| Dear Members,
The Directors have pleasure in presenting the 24th Director's 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, 2015.
FINANCIAL HIGHLIGHTS (Amount in Rs.)
Particulars Year ended Year ended on
on 31-3-2015 31-3-2014
Revenue from Operations & Other Income 23,94,16,443 48,26,57,411
Less: Total Expenditure 25,91,48,975 54,58,76,614
OPERATING PROFIT (1,97,32,532) (6,32,19,203)
Less: Finance Costs 35,139 1,29,830
GROSS PROFIT/LOSS FOR THE YEAR (1,96,97,393) (6,30,89,373)
Less: Depreciation and
Amortization expense 15,66,594 14,83,767
PROFIT/LOSS FOR THE YEAR (1,81,30,799) (6,16,05,606)
Less: Provision for Taxation 0 0
Less: Deferred Tax Liability 59,484 (3,77,785)
Less: Tax Adjustment of Previous Year 53,53,715 0
PROFT AFTER TAX (2,35,43,998) (6,12,27,821)
STATE OF COMPANY'S AFFAIRS
During the year under review, the total income of the Company was Rs.
23,94,16,443 against Rs. 48,26,57,411 in the previous year. The
Company has occurred a loss after tax of Rs. 2,35,43,998 compared to
Rs. 6,12,27,821 in the previous year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
This Annual Report contains a separate section on the Management
Discussion and Analysis as ANNEXURE: - I, which forms part of the
Directors' Report
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013
For the financial year ended 31st March, 2015, the Company has not
transferred any amount to General Reserve Account.
DIVIDEND
Your Directors do not recommend any dividend for the year ended on 31st
March, 2015.
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.
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II
for your kind perusal and information.
DIRECTORS
Mr. Parasmal Kanugo has appointed as Managing Director on remuneration
as decided in 24th Annual General Meeting held on 30th August, 2015 for
term of three years with effect from 1st August 2015 till 31st August,
2018
As per Section 152 of the Companies Act, 2013, Mr. Parasmal Kanugo
Director of the Company, retire by rotation at the ensuing Annual
General meeting and offers himself for re-appointment.
Mr. Parasmal Kanugo is also director of M/s. Challenger Systems (India)
Private Limited & M/s. Giri Prime Housing and Properties Private
Limited.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the
Financial Year 2014-15
No. of Directors
SN Date of Meeting Board Strength Present
1 30-05-2014 3 3
2 14-08-2014 3 3
3 12-11-2014 3 2
4 14-02-2015 3 3
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 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.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meets the criteria of independence as provided
under section 149(6) of the Companies Act, 2013.
AUDITORS' REPORT
1) Independent Auditors Report
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
2) Secretarial Audit Report
Pursuant to provision of Section 204(1) of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 your Company has appointed M/s. K H RAO & Co.,
Practicing Company Secretaries to Conduct Secretarial Audit of your
Company.
Secretarial Auditor's observation and Management's explanation to the
Auditor's observation - The Director refers to the Auditor's
observation in the Secretarial Audit Report and as required under
Section 204(1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report.
The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to
this report.
COMMITTEES OF THE BOARD
During the year, in accordance with provisions of Companies Act, 2013,
the Board of Directors of the Company has constituted/re constituted
following 3 committees:
1) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect of auditing and accounting
matters. It also supervises the Company's financial reporting process.
The Audit Committee Comprises of 3 Directors. The Chairman of the Audit
Committee is a Non-executive and Independent Director. The Composition
of the Audit Committee is as under:
The Company's Nomination and Remuneration Committee comprises of two
Non-executive Directors and one Managing Director. The table sets out
the composition of the Committee:
Position held in Category of
Name of the Director the Committee the Director
Mr. Kesarichand Shah Chairperson Independent Director
Ms. Rina G. Patel Member Independent Director
Mr. Parasmal Kanugo Member Managing Director
2) Nomination & Remuneration Committee
The Company has re-constituted Nomination & Remuneration Committee and
presently the Remuneration committee comprises of 3 (Three) Directors.
Position held in Category of
Name of the Director the Committee the Director
Mr. Kesarichand Shah Chairperson Independent Director
Ms. Rina G. Patel Member Independent Director
Mr. Parasmal Kanugo Member Managing Director
3) Stakeholder Relationship Committee
The Board of Directors of the Company has renamed its
'shareholders'/Investors Grievance Committee' as Stakeholder
Relationship Committee consisting of three members chaired by non
executive Director. The Committee, inter-alia, deals with various
matters relating to:
Position held in Category of
Name of the Director the Committee the Director
Mr. Kesarichand Shah Member Independent Director
Ms. Rina G. Patel Chairperson Independent Director
Mr. Parasmal Kanugo Member Managing Director
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 2015:
SN Date of Particular/Purpose/ Amountof
Transaction Nature of Transaction Transaction
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, 2015 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
2014-15 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.
KEY MANAGERIAL PERSONNEL
During the year under review, following persons held position of Key
Managerial Personnel of the Company in compliance with the provisions
of Section 203 of the Companies Act, 2013.
Mr. Parasmal Kanugo - Managing Director
Remuneration and other details of the Key Managerial Personnel for the
financial year ended 31st March, 2015 are mentioned in the Extract of
the Annual Return which is attached to the Directors' Report.
PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. A statement containing particulars
of employees pursuant to section 134 (3) (q) of Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- IV
REPORT ON CORPORATE GOVERNANCE
In compliance with the provision of Clause 49 of the Listing Agreement,
a separate report on Corporate Governance is annexed herewith as
ANNEXURE: - V to this report. And Certificate from Managing
Director/CEO issued in accordance with the provisions of Clause 49 of
the Listing Agreement is annexed herewith as ANNEXURE: - VI
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
SN NAME AND ADDRESS CIN/GLN HOLDING/ % OF SHARES
OF THE COMPANY SUBSIDIARY HELD
ASSOCIATE
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of
activities undertaken by the company during the year under review.
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.
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: - 30-05-2015 SD/-
Place: - Vadodara
Parasmal Kanugo
Managing Director
DIN: 00920021
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