BOARDS REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
To,
The Members,
Your directors have pleasure in presenting their 24th Annual Report on the business and
operations of the company together with the Audited Statement of Accounts for the year
ended 31st March, 2016.
The summarised financial performance of the company is as under:
(Rs. in Crs.)
| Particulars |
Current Yr. |
Previous Yr. |
| Turnover |
19.78 |
45.18 |
| Other Income |
0.25 |
3.10 |
| Profit/(loss) before Depreciation and Taxation |
(6.42) |
(2.43) |
| Depreciation |
0.12 |
0.19 |
| Profit/(Loss) before taxation |
(6.54) |
(2.62) |
| Less: Tax Expense |
(1.47) |
(1.58) |
| Profit/(Loss) after tax |
(8.01) |
(1.04) |
| Add: Balance B/F from the previous year |
-- |
-- |
| Balance Profit / (Loss) C/F to the next year |
-- |
-- |
State of Companys Affairs and Future Outlook
During the year under review, the company has achieved a sales turnover of Rs. 19.78
Crores as compared to Rs.45.18 Crores for the previous year. The company has however
suffered loss of Rs.8.01 Crores as compared to Rs. 1.04 Crores for the previous year due
to heavy recession in the market.
Dividend
Since the Company has incurred losses during the year, no dividend is recommended for
the year under review.
Amounts Transferred to Reserves
Since the company has suffered losses during the year under review, the company has not
transferred any amount to Reserves.
Changes in Share Capital.
There are no changes in share capital during the year under review.
Extract of Annual Return
The extract of Annual Return,in format MGT -9, for the Financial Year 2015-16 is
attached with this report. Number of Board Meetings
During the year under review Board of Directors met 17times and there was one meeting
of independent directors of the company, the details of which are mentioned given in
Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement
were adhered to while considering the time gap between two meetings.
Particulars of Loan, Guarantees and Investments under Section 186
The company has granted loan but has not given guarantee for loans taken by others from
banks or financial institutions during the year.
HUMAN RESOURCES
The well disciplined workforce which has served the company for two decades lies the
very foundation of the companys major achievements and shall well continue for the years
to come. The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The company has always recognized talent and has
judiciously followed the principle of rewarding performance.
There were no contracts or arrangements entered into by the company in accordance with
provisions of section 188 of the Companies Act, 2013.
However, there were certain related party transactions in terms of clause 49 of the
listing agreement which were entered into on an arms length basis and were in the
ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the
Companies (Accounts) Rules , 2014, is annexed.
Details of Subsidiary, Joint Venture or Associates
The company has no subsidiary, Joint Ventures or associate companies.
Risk Management Policy
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion. Therefore, in accordance with
applicable provisions of sebi (Listing Obligation and Disclosure Requirements) Regulation
2015 the Board members were informed about risk assessment and minimization procedures
after which the Board formally adopted steps for framing, implementing and monitoring the
risk management plan for the company. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk related issues. In todays
challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia
are: Regulations, competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities. Business risk, inter-alia, further
includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy,
these risks are assessed and steps as appropriate are taken to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
Even through this non-production period the Company continues to ensure proper and
adequate systems and procedures commensurate with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report and also posted on the website of
company.
DIRECTORS & COMMITTEES
During the year under review, Sh. Sandeep Gupta has tendered his resignation from the
post of whole time Director of the company w.e.f 31st may 2016, However he will continue
to act as director of the company.
All independent directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and applicable
provisions of Sebi(Listing Obligation and Disclosure Requirements) Regulations 2015.
In accordance with the provisions of Companies Act, 2013 Sh. Sandeep Gupta (DIN:
00159814), Director retires by rotation and being eligible offers himself for
re-appointment.
During the year under review Mr Harminder Singh having PAN No (CBPPS2105E) was
appointed as Chief Financial Officer of the company w.e.f 1st of September 2015.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Applicable regulations of SEBI
(listing obligation and disclosure requirements) regulation, 2015, the Board has carried
out annual performance evaluation of its own performance, the directors individually as
well the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholder committee. The manner in which the evaluation has been carried out has been
explained in Corporate Governance Report..
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
DEPOSITS
The Company has accepted deposits from the public during the year in accordance with
the directives issued by the reserve bank of india and the provisions of section 73 to 76
or any other relevant provisions of the companies act, 2013 and rules framed there under
with regard to deposits accepted from members and public.
