To the Members
Your Directors are pleased to present the 30th (Thirtieth) Annual Report and
the Companys Audited Financial Statement for the Financial Year ended March 31, 2017.
1. FINANCIAL RESULTS
The Companys financial performance, for the year ended March 31, 2017 is summarized
below:
|
|
(Rs. In lacs) |
| Particulars |
Year ended 31.03.2017 |
Year ended 31.03.2016 |
| Total Income |
0.23 |
0.86 |
| Profit/(Loss) from Ordinary activities before Exceptional Item |
(76.12) |
(99.36) |
| Profit/(Loss) from Ordinary activities before Tax |
(76.12) |
(189.78) |
| Profit/(Loss) from Ordinary activities after tax |
(76.12) |
(189.78) |
| Add: Write back of Excess Provisions |
- |
- |
| Net Profit for the period from Ordinary activities after Tax |
(76.12) |
(189.78) |
| Net Profit for the period |
(76.12) |
(189.78) |
2. FINANCIAL/ OPERATION PERFORMANCE REVIEW
During the year under review, the Company recorded NIL turnover and loss of Rs. (76.12)
lacs. The Company has incurred business losses arising out of product obsolescence, under
cutting from unorganized sector, high interest rates and write off of pending claims. Over
the past few years, the consumer electronic sector has faced changes in the consumer
preferences as well as the demand patterns. The company was trying to diversify to add new
products to mitigate these risks, but due to general slow down in the economy; lack of
capital and high interest costs, these plans could not get materialized. The company had
to write off/revalue some of its obsolete/ irrecoverable current assets resulting into
business losses. The Company‘s activities and operations stand discontinued since
middle of Financial Year 2012-13.
However, in view of heavy Losses in the past and loss during the current year,
operations have been virtually discontinued. Lenders had declared Loans as N.P.A, which
stand recalled. Lenders have issued notices under the SARFAESI Act, 2002 and have also
filed suits for recovery with Debts Recovery Tribunal. Management is hopeful of further
capital raising from promoters & group support, settlement /re-structuring of loans
and starting of activity for revival. As per managements said perception, these accounts
have been prepared on a going concern basis. However in the opinion of statutory auditors,
looking at the continuous losses during the current year & last 4 years leading to
erosion of net worth to minus Rs. 23877.15 Lacs and with no activity for revival and slow
progress in application for one time settlement with the lenders, it is not feasible for
the company to continue a going concern.
3. PRESENT STATUS OF BANK LOANS
• Punjab National Bank as the Lead Bank under the Consortium Lending arrangement
for itself and for 6 other Banks has issued notice dated 10.12.2013 u/s 13 (4) of Chapter
III of Securitization And Reconstruction of Financial Assets & Enforcement of Security
Interest Act, 2002 (SARFAESI Act, 2002) claiming dues of the value of Rs.17,948.67 lacs
along with further interest up to the date of payment. Symbolic possession of immovables
in pursuance of the said notice was taken over on 22.01.2014
• UCO Bank had filed application u/s 19(4) of the Recovery of Debts Due to Banks
& Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide
application dated 26.03.2013 along with interest up to the date of payment.
• Standard Chartered Bank had filed application u/s 19 (4) of the RDDB Act &
Financial Institutions Act,1993 before the Debts Recovery Tribunal Delhi vide application
dated 20.05.2013 claiming recovery of debts of Rs. 1857.79 lacs along with interest up to
the date of payment.
• Punjab National Bank has filed application u/s 19(4) of the RDDB Act, before the
Debts Recovery Tribunal Delhi vide application dated 19.09.2013 claiming dues on behalf of
5 Lending Banks namely Punjab National Bank itself, Allahabad Bank, State Bank of Mysore,
IDBI Bank Ltd. & Punjab & Sind Bank of the value of Rs.13,259.55 lacs along with
interest up to the date of payment.
4. DIVIDEND
Keeping in view the business losses, the directors of your Company do not recommend any
dividend for the year under review.
5. FIXED DEPOSITS
The Company has not accepted any public deposits and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the balance
sheet.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Prem Adip Rishi, retire by rotation at the ensuing Annual General Meeting and
being eligible has offered himself for re-appointment.
During the year under review, Mr. Narendra Singh has resigned as Company Secretary of
the Company w.e.f. 18th August, 2016. Further, Ms. Mandeep Kaur be appointed as
Company Secretary of the Company w.e.f. 15th October, 2016.
In terms of Section 149(7) of the Companies Act, 2013, Mr. Vijay Kumar Sood, Mr. Kamal
Kumar Jain and Mrs. Kalpana Gupta, Independent Directors of the Company have given
declarations to the Company to the effect that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013.
