DEAR MEMBERS,
Your Directors have immense pleasure in presenting their Twenty-Fifth Annual Report on
the business and operations of the Company together with audited financial statement for
the financial year 2016-17.
FINANCIAL RESULTS
The Companys performance for the financial year ended 31st March, .2017 is
summarized as below:
| Particulars |
Standalone |
Consolidated |
|
Year ended 31.03.2017 |
Year ended 31.03.2016 |
Year ended 31.03.2017 |
Year ended 31.03.2016 |
| Total Income |
2855.90 |
5402 |
3633.99 |
5836.76 |
| Profit before depreciation, Finance Costs and Tax |
(229.38) |
(126.69) |
(227.95) |
196.73 |
| Less: Depreciation |
186.35 |
185.57 |
350.92 |
418.35 |
| Less: Finance Costs |
1024.03 |
1001.34 |
1024.22 |
1027.02 |
| Profit before tax & Exceptional Items |
(1439.76) |
(1313.6) |
(1147.19) |
(1248.64) |
| Less: Exceptional Items . |
(441.44) |
0 |
0 |
0 |
| Profit/(Loss) before Tax |
(998.32) |
(1313.6) |
(1147.19) |
(1248.64) |
| Less: Tax expenses |
|
|
|
|
| Current Tax |
|
|
|
|
| Deferred tax |
1088.45 |
1088.45 |
1006.13 |
976.94 |
| Profit/(Loss) after Tax |
(2086.77) |
(2402.05) |
(2153.32) |
(2225.58) |
| Less: Minority Interest in subsidiary . |
0 |
, 0 |
(1353.10) |
114.45 |
| Profit after Tax & Minority interest |
(2086.77) |
(2402.05) |
(800.22) |
(2340.03) |
| Add: Balance brought forward from previous year |
(21,156.47) |
(18,754.44) |
(23,766.49) |
(21,426.46) |
| Amount available for appropriation |
|
0 |
|
0 |
| Balance carried to Balance Sheet |
(23,243.24) |
(21,156.49) |
(24,566.71) |
(23,766.50) |
Companys Performance
a) Standalone:
During the year under review, net sales of the Company had fallen to Rs. 2808.12
lakhs.(Previous Year Rs. 5303.64 Lakhs) This is largely due to the continued losses made
by the company.eroding the working capital in the system. Due to exceptional income the
losses have been reduced to Rs. 2086.77 lakhs. (Previous Year Rs. 2402.05 Lakhs).
The Company continues to be focused in its efforts to improve sales which will
automatically absorb a good amount of overhead cost to generate profits at the EBITDTA
level. *
bl Consolidated:
The Company has been downsizing and has been focusing .on the main business of writing
instruments and as such the activities in the subsidiaries are negligible. .
DIVIDEND
Your Company is making efforts to improve its performance. It is required to conserve
the funds currently available. In view of the losses, your Directors are not recommending
any dividend for the year under review.
TRANSFER TO RESERVES
In view of the losses made, your Directors do not propose to transfer any amount to the
reserves during the year under review.
TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND , -
The entire amount of Dividend which remained unpaid / unclaimed for a period over 7
years has been transferred by the Company to the Investor Education & Protection Fund
(IEPF). Therefore, no claims shall lie against the fund or the Company and no payment
shall be made regarding such claims
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT -9, for th^ Financial Year 2016-17 has been
enclosed with this report as Annexure 1.
MEETINGS
During the year under review, four meetings of the Board of Directors, four meetings of
the Audit Committee, and one meeting of the Independent Directors were held. Details of
the meetings are given in detail in the Corporate Governance Report which forms a part of
this Annual Report.
MANAGEMENTS DISCUSSION AND ANALYSIS
Managements Discussion and Analysis for the year under review is presented as a
separate report constituting this Annual Report. .
PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), disclosure on particulars relating to Loans,
advances Guarantees and Investments are provided as part of financial statements.
PARTICULARS OF 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 under review; the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions made by the Company with
Promoters, Directors and KMPs which may have a potential conflict with the interest of the
Company at large.
The Policy on materiality of related party transactions and dealing with related party
transactidns as approved by the Board may be accessed on the Companys website at the
link:
http://www.todavs.co.in/fiies/documents/Policv-on-Materialitv-of-RPTs-and-dealing-with-RPTs.Ddf
The Details of transactions with Related Parties are provided as Notes to Financial
Statement forming a part of this Annual Report.
CORPORATE GOVERNANCE .
Your Company has always endeavoured to adhere to high standards of Corporate Governance
and ensured its compliance . both in spirit and in law. The report on Corporate Governance
as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 forms an integral part of this Report. The requisite certificate from the Auditors of
the Company confirming compliance with the statutory corporate governance requirement is
attached to the report on Corporate Governance.
SUBSIDIARIES AND ASSOCIATES
The Consolidated Financial Statements of your Company and its Subsidiaries prepared in
accordance with the relevant Accounting Standards of the Institute of Chartered
Accountants of India, duly audited by the Statutory Auditors, forms part of the Annual
report and are reflected in the Consolidated Accounts.
