druckgrafen india ltd Directors report

The Member

Yours directors have pleasure in presenting their 31^st (Thirty First) Annual Report together with the Audited Statement of Accounts for the year ended 31^s1 March 2017.

FINANCIAL HIGHLIGHT

(Rs. In lacs)

PARTICULARS	31.03.2017	31.03.2016
Total Income	7,75,770	1,01,28,630
Total Expenses	66,66,999	24,33,668
Profit/Loss before tax	(58,91,229)	76,94,962
Exceptional Items	0	(16,13,718)
Less: Tax Expense		0
Current Tax	0	0
Deferred Taxes	0	0
MAT Credit Entitlement	0	0
Prior Period Items	0	0
Profit/Loss after Tax	(58,91,229)	60,81,244
Paid Up Share Capital	1,05,38,300	1,05,38,300
Value Per share	5	5
Earnings per Equity Share-	,,
Basic and Diluted	(0 .56)	0. 58

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the financial year under review, the company has earned Rs. 7,75,770 iin the financial year as compared to the last years income amounted to Rs. 1,01,28,630. The expenditure (including depreciation) increased from Rs. 24.33,668/- in the previous year to Rs. 66,66,999/- in the current financial year review. Accordingly, the profit amounted Rs, 60,81,244 in the previous year turned into losses of Rs. 58,91,229/- in the Current year. Your management is striving hard to further improve the financial position of the Company by devising effective marketing plans and strategies.

DIVIDEND ‘

During the F.Y. 2016-2017, the dividend is not recommended and declared by the Board.

LISTING OF SHARES

The Equity Shares of the Company is listed on the BSE Limited (Bombay Stock Exchange Ltd.) DETAILS OF SUBSIDIARY. IOINT VENTURE OR ASSOCIATES

Company has no subsidiaries, associates and joint venture companies. Henceforth, statements of the subsidiary Companies/ Associate Companies/Joint Venturqs^^pg^grpj AQfM is not required.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in Form MGT -9 for the Financial Year 2016-17 has been enclosed with this report as Annexure 1.

NUMBER OF BOARD MEETINGS

The detail of number of meetings of the Board held during the financial year 2016-17 forms part of the Report on Corporate Governance.

DIRECTOR S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013:

In accordance with the provisions of section 134(5) the Board confirm and report that:—

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

(b) 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 the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

NOMINATION & REMUNERATION COMMITTEE POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is explained in the Report on Corporate Governance.

RE-APPOINTMENT OF INDEPENDENT DIRECTOR

The Company has not re-appointed an independent director of the company..

SECRETARIAL AUDIT REPORT

Pursant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Mr. Mukul Tyagi, Company Secretary in Practice (C.P. No. 16631) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annesure 2 and forms an integral part.

Following are the reply in respect of the Auditor observations:-

Auditor Observation Reply	Reply
l.The applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 clause and listing agreement entered into by the Company with the Stock exchanges were not complied with	Being the Company remaining inoperative since last 4-5 years due to financial crisis, there were number of problems/ difficulties faced by the company in reviving the sole unit. The obsolete plant & machinery having good book value became scrap due to change in technology. Thus the management remained totally engrossed in mobilizing the required for the purpose of purchasing new Plant & machinery and venturing into other field of business. Due to this reason the company could not comply with all the provisions of the listing agreement.
2. Company has not appointed Internal Auditor as per Section 138 of the Companies Act, 2013.	The process of appointing internal auditors in being under process.
3. Company has not appointed Company secretaries, Chief Financial Officer as per the provision of Section 203 of the Companies Act, 2013	The company is looking for a suitable candidate for posting as Company Secretary.
4. Company has not appointed Women Director as per the provision of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.	The company is looking for a willing person to appoint as the woman director.
5. Company has constituted nomination and remuneration committees but its composition in not as per section 178 of the Companies Act, 2013.	The committee has been reconstituted as per the provisions of Section 178 of the Companies Act, 2013.
6. Companies has not appointed Independent Director as per the provision of Section 149(4) and rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (LODR) Regulation, 2015	The company is looking for a suitable candidate for posting as an Independent Director.

BQRROWINGS

The Company borrowings (long term and Shortterm) as at 31st March, 2017 is Rs. 3,26,07,535/- as against Rs. 2,44,02,328/- as at 31st March, 2016.

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS UNDER SECTION 186 ^

The company has not provided any fresh Loans, Bank Guarantee and investments under Section 186 of the Companies Act, 2013 during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has not entered any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013.

AMOUNTS TRANSFERRED TQ RESERVES

The Debit balance of Profit & Loss Account for the year ending 31st March, 2017 amounting to Rs. 58,91,229 has been transferred to the Reserves & Surplus.

