to
THE MEMBERS,
Your Directors have pleasure in presenting the Annual Report of your Company with the
Audited Statement of Accounts for the year ended March 31, 2016.
Financial summary or highlights/Performance of the Company (Standalone)
The Companys financial performance, for the year ended March 31, 2016 is summarized
below:
|
|
(Rs.) |
| Particulars |
2014-15 |
2015-16 |
| Total Income |
37,43,26,983.38 |
43,33,03,613.34 |
| Less: Expenditure & Depreciation |
(36,92,20,888.28) |
43,06,66,864.95 |
| Prior period items |
|
|
| Profit before Tax (PBT) |
51,06,095.10 |
26,36,748.39 |
| Less: Tax |
(25,68,280.21) |
(10,07,600.00) |
| Deferred Tax Asset |
2,42,256.81 |
2,99,921.89 |
| Profit After T ax (PAT) |
27,80,071.70 |
19,29,070.28 |
Dividend
Company has not declared any dividend during the Financial Year.
Reserves
No such amount has been proposed by the board to carry to any reserves.
Details of Subsidiary/Joint Ventures/Associate Companies
Company has not any of its Subsidiary/Joint Ventures/Associate Companies during the
Financial Year.
Share Capital
The paid up Equity Share Capital as on March 31, 2016 was Rs. 5,42,40,850/-. During the
year under review, the Company has not issued shares with differential voting rights nor
granted Employee Stock Options or Sweat Equity Shares.
Fixed Deposits
The Company has not accepted any fixed deposits during the year under report.
Risk management policy
Not applicable to the company.
Statement on Declaration given by Independent Directors:
The Company has received necessary declaration from each Independent Director of the
Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence laid down in Section 149 (6)
Particulars of Loans, guarantees or Investments u/s 186
Company has not transacted any business u/s 186 during the financial year.
Material Changes and Commitments, if any:
There were no material changes and commitments have been occurred between the end of
the financial year of the company to which the financial statements relate and date of
signing of board report affecting the financial position of the company.
Brief description of the Companys working during the year/State of Companys affair
During F/Y 2015-16, your company has generated total revenue of Rs. 43,33,03,613.34/-
Change in the nature of business, if any
The name of the company has been change from "M/s Tentiwal Wire Prooducts
Limited" to "M/s Tentiwala Metal Products Limited" vide ROC approval dated
30th October, 2015
No other Change in the nature of the business of the Company done during the year.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future
The Company has not received any significant/material orders from the statutory
regulatory bodies/courts/tribunals which affect the operations/status of the Company.
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
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 weakness in the design or operation was observed.
Corporate Governance
Your company has been complying with the principles of good corporate governance over
the years and is committed to the highest standard of compliance, pursuant to the listing
agreement read with regulation 15 (2) of SEBI (LODR) Regulations, 2015 the compliance with
the corporate governance provisions as specified in regulation 17 to 27 and clause (b) to
(i) of regulation 46 (2) and para C, D, E of schedule V shall not apply to the company.
However, as a good corporate governance practice the company has generally complied with
the corporate governance requirements.
The detailed corporate governance report is appended to the directors report vide
Annexure-I.
Directors Remuneration Policy and criteria for matters under section 178
The policy formulated by nomination and remuneration committee is disclosed on the
companys website i.e. www.tentiwal.com and also
appended to Corporate Governance report vide Annexure- I (A) & I (B).
Management Discussion and Analysis Report:-
The Management Discussion and Analysis, is appended to the Corporate Governance Report
vide Annexure I-C.
Board and Audit Committee
The details regarding number of board meetings held during the financial year and
composition of Audit Committee is appended hereto.
Annual Listing Fee
The Company has paid the annual listing fees for the financial year 2016-2017 to Bombay
Stock Exchange Limited on or before the due date. Details of establishment of vigil
mechanism for directors and employees
The details of establishment of vigil mechanism for directors and employees to report
genuine concerns is disclosed on the companys website i.e. www.tentiwal.com and also made part of Corporate
Governance report.
Particulars of Contracts or arrangements with related parties u/s 188
During the year, the Company did not enter into any material transaction with related
parties, under Section 188 of the Companies Act, 2013. All transactions entered into by
the Company with the related parties were in the ordinary course of business and on an
arms length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read
with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report
vide Annexure-II.
Further, the Companys policy on Related Party Transactions is attached as part of this
report vide Annexure-II (A).
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- III
and is attached to this report
Disclosure under the Sexual Harassment of Women at workplace (prevention, prohibition
and redressal) act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No complaints were received during the
year 2015-16.
Directors and KMP:
A) Formal Annual Evaluation
The Board has made a formal evaluation of its own performance and that of its
committees and individual directors as required under Section 134(3) (p) of the Companies
Act, 2013.
B) Directors Liable to retire by rotation
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Parag Sharma, Directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for re-appointment.
C) Changes in Directors and Key Managerial Personnel during the F/Y
| Name of the Director |
DIN/PAN |
Designation |
Date of Appointment |
Date of Cessation |
| Jainendra Kr. Katara |
06676568 |
Non Executive-Independent Director |
- |
09/05/2015 |
| Mr. Manoj Pandey |
AKXPV0130F |
Non Executive Director |
24/08/2015 |
23/04/2016 |
| Mr. Govind Sharma |
06996971 |
Non Executive-Independent Director |
- |
24/10/2015 |
Remuneration to Directors and KMP
Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be providing upon request.
Particulars of Employees:
We are having no employees in respect of whom we are required to give Information in
accordance with the Rule (5) (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
Extract of the annual return
The details forming part of the extract of the Annual Return in form MGT9 is annexed
herewith as ANNEXURE-IV Statutory Auditors
The existing auditor M/s B.B. Agrawal & Co., Chartered Accountants (Firm
Registration Number: 000597C), has been appointed as statutory auditors of the company at
the Annual General Meeting held on 30.09.2015 until the conclusion of next Annual General
Meeting.
Auditors Report
The Auditors Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
Secretarial Audit Report
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 Mr. Pramod Kumar Sharma, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for FY 2015-2016. The Secretarial Audit Report is
appended to this report vide ANNEXURE-V.
Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state 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;
(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; and
(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.
Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
For TENTIWALA METAL PRODUCTS LIMITED |
|
Sd/- |
Sd/- |
|
Radha Pad Tentiwala |
Kumkum Tentiwala |
| Place : Mathura |
(Managing Director) |
(Whole Time Director) |
| Date : 30th May, 2016 |
DIN:00132785 |
DIN:00132858 |
+91-9892691696
