Dear Members,

Your Directors present the 21ST ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 201516 ended 31st March, 2016.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2015-16 2014-15
Income from Operation (Net of Excise) 2139.61 2424.95
Other Income 123.37 36.33
Profit before Finance Cost, Depreciation and Tax 429.72 317.26
Less: Finance Cost 126.04 105.90
Profit before Depreciation 303.68 211.36
Less: Depreciation 139.46 103.40
Profit before Exceptional Items 164.22 107.96
Less: Exceptional Items - 677.24
Profit/ (Loss) before Tax 164.22 (569.28)
Less: Provision for Tax - (7.55)
Profit/ (Loss) after Tax 164.22 (561.73)

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2016 and date of this report.

2. DIVIDEND:

In view of accumulated losses, the Directors are unable to recommend any dividend on the Equity Shares for the year under review.

3. BUSINESS SCENARIO:

The Company has focused on margins since last 3 years instead of volumes. This policy has started showing benefits in terms of improved margins and profitability in spite of fall in turnover. The Company considers continuing the same policy in future and your directors expects that the same will result into improved profitability in future. During the year, the company has earned operating profit of Rs. 1.64 crore.

4. DELISTING OF EQUITY SHARES OF THE COMPANY FROM BSE LIMITED:

As informed to the Shareholders through Offer Letter for Delisting of Equity Shares, the management has decided to go for voluntary delisting the Company’s Equity shares from the BSE Limited (BSE) in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009 and SEBI (Delisting of equity shares) (Amendments) Regulations, 2015.The objective of the delisting of shares of the Company was to increase ownership of Mr. Paresh N. Vasani, Promoter of the Company which would help the Promoter to exercise increased operational flexibility to support the Company’s business and to provide an exit opportunity to the public shareholders of the Company, given the low liquidity in the Equity Shares of the Company.

The proposal to delist the Equity Shares of the Company from the Stock Exchange was approved by the Shareholders through Postal Ballot in November, 2015. Thereafter the Reverse Book Building (RBB) process for discovery of the exit price and acquiring the required number of shares i.e. 12,92,160 had been carried out in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009 and SEBI (Delisting of equity shares) (Amendments) Regulations, 2015. The discovered price arrived by RBB was Rs.14/- per equity share which Mr. Paresh N. Vasani, Promoter decided to accept and the shares offered within the discovered price under RBB were accepted by Mr. Paresh N. Vasani, Promoter. The procedural formalities in respect of delisting had been completed during March, 2016 and the trading in the equity shares of the Company at BSE Limited had been discontinued w.e.f 29th March, 2016 and Equity Shares of the Company has been delisted from BSE Limited with effect from 5th April, 2016.

The remaining public shareholders of the Company who did not or were not able to participate in the RBB process or who unsuccessfully tendered their Equity Shares in the RBB process, are be able to offer their Equity Shares to the Acquirer viz., Mr. Paresh N. Vasani, Promoter at the Exit Price of Rs. 14/- for a period of twelve (12) months from 5th April, 2016, 2016 to 4th April, 2017.

5. DIRECTORS:

5.1 Ms. Jasmine P. Vasani was appointed as Non Executive- Non Independent Director of the Company w.e.f. 6th April, 2016. Mr. Suresh M. Poojara was appointed as Independent Director of the Company w.e.f. 24th May, 2016.

5.2 Two of your Directors viz. Ms. Madhu Kejriwal and Mr. Chetankumar Panchal resigned from the office of the Director w.e.f. 6th April, 2016.

5.3 Mr. Jayesh H. Shah and Mr. Suresh M. Poojara, being Independent Directors, are being appointed for a term of 5 years as per provisions of the Companies Act, 2013.

5.4 Mr. Paresh N. Vasani, retires by rotation at this Annual General Meeting, being eligible offers himself for reappointment 5.5 The Board of Directors duly met 9 times during the financial year under review.

5.6 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

5.7 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently 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 at 31st March, 2016 being end of the financial year 2015-16 and of the Profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

7. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. No. Name of the Director & Designation Remuneration for the financial year 2015-16 Commission received from Holding/ Subsidiary
1. Paresh Vasani,Managing Director Rs. 31,66,667/- N.A.

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully.

All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company’s website -www.mycsil.com.

8. NET WORTH OF THE COMPANY:

The Net worth as on 31st March, 2016 is Rs. 2156.09 Lacs compared to Rs. 1991.87 Lacs as on 31st March, 2015.

9. PERSONNEL AND H. R. D.:

9.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

9.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

10. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors’ Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.

12. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attached herewith as Annexure- B.

