Dear Shareholders,
Your Directors have pleasure in presenting their 45 th Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31,
2016.
1. Financial summary or highlights/Performance of the Company (Standalone)
(Rs. in lacs)
Particulars |
2015-2016 |
2014-2015 |
Net Sales |
4652.77 |
3893.33 |
Profit /(Loss) Before Interest and Depreciation |
(137.02) |
(2968.20) |
Finance Charges |
1.59 |
0.84 |
Gross Profit/(Loss) |
(138.61) |
(2969.04) |
Provision for Depreciation |
1001.21 |
1922.50 |
Exceptional Item |
3595.53 |
13229.53 |
Net Profit /(Loss) Before Tax |
(4735.35) |
(18121.09) |
Provision for Tax |
(8.65) |
(47.39) |
Net Profit/(Loss) After Tax |
(4726.70) |
(18073.70) |
2. Brief description of the Company's working during the year/State of Company's affair
During the year under report, your Company has registered Net Sales of Rs.46.53Crores
in comparison to Rs.38.93 Crores for the financial year 2014-15 depicting an increase of
19.52 % YOY basis.
Your company has registered itself with Board for Industrial & Financial
Reconstruction (BIFR) on 18 th November 2014 as a Sick Company pursuant to provisions of
the Sick Companies (Special Provisions) Act, 1985 seeking revival of the company. Hearing
before BIFR is going on and it is expected to take some time till final revival of the
unit will take place or any other plan to revive the company will be implemented.
3. Change in the nature of business, if any
There is no change in the nature of business.
4. Dividend
In view of loss, your Board is not in a position to declare any dividend for the
financial year 2015-16.
5. Reserves
Pursuant to huge losses incurred by the Company its net worth got eroded in consequence
thereof and was forced to registered with BIFR, Delhi for its revival.
6. Change of Name
There is no change in the name of the Company.
7. Share Capital
Your Company has not issued any fresh or further capital during the financial year
under report. The paid up capital of the Company is Rs.1876.04 Lakhs.
8. Directors and Key Managerial Personnel
Ms. Pooja Kapur and Mr. K K Taneja, Directors have resigned from the Board of Directors
of the Company on 15th Sept 2015 and 18 th November 2015 respectively.
Mr. G C Narang and Mr. S M Khorana, Independent directors will be reappointing as
directors w.e.f.1.10.2016.
9. Meetings
During the financial year ended 31 st March 2016, five Board Meetings were held. The
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
10. Board Evaluation
Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act,
2013 and conditions of Corporate Governance, the Independent Directors in their separate
meeting held on 31 st March 2016 reviewed the performance of the members of the Board
including the chairman and took note of the difficulties being faced by the company on
different front.
The company has not been able to appoint requisite number of directors on the board
since the company is registered with BIFR and have been facing so many legal issues.
However, the existing directors expressed satisfaction for the efforts being made by
the chairman to revive the company.
11. Declaration by an Independent Director(s) and re- appointment, if any
Your directors would like to confirm that all Independent Directors of the Company have
given their declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015.
12. Remuneration Policy & Particulars of Employees:
The Board has to, on the recommendation of the Nomination & Remuneration Committee,
appoint directors, if any, and to decide remuneration along with senior personnel's. A
separate note has been given in the Corporate Governance Report.
Managerial Remuneration & Particulars of Employees:
No Remuneration was drawn by all Non-executive and Executive Director during the year
except some reimbursement by Executive Director.
Since no remuneration except reimbursement has been drawn either by Managing Director
or any other Director, provisions of Sub section 12 of Section 197 is not applicable to
us.
However, the information required pursuant to Section 197 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the
Act, the Report and financial statements are being sent to the members and others entitled
thereto, excluding the information on employees particulars which is available for
inspection by the members at the Registered Office of the Company during business hours on
working days of the Company upto the date of the ensuing Annual General Meeting. If any
Member is interested in obtaining a copy thereof, such Member may write to the Company in
this regard.
Particulars of Employees
Sub Rule 2 of Rule 5 of Companies (Appointment & Remuneration of Managerial
Personnel) 2014 is not applicable to us as no employee falls into this category.
13. Details of Subsidiary/Joint Ventures/Associate Companies
There is no Subsidiary/Joint Ventures/Associate Companies related to the Company.
14. Auditors
The Auditors, M/s S C Garg & Associates, Chartered Accountants, New Delhi retire at
the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment
for a period of one year from the conclusion of this Annual General Meeting [AGM] till the
conclusion of next AGM.
15. Auditors' Report
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not
call for any further comments.
Regarding observation made by the Auditors regarding non-provisioning of interest on
Working Capital and Term Loans being availed by the company at present, such stand has
been taken by the Management as per the relevant Circulars of Reserve Bank of India which
debars banks for charging interest on NPAs Accounts. However, Banks are free to book
interest in their memorandum account but in our case as all the Bank Accounts have turned
into NPA and all the represented assets against such liabilities wiped out. The Management
has decided not to make provision for interest in the books as the Company is not in a
position to pay any interest.