Brief resumes of Directors proposed to be so appointed or re-appointed, nature of their
expertise in specific functional areas, names of Companies in which they hold
directorships and their memberships/ chairmanships on Board Committees of various
Companies, have been provided in the Corporate Governance Report.
7. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your
Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2017, the
applicable accounting standards have been followed alongwith proper explanation relating
to material departures;
b) the Directors have 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 as at March 31, 2017 and of the loss of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the 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;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) 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.
8. POLICIES OF THE COMPANY
The Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.
9. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE
The report on Corporate Governance as stipulated under The SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and
attached as Annexure I. The requisite certificate from Mr. V. Ramasamy, Proprietor of V.
Ramasamy & Co., a firm of Practicing Company Secretary (Membership No. FCS 6191 and
C.P. No. 6618) confirming compliance with the conditions of corporate governance is
attached to the report on Corporate Governance.
10. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a
separate section forming part of the Annual Report.
11. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year, the Company had entered into a few transaction which are disclosed
in the quarterly Corporate Governance Reports.
Your Directors draw attention of the members to Note 22.17 to the financial statement
which sets out related party disclosures.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES
ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
15. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate Internal Financial Controls with reference to
Financial Statements. The details in respect of internal financial control and their
adequacy are included in the Management Discussion & Analysis, which forms part of
this report.
16. PARTICULARS OF EMPLOYEES
Information as per section 197(12) of the Companies Act, 2013, read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is not given in this Report, as no employee of your Company is covered as per provisions
contained therein.
17. AUDITORS
Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of the maximum term permitted
under the said section. The audit committee of the Company has proposed, and on
25.08.2017, the Board of Directors of the Company has recommended the appointment of M/s.
Raj Chawla & Associates, Chartered Accountants (Firm registration number 011602N) as
the statutory auditors of the Company. They will hold office for a period of five
consecutive years from the conclusion of the 30th Annual General Meeting of the
Company scheduled to be held on 27th September, 2017, till the conclusion of
the 35th Annual General Meeting to be held in the year 2022, subject to the
approval of the shareholders of the Company. They have confirmed their eligibility to the
effect that their appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for
appointment. The first year of audit will be of the financial statements for the year
ending March 31, 2018, which will include the audit of the quarterly financial statements
for the year.
18. AUDITORS REPORT
a. The Auditors Report to the members together with Audited Accounts for the period
ended 31st March, 2017 and notes thereon are attached, which are self-explanatory.
b. Point no. 4 of Auditor Report per se is the opinion of the Auditor on certain points
of notes to accounts attached to the financial statement for the period ended 31.03.2017.
Since notes to accounts are part of financial statement prepared by the Company, the
Company in the relevant points has explained the each situation which has arisen this
time. The relevant clauses of notes to accounts alongwith Boards response is as follows:-
i. Note No. 22.11 Regarding the financial statements of the company being prepared on a
going concern basis, notwithstanding the fact that there are no operations, Loss of
Rs.76.12 Lacs has been incurred during the year, net worth is minus Rs. 23,877.15 Lacs and
defaults towards repayment of dues to banks and financial institution are of Rs. 21915.19
Lacs with no sign of revival. We are of the opinion that there is no feasibility for the
company to carry on as a going concern: The Board is of the opinion that the company
can revive if loans are settled by the lenders and new product lines are introduced with
fresh capital infusion.
ii. Note No. 22.07 regarding non availability of confirmations in respect of debit
and/or credit balances of loans, advances, deposits, trade payable and lenders: The
Board is of the opinion that due to closure of business line, a wide nature of
consequential claims have arisen against the company, therefore, it would not be possible
to obtain such confirmations of debit/credit balances.
iii. Note No. 22.16 regarding Non-provision of Interest on recalled banks loans
declared as NPA: The lender banks are not booking interest income on the NPA Accounts
as per prudential norms issued by Reserve Bank of India. On the similar footing, the Board
is also of the opinion that interest provision on NPA/recalled accounts be not made, as
the Settlement proposals are under consideration of the lender banks.
iv. Note No. 22.12 regarding non provision of penal interest on recalled banks loans
declared as NPA: The Board is of the opinion that liability for penal interest payable
has not been quantified on account of uncertainty and discretionary nature of lending
banks on this matter.
19. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Board has appointed Mr. V. Ramasamy, Partner, RSMV & Co., Company Secretaries
(Membership No. FCS 6191 and C.P. No. 6618), to conduct Secretarial Audit for the
financial year 2016-17. The Secretarial Audit Report for the financial year ended March
31, 2017 is annexed herewith and marked as Annexure II to this Report.