AUDIT COMMITTEE
The company has constituted the audit committee and presently has the following
directors:
Mr.Ashok Kumar Gupta: Chairman and Independent Director Mrs.Rita Rani: Member and
Independent Director Mr.ArunGoyal: Member and Independent Director NOMINATION AND
REMUNERATION COMMITTEE
The company has constituted Nomination and Remuneration Committee and presently has the
following directors:
Mr. ArunGoyal : Chairperson and Non-executive Independent Director Mr. Ashok Kumar
Gupta : Member and Non executive Independent Director Mrs. Rita Rani: Member and Non
executive Independent Director STAKEHOLDERS RELATIONSHIP COMMITTEE
The company has constituted Stakeholders Relationship Committee and presently has the
following directors:
Mrs.Rita Rani: Chairman and Independent Director Mr. Ashok Kumar Gupta : Member and
Independent Director Mr. ArunGoyal : Member and Independent Director DIRECTORS
RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) That in the preparation of the annual financial statements for the year ended March
31,2016, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31,2016 and of the profit of the Company for the year ended on that
date;
c) That proper and sufficient care has been taken 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) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of Independence from Smt. Rita Rani and Sh. Ashok
Kumar Gupta, Sh. Arun Goyal that the Independent Directors meet the criteria of
independence as laid down under Section 149 (6) of the Companies Act, 2013.
SEXUAL HARASSMENT PREVENTION
Mukesh Strips Limited has implemented the sexual Harassment of women at workplace
(Prevention, prohibition and redressal Act, 2013 in its entirely.
Internal Complaints Committees as per the provisions of the act have been constituted
at Corporate office and Projects sites of Mukesh Strips Limited.
Summary of sexual harassment issues raised, attended and dispensed during the year
2015-16:- No of complaints received in2015-16 -NIL- No of complaints disposed off -NIL- No
of cases pending for more than 90 days -NIL-
No of workshops or awareness programme against sexual harassment carried out 1
Nature of action taken by the employer or District Officer -NIL-
AUDITORS
STATUTORY AUDITORS
M/s.GUPTA VINOD KUMAR & ASSOCIATES (Firm Registration No. 006904N), Chartered
Accountants, have been appointed as statutory auditors of the company at the Annual
General Meeting held on 30.09.2014 for a period of three years subject to ratification by
members at every consequent Annual General Meetings. Therefore, ratification of
appointment of Statutory Auditors is being sought from the members of the Company at the
ensuing AGM.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Reecha Goel & Associates (CP No.:6562, FCS: 7012),Company Secretaries to
undertake the secretarial audit of the company. The Secretarial Audit Report is
annexed.
INTERNAL AUDITORS
The company has appointed Sh. Aakarshan Gupta as internal Auditor of the company and
his report is reviewed by the audit committee from time to time.
Explanation to Auditors /Secretarial Auditors remarks
With regard to Secretarial Auditors remarks the Management is pursuing active steps to
comply with the respective norms and guidelines.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there are no significant material orders passed by the
Regulators / Courts which would impact the going concern status of the Company and its
future operations.
CORPORATE GOVERNANCE
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the
Listing Agreement with the Stock Exchanges, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Companys
Statutory Auditor confirming compliance forms an integral part of this Report.
Declaration by Managing Director that the Board Members and KMPs have complied with the
Code of Conduct is also attached.
CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act, 2013 regarding Corporate Social responsibility
are not attracted to the company yet the Company has been, over the years, pursuing as
part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much
beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the
community with those of the Company itself in an environment of partnership for inclusive
development.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5, of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows:
The company has one Whole-time Director and the remuneration paid to him is Rs. 1.00
Lacs per month only.
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are NIL
The remuneration paid to all Key management Personnel was in accordance with
remuneration policy adopted by the company.
FINANCIAL VIABILITY OF COMPANY
The company does not have accumulated losses and the company has incurred cash losses
during the financial year and also in the immediately preceding financial year and there
are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or Duty of Customs or
Duty of Excise or Value Added Tax or Cess outstanding on account of any dispute except for
interest on differential excise duty for which an appeal has been filed before CEGAT.
ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and
others associated with the Company. Your Directors wish to thank the banks, financial
institutions, shareholders and business associates for their continued support and
cooperation. We look forward to receiving the continued patronage from all quarters in the
years to come.
For and on behalf of the Board of Directors
| Place: Ludhiana |
|
|
| Dated: 30.05.2016 |
Sandeep Gupta |
Pardeep Gupta |
|
Director |
Director |
+91-9892691696
