Company Secretary as per Section 204 of Companies Act, 2013 to conduct Secretarial Audit for financial year 2015-16. The Secretarial Audit Report for the year under review has been annexed. The Secretarial Audit report does not con tain any qualification/adverse remark.
Human Resources Your Directors wish to place on record their deep appreciation for the Human Resources of the company. The Company continues to place tremendo us importance on overall development of all its employees.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are s et out in an Annexure-I to this report.
Meetings of Board During the period under review, your Company has complied with the requirement of Board meetings as per section 173 of Companies Act, 2013. It has six Board Meetings dated 07.04.2015, 15.06.2015, 05.09.2015, 14.11.2015, 13.02.2016 and 29.03.2016 and the gap between two consecutive Bo ard meetings is not greater than 120 days. For further details refer the Corporate Governance Report.
Related Party Transactions During the year, the Company has not entered into any contract/arrangement/transactions with any related parties which are not at arm length p rice referred to in sub-section (1) of section 188 of the Companies Act, 2013.
Directors Responsibility Statement In terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, your Directors confi rm that:
(i) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements se t out under Schedule III to the Act, have been followed and there are no material departures from the same;
(ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on 31/03/2016;
(iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for pre venting and detecting fraud and other irregularities;
(iv) The Accounts have been prepared on a going concern basis;
(v) The Directors have laid down internal financial controls to be followed by the Management and that such internal financial controls are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Material changes/commitments affecting the financial position, occurred after end of the financial year till date of report No material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report of Board like settlement of any tax liabilities, depression in market value of investments, institution of cases by or aga inst the company, sale or purchase of capital assets or destruction of any assets etc.
Corporate Governance Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing Oblig ations and Disclosure Requirements) Regulations, 2015. We are practicing good Corporate Governance over a period of time and lay emphasis on t ransparency, accountability and integrity.
A report on Corporate Governance along with a Certificate of Auditors, M/s SNMG and Co., Statutory Auditors, confirming, compliance of conditi ons of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 201 5, form part of the Annual Report.
Management Discussion and Analysis Report Management Discussion and Analysis Report, as required by Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations , 2015, form part of the Annual Report.
Internal Financial Controls Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process a nd financial statements. The control systems are also supported by internal checking and management reviews with documented policies and proce dures. As per the requirement of Section 138 of Companies Act, 2013, M/s IltafHussain, being Internal Auditor of the Company, placed their rep ort for the financial year 2015-16 which does not contain any qualification/adverse remark.
Vigil Mechanism/Whistle Blower Policy The Vigil Mechanism of the Company includes an Ethics and Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of Audit Committee as the case may be according to Vigil Mechanism/Whistle Blower Policy of the company.
Subsidiary/Joint Ventures/Associate Companies Your company does not have any Subsidiary/Joint Venture/Associate Company.
Risk Management During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manage and monitor report on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Commit tee and the Board of Directors review these procedures periodically.The Company s management systems, organisational structures, processes, st andards, code of conduct and behaviours together form a complete and effective Risk Management System (RMS).
Extract of the Annual Return The extract of the annual return as prescribed under Companies Act, 2013 i.e. Form No. MGT - 9 shall form part of the Board s report and the s ame is separately annexed herewith as Annexure II.
General Disclosure Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these item s during the year under review:
(i) There are no deposits, details relating to deposits covered under Chapter V of the Companies Act, 2013. (ii) There was no issue of equity shares with differential rights as to dividend, voting or otherwise. (iii) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme. (v) No Change in the nature of the business of the company took place during the year. (vi) There has been no loan, guarantee, investment made during the current financial yearunder section 186. (vii) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future. (viii) Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workp lace (Prevention, Prohibition and Redressal) Act, 2013.
Acknowledgement Your Directors take this opportunity to place their sincere appreciation for the assistance and co-operation received from Company s bankers, investors, vendors, customers, government authorities and business association during the year. The Board would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company t o move closer towards achieving its corporate objectives.
Description of state of companies affairWorking Results During the year under review, total revenue of the Company has increased by Rs. 1,32,52,464 to Rs. 6,33,80,900. Your company has earned a Net Profit of Rs. 16,21,184as against loss in previous year of Rs. 46,87,043.
The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.
Future Outlook The management is hopeful that the company will do better in the current financial year. Your company has received some good orders and as per marketing team, hopefully company will get good orders in second half of the financial year. Current Government has taken some good initiativ es and also started some new projects like smart city, public toilet projects and other initiatives which will create more demand for company products.
Details regarding energy conservationEnergy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are s et out in an Annexure-I to this report.
Details regarding technology absorptionEnergy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are s et out in an Annexure-I to this report.
Details regarding foreign exchange earnings and outgoEnergy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are s et out in an Annexure-I to this report.
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