Baroda Extrusion Ltd Directors Report.

To,

The Members of

Baroda Extrusion Limited

Your Directors have pleasure in presenting the 28th Directors Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2019.

FINANCIAL HIGHLIGHTS (Amount in Rs.)
Particulars Year ended on 31- 3-2019 Year ended on 31-3-2018
Revenue from Operations & Other Income 51,26,93,320 30,55,70,606
Less: Total Expenditure 52,80,87,634 31,63,54,621
OPERATING PROFIT (1,53,94,314) (1,07,84,015)
Less: Finance Costs 7,37,421 44,864
GROSS PROFIT/LOSS FOR THE YEAR (1,61,31,735) (1,08,28,879)
Less: Depreciation and Amortization expense 6,55,593 8,18,950
PROFIT/LOSS FOR THE YEAR (1,67,87,328) (1,16,47,829)
Less: Provision for Taxation 0 0
Less: Deferred Tax Liability 0 1,81,951
Less: Prior period items (2,71,617) 0
PROFT/LOSS FOR THE FINANCIAL YEAR (1,65,15,711) (1,18,29,780)
OTHER COMPREHENSIVE INCOME/LOSS 0 0
TOTAL COMPREHENSIVE INCOME / LOSS (1,65,15,711) (1,18,29,780)
EARNING PER SHARE (0.11) (0.08)

COMPANYS PERFORMANCE OVERVIEW

The overall economic scenario during financial year 2018-19 was robust and the Indian Metal Sector has also witnessed an encouraging growth over the last few years driven by increased investments in infrastructure and industrial capacities. The growth of the Metal Sector is an important barometer of the countrys progress and trends appear to the positive. Your Company achieved an enhanced sales turnover of Rs. 5196.93 lakhs as against Rs. 3055.70 lakhs during the previous year and earned a Net Loss after Tax of Rs. 165.15 lakhs as against Rs. 118.29 lakhs during the previous year. Your Directors attribute this improved performance, apart from the external factors, to various steps taken by the Management in multiple facets of the business, viz. production processes, improved planning, focus on timely delivery and better marketing coverage. The improvement in the economic outlook for the Copper sector which is the key customer segment of your Company, also enhances the optimum for the coming years.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V(B) of the Listing Regulations, the Report on Management Discussion and Analysis is annexed hereto and forms part of this Report.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2019, the Company has not transferred any amount to General Reserve Account.

DIVIDEND

The Board of Directors of your Company, after considering the relevant circumstances, has decided that it would be prudent, not to make any dividend payment for the year under review at this stage. The Directors may consider the payment of dividend during the course of the year.

MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

ANNUAL RETURN

An extract of the Annual Return for the financial year 2018-19 in Form MGT-9 pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as required under Section 134 of the Act is annexed hereto and forms part of this Report. Also, Annual Return for the financial year 2017-18 has been uploaded on the Companys website: www.barodaextrusion.com in Investors Guide/ Annual Return u/s 92 of the Companies Act, 2013, in accordance with the provisions of Section 134 of the Act.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of the Companies Act, 2013, Mr. Parasmal Kanugo, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Company has received declaration from the all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under section 149(6) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2018-19

SN Date of Meeting Board Strength No. of Directors Present
1 30-05-2018 3 3
2 11-08-2018 3 3
3 14-11-2018 3 3
4 08-02-2019 3 3

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 this Act 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 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.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations, your Company has received individual declarations from all the Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the Rules made there under. The Independent Directors have also confirmed that there has been no change in the circumstances which may affect their status as Independent director and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that they are independent of the management. A Statement by the Managing Director regarding the said affirmation by the Independent Directors is annexed hereto and forms part of this Report.

STATUTORY AUDITORS AND INDEPENDENT AUDITORS REPORT

The Auditors report given by M/s. Parikh shah chotaliya & Associates, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2019, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report. In accordance with the Section 40 of the Companies (Amendment) Act, 2017 (corresponding to Section 139 of the Act), the requirement of ratification of the appointment of the Statutory Auditor in every Annual General Meeting of the Company during the tenure of appointment has been dispensed with. Hence, the matter has not been placed as an agenda item in the AGM Notice for the approval of the shareholders.

REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Malay Shah and Associates, Practising Company Secretaries (C P No. 12820) as the Secretarial Auditors for the financial year 2018-19 in accordance with Section 204 of the Act. The Report on Secretarial Audit for the financial year 2018-19 in Form MR-3 is annexed hereto and forms part of this Report. There is no qualification, reservation or adverse remark or any disclaimer in the said Report. In terms of Section 204 of the Act, on the recommendation of the Audit Committee, the Board has appointed Mr. Malay Shah (C P No. 12820), proprietor of M/s.Malay Shah and Associates, Practicing Company Secretaries, as the Secretarial Auditors for the financial year 2019-20. The Company has received the consent for the said appointment.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

The Directors of your Company confirm that the applicable Secretarial Standards prescribed for the Board and General Meetings by the Institute of Company Secretaries of India and notified by the Central Government have been complied with during the financial year under review. The Company has also voluntarily adopted other applicable Secretarial Standards issued and made effective by the Institute of Company Secretaries of India.

INTERNAL AUDITORS

CA Nirav Shah, Chartered Accountants (Member Registration No.155725) have conducted the internal audit of your Company for the financial year 2018-19.

COST RECORDS AND AUDIT

Pursuant to Section 148 of the Act read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed. During the year under review, audit of the Cost Records is not prescribed or mandatory.

COMMITTEES OF THE BOARD

The Board of Directors has constituted following Committees: 1. Audit Committee 2. Stakeholders Relationship Committee 3. Nomination and Remuneration Committee

The details related to the composition of the Board of the Company and the Committees formed by it and meetings conducted during the year under review are given in the Corporate Governance Report annexed hereto forming part of this Report.

LOANS, GUARANTEES AND INVESTMENTS

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2019:

Company has not entered into any transaction covered under Section 186 of Companies Act, 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2019 for your kind perusal and information. The Company has not entered into any new contract or agreement under section 188 of Companies Act, 2013 in financial year 2018-19 and hence the provisions of Section 134(3)(h) is not attracted and has not prepared Form No. Aoc-2.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance is annexed hereto and forms part of this Report. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by Mr. Malay Shah (C P No. 12820), proprietor of M/s. Malay Shah & Associates, Secretarial Auditor of the Company, Mumbai pertaining to the compliance of the conditions of Corporate Governance, is also annexed hereto which forms part of this Report.

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held
1. NIL

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.barodaextrusion.com

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly.

GREEN INITIATIVE

The Company supports and pursues the Green Initiative of the Ministry of Corporate Affairs, Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs are registered with the Company / Depository Participants. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of BEL Annual Report 2018-19 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members. For members who have not registered their email addresses, physical copies are sent in the permitted mode. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of Board of Directors
Of M/s BARODA EXTRUSION LIMITED
Date: 30th May,2019 Sd/-
Place: - Vadodara Parasmal Kanugo
Chairman
DIN: 00920021