In Accordance with section 129(3) of the Companies Act, 2013, a statement containing
salient features of the financial statements of the subsidiary companies in Form AOC-1 is
provided as Annexure 2 to this report.
The Company has the following Subsidiaries as at 31st March, 2017:
Todays Stationary Mart Limited
This Company has ceased all operations since financial year 2012-13 and as such there
is no activity. Eventually we will apply for closing of the Company and striking the name
of the Company to Registrar of Companies. .
Todays Infrastructure and Construction Limited
No fresh projects are being undertaken in view of the liquidity constraints faced by
the Company.
Todays Petrotech Limited
During the year under review, the Company settled the dues of ICICI bank. There is not
much of activity in the company and the Management is trying to evolve a viable business
model to recoup the losses.
Todays Fluid Technologies Limited .
As per Section 560 of the Companies Act. 1956, the Company has been struck off from
Register of Companies w.e.f 02.10.2016 under the Fast Track Exit Mode land the said
Company is dissolved.
RISK MANAGEMENT POLICY
The Board has adopted a policy on risk management to mitigate inherent risks and help
accomplish the growth plans of the Company. Accordingly, various potential risks relevant
to the Company have been identified by the Company and the audit . committee and the Board
reviews the same periodically and suggest measures to mitigate and control these risks.
Broadly, the following risks are identified as risk which should be regularly discussed
and mitigating steps to be taken even though they may not be of a nature which threatens
the existence of the Company:
Market Risk
Financial Risk .
Exchange Risk
Macro and micro economic Risk
Political Risk especially in export markets ;
Risk due to civil and military disturbances and natural calamities.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) In terms of the provisions of the Companies Act, 2013, Mr. Rajesh Drolia (DIN:
00118827) , Chairman fit Director of the Company, retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment-
B) Mr. Ronald Netto, Managing Director tendered his resignation from the Directorship
of the Company w.e.f. 30th March,
2016. The Board has placed on record its appreciation for the contribution made by Mr.
Ronald Netto during his tenure of office. .
C) The Company has received declarations from all the Independent Directors of the
Company, confirming that they meet with the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. None of the Directors are
disqualified from being appointed as Directors as specified in section 164 of Companies
Act, 2013.
D) The profile of Directors seeking appointment/ re-appointment forms part of the
Notice calling the Annual General Meeting.
E) The Company has adopted a Policy on Directors appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3). The remuneration paid to the
Directors is as per the terms laid out in the Nomination and Remuneration policy of the
Company.
EVALUATION OF THE BOARD AND OF THE DIRECTORS .
In compliance with the Companies Act 2013, the performance evaluation of the Board and
that of its Committees and Individual Directors have been carried out during the year
under review.
The evaluation of performance was done by rating each individual director on 8
established attributes pertaining to his participation at the Board Meetings and the
effectiveness of his participation. Similarly, performance of the Board and its
Committeesas a whole was done by evaluating the performance against the goals set for the
Company.
The Independent Directors, in their separate meeting, conducted evaluation of
performance of all non-independent directors and of the Board as a whole. At the same
meeting, the Independent directors have also evaluated the performance of the Chairman of
the Board. The Board in their meeting succeeding the separate meeting of Independent
Directors noted the inputs given by the Independent Directors. The Board of Directors
further conducted evaluation of every Individual Direttor (including Independent
Directors) and of the Board as a whole.
DIRECTORSRESPONSIBILITY STATEMENT
Your Directors state that:
a. in the preparation of the annual accounts for the year ended March 31, 2017, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
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 losses 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. .
REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the details of the remuneration given to the Directors and Key
Managerial Personnel is provided in the Annual Report. None of the other employees of the
Company draw remuneration in excess of the limits set out in the said rules. None of the
Directors receive remuneration or commission from subsidiaries of the Company. .
DETAILS OF SIGNIFICANT ft MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL
During the year under review, there were no significant and material orders passed by
the Regulators or Courts of Tribunals in favour or against your Company.
DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of
Deposit) Rules, 2014.
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 weakness in the design or operation was observed.
STATUTORY AUDIT ft AUDITORS
M/s. Ajay Shobhaa Co., Chartered Accountants will complete their term of 10 years at
the conclusion of the Annual General Meeting in 2017. The company as part of rotation of
Auditors is in process to appoint a statutory auditor. The Company has pending dues to be
paid to the Auditor. The Auditor is not in a position to give the NOC for appointment of a
new Auditor pending payment of his dues. Hence, it has been decided that a separate Extra
ordinary general meeting shall be held for appointment of Auditor at a later stage
SECRETARIAL AUDIT
The Board had appointed M/s. Hitesh Buch & Associates, Company Secretaries, 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, marked as Annexure 3 to this
Report.
AUDIT COMMITTEE
The Audit Committee comprises of Ms. Shilpa Joshi (Non-executive Independent Director),
Chairperson of the committee, Mr. Shreedhar Parande (Non-executive Independent Director),
and Mr. Rajesh Drolia, Chairman & Non-Executive Director of the Company.
All recommendations made by the Audit Committee were accepted by the Board of Director.
