Dear Members,
The Directors have pleasure in presenting the Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
31st March, 2015.
1. FINANCIAL RESULTS:
(Amount in Rs)
Particulars 31-03-2015 31-03-2014
Total Income - -
Total Expenses (52,32,876) (2433175)
Prior Period Items (1,04,28,155) 0
Profit (Loss) before Tax (1,56,61,031) (2433175)
Less: Provision for Tax - -
Profit (loss) after Tax (1,56,61,031) (2433175)
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.24.33 lacs to
Rs.156.61 lacs 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 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,
Mr. Dilip Shah (DIN:02659382) 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. Saurabh Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi were
appointed as an Independent Director on the Board of the Company in the
Annual General Meeting held on 30th September, 2014 to hold office for
a term upto the conclusion of the next Annual General Meeting of the
Company in the calendar year 2015.
In terms of section 149 of the Companies Act, 2013, Mr. Saurabh
Kothari, Mr. Ramesh Patel and Mr. Keyur Sanghvi 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 March 31, 2016.
In the opinion of the Board, Mr. Saurabh Kothari, Mr. Ramesh Patel and
Mr. Keyur Sanghvi 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 clause 49 of the Listing Agreement, 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 Clause 49 of the
Listing Agreement with the Stock Exchange.
13. MEETINGS OF BOARD AND COMMITTEES:
Board of Directors:
The Board of Directors met 6 (six) times during the financial year
ended 31st March 2015 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:
30th May, 2014, 14th August, 2014, 14th November, 2014, 6th February,
2015, 13th February and 18th March, 2015
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 within
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, 2015, 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. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):
Your Company has funds amounting to Rs. 81,927/- lying unpaid or
unclaimed for a period of seven years. This amount is under
reconciliation and will be transferred to Investor Education and
Protection Fund (IEPF) pursuant to the provisions of section 125 of the
Companies Act, 2013 read with relevant rule, if any, applicable.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and
also the Board for their approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions, which are of a foreseen and
repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted are audited and a statement giving details of all
related party transactions is placed before the Audit Committee and the
Board of Directors for their approval on a quarterly basis.
The transactions with the related parties are disclosed in the 'Notes
on Accounts forming part of the Annual Report'.
18. CASH FLOW STATEMENT:
In conformity with the Accounting Standard - 3 issued by the Institute
of Chartered Accountants of India and the provisions of Clause 32 of
the Listing Agreement with the BSE Limited, the Cash Flow Statement for
the year ended March 31, 2015 is annexed to the accounts.
19. 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.
20. 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
21. CORPORATE GOVERNANCE:
As per clause 49 of the Listing Agreement with the Stock Exchange, the
report of the Corporate Governance and the Certificate of the
practicing Company Secretaries by Dolly J Mehta in respect of
compliance thereof is enclosed herewith as Annexure I and forming part
of this report.
22. 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.
23. 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
24. RISK MANAGEMENT POLICY
Pursuant to the requirement of Clause 49 of the Listing Agreement, 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 Board's Report.
25. 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.
26. 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.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size,
scale and complexity of its operations.
28. 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
29. AUDITORS:
Statutory Auditor:
M/s Batliboi & Purohit, Chartered Accountants will retire at the
forthcoming Annual General Meeting and have expressed their
unwillingness to continue as Auditors of the Company if appointed.
M/s. Kriplani Milani & Co. Chartered Accountants, 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 2014-15. The Secretarial Audit
Report (e-form MR-3) is annexed herewith as
30. 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 cocern 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 could not able to file
any forms with the Registrar of companies, Maharashtra, Mumbai. The
company has initiated necessary steps to change the status from dormant
to Active. 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 amount of Rs. 81,927/ - is lying unpaid or unclaimed for a period
of seven years. This amount is under reconciliation and will be
transferred to Investor Education and Protection Fund (IEPF) pursuant
to the provisions of section 125 of the Companies Act, 2013 read with
relevant rule, if any, applicable
The notes on financial statements referred to in the Auditors Report
are self - explanatory and do not call for any other comments.
31. 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.
32. 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.
33. SUBSIDIARIES:
The Company has no subsidiaries
34. 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.
35. 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.
The trading in shares of the Company has been commenced w.e.f. 13th
January, 2015 and accordingly BSE Limited has revoked the suspension in
trading of shares of the company.
Your Directors at the meeting held on 6th February 2015 had forfeited
20,85,631 Equity shares for non-payment of Allotment/ call money.
Further, your Directors at the meeting held on 18th March, 2015
allotted 2,03,28,631 equity shares of Re. 1/- each at par on conversion
of Debts into Equity Shares to promoters pursuant to the resolution
passed at the Court Convened Meeting by the Shareholders of the Company
on 2nd June 2012 and the Scheme of Arrangement duly sanctioned by the
Hon'ble High Court of Bombay vide its order dated 3rd August, 2012
pursuant to the provisions of Section 100, 391 and 392 of the Companies
Act, 1956 and in accordance with the provisions of the Companies Act,
1956/2013.
36. 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.
37. 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.
38. 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
Chairman
Place: Navi Mumbai
Date: 01.09.2015
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