The observations of Secretarial Auditor are self-explanatory except their remark on the
below points alongwith Boards response is as follows:-
i. Appointment of Company Secretary: The Board explains that Mr. Narendra Singh has
resigned as Company Secretary of the Company w.e.f. 18th August, 2016. Further,
Ms. Mandeep Kaur has been appointed as Company Secretary of the Company w.e.f. 15th
October, 2016. During the period from 19th August 2016 to 14th
October 2016, the company did not have a company secretary. However, the company has
appointed company secretary within the time limit prescribed under Section 203(4) of the
Companies Act, 2013.
ii. Compliances with SEBI (LODR) Regulations, 2015: The Board is of the opinion
that observation on this point is based on the facts and need no comments from the Board.
iii. Present Status of Bank Loans: The Board is of the opinion that observation on
this point is based on the facts and need no comments from the Board.
iv. The Report of the Statutory Auditors on the Financial Statement for the Financial
Year 2016-17 is qualified on the basis of the Notes on Accounts (22.11, 22.07, 22.16 and
22.12): The Board is giving their explanation to the same in their report to
the shareholders at S.No. 18.b.i to 18.b.iv above.
v. TDS amount deducted from the various entities are yet to be paid to the
authorities: The Board explains that however, there are some delays in depositing TDS
amount during the year, but all liabilities pertaining to PF, ESI and TDS will be cleared
very shortly.
vi. There are disputes with Sales Tax and Income Tax Authorities, the proceedings of
which are at various stages: The Board is of the opinion that observation on
this point is based on the facts and need no comments from the Board.
20. MEETINGS OF THE BOARD
Six (06) meetings of the Board of Directors were held during the year, the details of
which are given in the Corporate Governance Report that forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed by the
Companies Act, 2013.
21. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 furnished in Form MGT-9 is
annexed herewith as Annexure III.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
As per the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meetings of the Board and its Powers) Rules, the Audit Committee
consists of the following members:
a. Mrs. Kalpana Gupta
b. Mr. Rajesh Galhotra
c. Mr. Kamal Kumar Jain
The above composition of the Audit Committee consists of Independent Directors viz.,
Mrs. Kalpana Gupta and Mr. Kamal Kumar Jain who form the majority.
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co employees and the Company.
23. STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board
has set up a Stakeholders Relationship Committee comprising of Mrs. Kalpana Gupta
(Chairman), Mr. Rajesh Galhotra and Mr. Rakesh Gupta as other Members. The details of the
Committee are furnished at S.No. 3(b) of Report of Corporate Governance of this Annual
Report.
24. NOMINATION AND REMUNERATION COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board
has set up a Nomination and Remuneration Committee comprising of Mrs. Kalpana Gupta
(Chairman), Mr. Kamal Kumar Jain and Mr. Rajesh Galhotra as other Members. The details of
the Committee are furnished at S.No. 3(c) of Report of Corporate Governance of this Annual
Report.
25. CONSERVATION OF ENERGY
Disclosure of particulars with respect to conservation of energy and technology
absorption are not applicable to the Company.
26. RESEARCH AND DEVELOPMENT
Since the market scenario and technologies are changing rapidly, Research and
Development (R&D) is important to ensure that Company increases its market share. The
Company has always attempted to use the latest and advanced technology for its product
lines, but keeping pace with current technological developments is becoming difficult for
want of capital. The slow down in the economy and higher interest costs has also deterred
the further research and development activities of the company to keep it abreast with the
current technological changes.
27. FOREIGN EXCHANGE EARNINGS AND OUTGO
| a) Foreign Exchange Earnings |
Rs. Nil |
| b) Foreign Exchange Outgo |
Rs. Nil |
28. RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has
constituted a risk management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part of the Boards
report.
At present the company has not identified any element of risk which may threaten the
existence of the company.
29. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances environmental regulations and preservation of
natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its
redressal is placed on the intranet for the benefit of its employees. During the year
under review, no complaints were reported to the Board.
30. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS
No significant and material orders have been passed by any regulators or courts or
tribunals impacting the going concern status and companys operations in future.
31. ACKNOWLEDGEMENT
During the current difficult times where the company is facing all the challenges, your
Directors place on record their appreciation for the overwhelming co-operation and
assistance received from investors, customers, business associates, bankers, vendors as
well as regulatory and government authorities. Your Directors also thank the employees at
all levels who, through their dedication and co-operation have always supported the
company.
|
By Order of the Board of Directors |
|
For Noesis Industries Limited |
|
Sd/- |
| Place: New Delhi |
(Prem Adip Rishi) |
| Date : 25th August, 2017 |
Chairman & Managing Director |
| Registered Office: |
|
| 1201B, 12th Floor, Hemkunt Chamber, |
|
| 89 Nehru Place, |
|
| New Delhi-110019 |
|
| Tel: +91-11-41662674 |
|
| E-mail: coporates@yahoo.com, cs@mvl.in |
|
| Website: www.mvlindustries.in |
|
| CIN: L32109DL1986PLC026273 |
|
+91-9892691696