Reply to the "Emphasis Matter" of the statutory audit report Statutory
Auditor Coins Concern
Your Company is declared sick industrial concern and advised to submit rehabilation
scheme by BIFR to operating agency. In the meantime SICA 1985 has been repealed w.e.f.
01/12/2016 and all the Companies who were in BIFR had been advised to file fresh
application with NCLT with six months. Your Company now proposes to file new petition
before NCLT soon St hopeful to get positive & progressive resolution plan from
Committee of Creditors(COC) and get positive & progressive resolution plan from COC
and the Company will revive and grow in coming years.
Confirmation of Balances
The Auditor has stated that the confirmation of balances from debtors, creditors,
advances, secured and unsecured lenders etc. are generally not received. The Company calls
for confirmations and many of the parties do not respond. The parties being associated
with the Company for a long while, their accounts are periodically reconciled. Hence, the
balances reflect a true and fair view of the assets and liabilities.
Provision of interest
Under the current scenario where the Company has entered in to a broad settlement with
the secured lenders and are in the process of commencing negotiation with other lenders
the provision of interest does not affect the materiality of the profitability of the
Company as these interests will be reversed once the settlement amount is fully paid to
the lenders. Hence, the Company has continued with interest provisioning based on the
earlier agreement with the lenders under the CDR mechanism.
Accounting of. Employee benefits and Gratuity
The Company is not accounting these benefits on an accrual basis and is settled as and
when an employee leaves the organization.
The impact of such a mechanism is minimal and not material and hence it is not being
accounted for on an accrual basis.
Regular deposit of statutory dues
In the annexure to the Auditors report vide clause vii(a)and (b) it has been stated
that the Company has not deposited undisputed dues of Provident fund, income tax, service
tax , salgs tax, excise duty and VAT etc. on time and there are serious delays. Your
directors wish to state that at every board meeting these are periodically reviewed and
every effort is made to reduce the same. The primacy of cash flow allocation in a sick
Company is to ensure that the earnings are increased so that the statutory dues are paid
at the earliest. Any cash flow surplus is used as a matter of policy to first clear
statutory dues. The promoters have to the extent possible infused funds to clear statutory
liabilities based on decision of the Board.
Reply to the "Observations" of the secretarial audit report . .
Appointment of Company Secretary
The Secretarial Auditor has stated that the Company has not appointed a Company
Secretary per-the requirements of section 203 of Company Act, 2013. Your Directors wish to
state that your Company is a sick Company and after the resignation of the existing
Company Secretary WEF 17th March 2015 we couldnt find a suitable person who would fit in
to the budget of the Company. Hence, in order to ensure smooth functioning and ensure
compliance we have appointed a qualified Company secretary as a Compliance officer and
would be training her to assume the role of the Company Secretary in due course. In the
meantime, the Company will explore the option of getting a suitable person to the post
within the budget constraints of the Company. .
Filing of form DPT-4
The Company is of the considered opinion that the outstanding liabilities in the name
of the Promoters of the Company are a ‘fait accompli ‘situation due to the sale
of pledges shares of the promoters by the lenders to recover their dues. Hence, it is not
a proactive action by the Company in seeking deposit from the promoters. Further, the
amount infused later by the promoters are for meeting the working capital needs of the
Company and would eventually form a part of the promoters contribution stipulation as per
the guidelines issued by BIFR (Repealed) for rehabilitating the Company. The relevant
explanation has been made in the note no 44 to accounts.
The amounts referred to above are brought in by the promoters/directors in addition to
the amount that is owed to them by the Company due to sale of shares by the lenders are
exempted deposits under clause 2(1)(viir) and 2(1)(xiii) of The Companies (Acceptance of
Deposits) Rules , 2014 and as such there is no requirement of filing form DPT4. . .
WHISTLE BLOWER POLICY/VIGIL MECHANISM .
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To . maintain these standards, your Company has adopted a
Whistle Blower Policy to provide a mechanism for the directors and employees to report
genuine concerns about any unethical behaviour, actual or suspected fraud or violation of
your Companys Code of Conduct. The provisions of this policy are in line with the
provisions of section 177 of the companies Act and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy can
be accessed on your Companys website at the link: http://www.todavs.co.in/files/documents/Whistle-Blower-Policv.pdf
.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE .
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition t Redressal) Act, 2013 and
Rules made thereunder, your Company has constituted Internal Complaints Committees
(ICC). No complaint has been received by the committee till date.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
The Company has adequate system of energy conservation with the requisite equipment and
installations to conserve the energy resources and to avoid wastage with continuous
improvements in the production process. The Companys working staffs has adopted energy
efficient working habits. No capital investment was made on upgradation, purchase or
installation of energy conservation equipments. ,
B. Technology Absorption:
The technology required for the operation of business of the Company has already been
absorbed. No technology was imported during the last three years..
Expenditure incurred on research and development.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
|
. On behalf of the Board of Directors |
|
For Todays Writing Instruments Limited |
|
Sd/- |
| Date: 12.08.2017 |
Rajesh KumarDrolia |
| Place: Mumbai |
Chairman |
+91-9892691696