SHARE CAPITAL

The Authorized Share Capital of the company remains at Rs. 6,00,00,000/- divided into 1,20,00,000 Equity Share of Rs. 5/- each. The issue subscribed and paid up share capital is Rs. 5,26,91,500/- divided into 1,05,38,300 Equity Shares of Rs. 5/- each.

FINANCIAL STATEMENTS

Financial statements have been prepared by the Companys Management in accordance with the requirements of Accounting Standards 21 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of Companies Act, 2013.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed or unpaid amount is lying in the Books of the company which is to be transferred to Investor Education & Protection Fund.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY -

There was no material changes effecting the financial position of the Company.

RISK MANAGEMENT POLICY

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks

CORPORATE SOCIAL RESPONSIBILITY

The Provisions relating to Section 135 of the Companies Act, 2013 are not applicable to the Company. MACHANISM FOR EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured procedure was adopted after taking into consideration of the various aspects of the Boards functioning composition of the Board and its committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of the independent Directors was completed. Thfe performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expresses their satisfaction with the evaluation process. DIRECTORS

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 and that of the Articles of Asssociation of the Company, Mrs. Ved Nanda, Director of the Company, liable to retire by rotation at the ensuing Annual General Meeting offers herself for re- appointment. The brief resume of Mrs. Ved Nanda, who is proposed to be re-appointed, is provided in the Report on Corporate Governance.

DEPOSITS

The following details of deposits, covered under Chapter V of the act:

I. Deposits Accepted during the year; NIL

II. Remained unpaid or unclaimed as at the end of the year; NIL

IE. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- NIL IV The details of deposits which are not in compliance with the requirements of Chapter: NIL

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant and material orders passed by the Regulators and courts that would impact the going concern status of the Company and its future operations.

DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Regulations

CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO -

The information required under section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" is given in the as Annexure 3.forming an integral part of this Report.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main trust of internal audit is to test and review controls, appraisal of risks and business processes, beside benchmarking controls with best practices in the Industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company

STATUTORY AUDITOR S

The tenure of present statutory auditor of the Company M/s Vasudeva & Associates, Chaffered Accountants shall end at the conclusion of ensuing AGM. Taking into account that M/s Vasudeva & Associates, Chartered Accountants, have completed the maximum tenure permissible under the Companies Act, 2013, in line with the requirement of rotation of auditors prescribed under Section 139(2) of the Companies Act, 2013, the Board based on the recommendation of Audit Committee and subject to the approval of Members approved the appointment of M/s K D & Associates, Chartered Accountants, (Firm Registration No. 024293N) as Statutory Auditors of the Company for a term of 5 Years commencing from the conclusion of the ensuing AGM. M/s K D & Associates, Chartered Accountants have confirmed their willingness, to act as statutory auditors and further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1) Sectorn 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditiors) Rules 2014. The Board reconnends the appointment of M/s K D & Associates, Chartered Accountants as Statutory Auditiors for the consideration of shareholders in the ensuing AGM. The Board of Directors places on record its appreciation for the service rendered by M/s Vasudeva & Associates, Chartered Accountants as the statutory auditor of the Company.

The Note no Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any futher comments.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required as no remuneration has been given to the key managerial personnel.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

During the year under review no Commission nor any remuneration were received by the MD/WTD.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. *

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REPRESSAL) ACT. 2013

The Company has in place an Anti Harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no compliant received from any employee during the financial year 2016-17 and hence no complaint is outstanding as on 31.03.2017.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT .

A detailed Report on Management Discussion and Analysis, pursuant to Listing Regulation is annexed to this report.

CORPORATE GOVERNANCE

The Company has complied with all the conditions of Corporate Governance as stipulated in Listing Regulation with Bombay Stock Exchange Limited during the year ended on 31^st March, 2017 as per Report on Corporate Governance annexed and a Certificate from the Auditors to this effect for the year ended on 31^s March, 2017 is also enclosed with this report.

CASH FLOW ANALYSIS

In conformity with the provisions of Listing Agreement and Companies Act, 2013, the Cash Flow Statement for the year ended on 31^st March, 2017 is annexed hereto.

PERSONNEL

Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, hard work, solidarity and co-operation, have enabled the Company to withstand the impact of slowdown.

TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links based on mutuality, respect and co-operation with each other and consistent with customer interest.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS .

During the Financial Year 2016-2017, no Shares were issued to the employees. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities, for their continued support.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

	Sd/-	Sd/-
Puectoi	(JAWAHAR LAL NANDA)	(VED NANDA)
PLACE: Gholumajra, Punjab.	(DIN NO. 00324633)	(DIN NO. 00324676)
DATE : .01/09/2017	DIRECTOR	DIRECTOR