Your Directors have pleasure in presenting the Annual Report of the Company
along with the Audited Statement of Accounts for the year ended 31st March,
2017.
1. FINANCIAL RESULTS:
| Particulars |
31-03-2017 |
31-03-2016 |
| Total Income |
4,04,680 |
- |
| Total Expenses |
277,81,332 |
(27,62,636) |
| Prior Period Items |
(273,76,652) |
(27,62,636) |
| Profit (Loss) before Tax |
(273,76,652) |
(27,62,636) |
| Less: Provision for Tax |
|
- |
| Profit (loss) after Tax |
(273,76,652) |
(27,62,636) |
2. PERFORMANCE & RESULTS:
The Company did not have any operations during the year and in turn no income is
earned. The increase in loss after tax from Rs. 27,62,636 lacs to Rs. 273,76,652 is on
account of increase in expenditure and prior period items
3. OPERATIONS AND FUTURE PLANS:
The Company during the year under review could not conduct any business activity due to
the financial constraints and un-favourable market conditions. The Company is in the
process
of obtaining various licenses from regulatory authorities to commence the commercial
activities which would benefit the company and shareholders at large.
4. CHANGES IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in nature of the business of the
Company.
5. DIVIDEND:
Considering the loss incurred in the current financial year, your Directors have not
recommended any dividend for the financial year under review.
6. DEPOSITS:
The Company has not accepted deposits from public.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013.
8. DIRECTORS:
In terms of Section(s) 149, 152 and all other applicable provisions of the Companies
Act, 2013, for the purpose of determining the directors liable to retire by rotation, the
Independent Directors are not included in the total number of Directors of the Company.
Accordingly, Ms. Dilip Shah shall retire by rotation at the ensuing Annual General Meeting
and being eligible has offered himself for re-appointment as a Director of the Company.
Mr. Ramesh Patel & Ms. Seema Kalani are proposed to be appointed as an Independent
Director on the Board of the Company in the Annual General Meeting to be held on 30th
September, 2017 to hold office for a term upto the conclusion of the next Annual
General Meeting of the Company.
In terms of section 149 of the Companies Act, 2013, Mr. Ramesh Patel & Ms. Seema
Kalani being eligible and offering themselves for appointment, are proposed to be
appointed as an Independent Director under section 149 of the Companies Act, 2013 to hold
office for a term upto the conclusion of of the next Annual General Meeting of the
Company.
In the opinion of the Board, Mr. Ramesh Patel & Ms. Seema Kalani fulfill the
condition specified in the Companies Act, 2013 and rules made there under for their
appointment as an Independent Directors of the Company and are Independent of the
management.
The proposal regarding the re-appointment/appointment of the aforesaid Directors is
placed for your approval.
Brief profiles of the Directors proposed to be re-appointed/appointed as required under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are part of the Notice convening the Annual General Meeting
9. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:
Annual performance evaluation of Board, its committees (namely Audit, Nomination and
Remuneration and Stakeholders Relationship Committees) and all the Directors individually
has been done in accordance with the Performance Evaluation Framework adopted by the
Nomination and Remuneration Committee of the Company.
The Performance Evaluation Framework sets out the performance parameters as well as the
process for performance evaluation to be followed. Performance evaluation forms were
circulated to all the Directors to record their evaluation of the Board, its Committees
and Non- executive Directors of the Company.
The Board of Directors reviewed the performance of Independent Directors and Committees
of the Board. Nomination and Remuneration Committee also reviewed performance of the
Company and every Director.
10. REMUNERATION TO DIRECTORS:
The Company did not pay any remuneration, sitting fees for attending Board/Committee
Meetings and commission to any of its Directors during the year under review.
11. REMUNERATION POLICY:
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and payment of
remuneration to the Directors of the Company is available on the website of the Company:
www.solidcarbide.in
12. DECLARATION BY AN INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet with the criteria
of independence as prescribed under sub-section (6) of Section 149 of the Companies Act,
2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, with the Stock Exchange.
13. MEETINGS OF BOARD AND COMMITTEES:
Board of Directors:
The Board of Directors met 4 (four) times during the financial year ended 31st
March 2017 in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder.
The dates on which the Board of Directors met during the financial year under review
are as under:
20th May, 2016, 13th August, 2016, 14th November, 2016
and 14th February, 2017
Details of all Board Committees along with their composition and meetings held during
the year under review are given in the Corporate Governance Report. The intervening gap
between the Meetings was in accordance with the period prescribed under the Companies Act,
2013.
14. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms :
i. in the preparation of the annual financial statements for the year ended March 31,
2017, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;.
ii. 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 loss of the company for that period;.
iii. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
iv. the directors had prepared the annual accounts on a going concern basis.
v. the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
vi. 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.
15. INDUSTRIAL RELATIONS:
The industrial relations continued to be generally peaceful and cordial during the
year. Your Directors recognize and appreciate the sincere and hard work, loyalty,
dedicated efforts and contribution of all the employees during the year
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
As mentioned in Auditors Report.
17. CASH FLOW STATEMENT:
In conformity with the Accounting Standard - 3 issued by the Institute of Chartered
Accountants of India and the provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the BSE Limited, the Cash
Flow Statement for the year ended March 31, 2017 is annexed to the accounts.
18. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year who were in receipt of
remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE:
The particulars as required under the provisions of Section Section 134 (3) (m) of the
Companies Act, 2013 in respect of conservation of energy and technology absorption are not
required to be furnished considering the fact that the Company has not carried on any
manufacturing activity.
The Company has not earned any foreign exchange during the year under review. The
Company has not spent any amount in foreign exchange
20. CORPORATE GOVERNANCE:
As per Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange, the report of the Corporate
Governance and the Certificate of the practicing Company Secretaries by Ms. Dolly J Mehta
in respect of compliance thereof is enclosed herewith as Annexure I and forming
part of this report.
21. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT - 9 is annexed
herewith as Annexure II.
22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During the year under review, the Company does not meet any of the criteria as set out
in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility
Policy) Rules, 2014. Hence, the requirement for furnishing of details of Corporate Social
Responsibility is not applicable to the Company.
23. RISK MANAGEMENT POLICY
Pursuant to the requirement of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a
Risk
Management Committee. The details of Committee and its terms of reference are set out
in the Corporate Governance Report forming part of the Boards Report.
24. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review, there were no other material events and commitments
affecting financial position of the Company occurring after Balance sheet date.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
During the year under review, there were no significant material orders passed by the
Regulators / Courts which would impact the going concern status of your Company and its
future operations.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size, scale and
complexity of its operations.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (Whistle Blower Policy) for Directors and
employees of the Company to report genuine concerns. The Whistle Blower Policy provides
for adequate safeguards against victimisation of persons who use such mechanism and make
provision for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases.
Major scope, safeguards and procedure for disclosure for vigil mechanism is available
on the website of the Company: www.solidcarbide.in
28. AUDITORS:
Statutory Auditor:
M/s Kriplani Milani & Co, Chartered Accountants, Mumbai, (Firm Registration no.
130461W), is eligible for appointment and has expressed their willingness to accept
office, if appointed. They have furnished a certificate under section 141 of the
Companies Act, 2013 for their eligibility for appointment and have given consent letter to
act as a Auditor.
They have further confirmed that the said appointment if made would be within the
prescribed limits under section 143(1) (g) of the Companies Act, 2013 and that they are
not disqualified for appointment.
Resolution seeking your approval on the item is included in the Notice convening the
AGM. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Ms. Dolly J Mehta, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit
Report (e-form MR-3) is annexed herewith as Annexure-III.
29. AUDITORS REPORT:
The company was under liquidation for more than 10 years. Necessary steps have been
initiated to commence the production facilities. Hence the accounts have been prepared on
going concern basis.
The status of the company was "DORMANT" as shown on the website of Ministry
of Corporate Affairs (MCA) as the company was under liquidation upto 03.08.2012. Hence the
Company was not able to file some forms with the Registrar of companies, Maharashtra,
Mumbai. However the status of the company was changed to active and accordingly
necessary forms will be filed in due course of time.
The company did not have any pending litigations and have no long-term contracts
including derivative contracts for which there were any material foreseeable losses.
The notes on financial statements referred to in the Auditors Report are self -
explanatory and do not call for any other comments.
30. KEY MANAGERIAL PERSONNEL:
During the year under review, no person falling within the definition of Key Managerial
Personnel (KMP) as defined under section 2(51) and 203 of the Companies Act, 2013 was
appointed on the Board of the Company or resigned from the Company.
31. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
The Company has not paid any remuneration, sitting fees for attending Board/Committee
Meetings and commission to any of its Directors during the year under review. Therefore,
the median has not been calculated.
32. SUBSIDIARIES:
The Company has no subsidiaries
33. AMOUNT TRANSFER TO RESERVES:
During the year under review, the question of transferring any amount to reserves
pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013 does not arise
as the Company has incurred a loss during the year.
34. ISSUE OF SHARES:
The Company has not issued any shares with differential rights, sweat Equity Shares,
equity shares under Employees Stock Option Scheme nor made any public issue, Right issue
and hence no information as per provisions of the companies Act, 2013 is required to be
furnished.
35. SEXUAL HARRASMENT
During the year under review, there were no cases filed or reported pursuant to the
sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
36. LISTING WITH STOCK EXCHANGES:
The Company has complied with the requirements of the BSE Ltd / SEBI and any Statutory
Authority on all matters related to capital markets during the last three years. No
penalties or strictures have been imposed on the Company by these authorities.
Shares of the Company are listed with BSE Limited, Vadodara Stock Exchange Limited and
Ahmedabad Stock Exchange Limited.
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to
BSE Limited. However no listing fees have been paid to the other stock exchanges namely
Vadodara Stock Exchange Limited and Ahmedabad Stock Exchange Limited.
37. ACKNOWLDEGEMENTS:
Your Company and its Directors wish to sincerely thanks all the customers, financial
institutions, creditors etc for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere services
rendered by the employees of the Company and also sincerely thank the shareholders for the
confidence reposed by them in the Company and from the continued support and co- operation
extended by them.
|
For and on behalf of the Board of Directors |
|
By Order of the Board of Directors |
|
For Solid Carbide Tools Limited |
|
Sd/- |
|
Dilip Shah |
|
Director |
| Place: Navi Mumbai |
|
| Date: 12th August, 2017 |
|
+91-9892691696