13. AUDIT COMMITTEE:

13.1 The Board of Directors have constituted Audit Committee consisting of the following:

1. Mr. Jayesh Shah Chairman
2. Mr. Suresh Poojara Member
3. Mr. Paresh Vasani Member

13.2 VIGIL MECHANISM:

The Board of Directors has laid down a policy on Vigil Mechanism for effective and smooth functioning of Company. All the Board Members and Senior Management personnel have affirmed compliance with the policy of Vigil Mechanism.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Company has also set up a Remuneration Committee of Directors, consisting of:

1. Mr. Jayesh Shah Chairman
2. Mr. Suresh Poojara Member
3. Mr. Jasmine P Vasani Member

The Committee identifies and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors of the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors.

15. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Board has constitutes a Stakeholders’ Relationship Committee for the purpose of effective Redressal of the complaints and concerns of the shareholders and other stakeholders of the Company.

The Committee comprises the following Directors as members as on the date of the Report:

1. Mr. Jayesh Shah Chairman
2. Mr. Paresh Vasani Member

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on date.

Ms. Amrita B. Chandwani, Company Secretary is the Compliance Officer for the above purpose.

16. GENERAL:

16.1 AUDITORS:

STATUTORY AUDITORS:

The present Auditors of the Company M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting. The Company has received letter from them showing their unwillingness to continue as Auditors of the Company from the financial year 2016-17.

The Company has obtained from M/s. Rajendra D. Shah & Co., Chartered Accountants, Ahmedabad a written Certificate to the effect that their appointment as Auditors of the Company for period of 5 years commencing from the Financial Year 2016-17 to 2020-21, if made, will be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

16.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

16.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

16.4 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company has only one subsidiary i.e. PCB Power (India) Limited. The Subsidiary Company has not started full fledge commercial operations yet. Your directors expect to start commercial operations from current financial year.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of Annexure-C.

Financial accounts of our subsidiary for the financial year 2015-16 are available for inspection by any Member at the Registered Office of your Company, during normal business hours on working days, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

The Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report. The Financial Statements of the Subsidiary Company are not being attached with the Annual Report of the Company but are uploaded on website of the Company.

Apart from this, the Company has no other Subsidiaries/ Associates/ Jvs.

16.5 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

16.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

16.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

16.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

16.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

16.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

17. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

18. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE720H01010.

19. FINANCE:

The Company is enjoying financial assistance from HDFC Bank Limited. The Company is regular in payment of interest and principal.

20. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and cooperation. Your Directors also place on record their grateful appreciation and cooperation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

For and on behalf of the Board,
Place : Ahmedabad Paresh Vasani Jayesh Shah
Date : 1st August, 2016 Managing Director Director

ANNEXURE - A

FORM – A

Disclosure of particulars with respect to Conservation of Energy

(A) Conservation of energy-

Steps taken or impact on conservation of energy Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy.
Steps taken by the Company for utilising alternate sources of energy -
Capital investment on energy conservation equipments N.A.

(B) TECHNOLOGY ABSORPTION:

Efforts made in Research and Development and Technology Absorption as per Form B prescribed in the Rules is as under:

1. Research & Development (R & D)

(a) Specific areas in which R&D carried out by the Company. : Not Applicable
(b) Benefits derived as a result of the above R&D : -
(c) Future plan of action : -
(d) Expenditure on R&D : -

2. Technology absorption, adoption and innovation: The Company does not envisage any technology absorption.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

2015-16(Rs.) 2014-15(Rs.)
Total Foreign exchange earnings 65,97,470 1,00,45,036
Total Foreign Exchange used 7,47,02,171 3,86,08,502

 

For and on behalf of the Board,
Place : Ahmedabad Paresh Vasani Jayesh Shah
Date : 1st August, 2016 Managing Director Director

ANNEXURE C FORM AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013, read with Rule 5 of Companies (Accounts) Rules, 2014)

PART "A": SUBSIDIARIES

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Subsidiary Companies.

Sr. No. Particulars Details
1. Name of the subsidiary PCB Power (India) Limited
2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 1st April, 2015 to 31st March, 2016
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Not Applicable
4. Share capital Rs. 8,60,200/-
5. Reserves & surplus Rs. 11,596,569/-
6. Total assets Rs. 13,557,018/-
7. Total Liabilities Rs. 11,00,251/-
8. Investments Nil
9. Turnover Rs. 13,33,832/-
10. Loss before taxation Rs.6,50,785/-
11. Provision for taxation Nil
12. Loss after taxation Rs.6,15,697/-
13. Proposed Dividend Nil
14. % of shareholding 100%

PART "B": ASSOCIATES AND JOINT VENTURES

The Company does not have any Associate companies/ JVs.

For and on behalf of the Board,
Place : Ahmedabad Paresh Vasani Jayesh Shah
Date : 1st August, 2016 Managing Director Director