Regarding concern of the Auditors for the company as a going concern against
non-availability of Assets against current liabilities, the management has kept the value
of Assets at book value & not at market value which in the opinion of the management
will be just sufficient to cover the liabilities of the company. Further, hair cut in
liabilities related to Banks / Vendors is expected while compromising dues with the
Company under one time settlement under any probable scheme of arrangement with
lenders/vendors in the future. The Management is hopeful of getting such proposals through
and discussions are at advance stage with some lenders/venders.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. D K Dubey &
Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the
Company. The report of the Secretarial Auditor is enclosed to this report. The relevant
observations made by the Secretarial Auditor in its report is self-explanatory and do not
call for any further comments in the light of company presently registered with BIFR.
17. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established.
18. Risk management policy
Pursuant to the requirement of Applicable SEBI (LODR) Regulations 2015 the Company has
constituted a Risk Management Committee. The details of Committee and other details are
also set out in the Corporate Governance Report forming part of the Board's Report.
19. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act,
2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014,
an extract of annual return in MGT 9 as a part of this Annual Report as Annexure
I .
20. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future
As the Company has registered itself with BIFR, certain legal proceedings against the
Company have been stopped in view of the provisions of Section 22 of SICA (Special
Provisions) Act 1985.
The Assets of the company at Faridabad & Bhiwadi were acquired symbolically by the
consortium of Banks and Financial Institutions on 1 st February 2016 and 29 th April, 2016
respectively. However, Banks & Financial Institution have allowed to operate the
Bhiwadi plant for the time being so as to further any scheme of arrangement with Banks /
Vendors could be fructified to dispose off the liabilities of the company.
21. Deposits
During year under report your Company has not accepted/invited any Deposits.
22. Particulars of loans, guarantees or investments under section 186
There is nothing to report under the above mentioned clause.
23. 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
No material changes except the acquisition of Physical assets symbolically by
Banks/Financial Institutions have occurred after the closure of the financial year and to
the date of report which affects the financial position of the Company.
24. Details in respect of adequacy of internal financial controls with reference to
the Financial Statements.
The Company has made adequate arrangements for internal financial controls with
reference to the Financial Statements.
25. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements to be entered into by the Company
with related parties referred to in sub-section (1) of section 188 of the Companies Act,
2013 including arm's length transactions have been entered into.
26. Corporate Governance Certificate
A certificate from a practicing company secretary regarding compliance of
conditions of corporate governance as pursuant to SEBI (LODR) Regulations, 2015 is annexed
with the report.
27. Management Discussion and Analysis
As required the Management Discussion and Analysis Report is enclosed as a part of this
report.
28. Obligation of company under the sexual harassment of women at workplace
(Prevention, prohibition and redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
Your Board has took note of the same and is determined to prevent any such complaints.
We believe in providing dignified environment to working ladies. However, pursuant to
shifting of plant to a remote area, lady staffs have left the Company.
29. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
1. Conservation of energy
The Company is continuously putting its efforts to improve Energy Management by way of
monitoring energy related parameters on regular basis. It is putting best endeavor to
reduce energy consumption in all its operations and activities.
Energy Conservation Measures Taken
1) Energy efficient LED lamps installed in Production Halls.
2) Strict Administrative measures have been adopted to save/control the utilization of
electricity by switching off the Lamps & Fans before & after the Production &
duty timings.
Information pursuant to Section 217(1)(e)of the Companies Act, 1956.
A. Conservation of Energy:
Power & Fuel Consumption |
2015-16 |
2014-15 |
a) Electricity purchased Units (KWH) |
176017 |
202478 |
Total Amount (Rs.) |
19,53,793 |
22,41,877 |
Rate/Unit (Rs. KWH) |
11.10 |
11.07 |
b) Own Generation through Diesel |
25171 |
18766 |
Generators Units (KWH) |
|
|
Total Amount (Rs.) |
302046 |
223992 |
-Diesel oil per litre (Rs.) |
55.93 |
53.33 |
-Cost per unit (Rs.) |
12.00 |
11.93 |
(Diesel Cost only) |
|
|
Total Electricity consumed (units) |
201188 |
221244 |
Total Production (units) |
310622 |
318324 |
Electricity consumption (per unit) |
0.65 |
0.69 |
2. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION A. Research & Development (R
& D)
Due to shifting of machinery from Faridabad to Bhiwadi & other issues, no special
initiative was taken for Research & Development. However, some testing of products are
being carried out at Bhiwadi Plant.
B. TECHNOLOGY ABSORPTION
No initiative could be taken on this front also.
Additional investment & proposals, if any, for reduction of conservation of Energy
Since our company has recently shifted to Rajasthan and incurred huge losses, the
Company is not in a position to make any additional investment in this regard.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO
|
2015-16 |
2014-15 |
Total foreign exchange earned and used |
|
|
1. Foreign Exchange Earned |
0 |
0 |
2. Foreign Exchange Outgo: |
|
|
i) Raw Materials (CIF) |
0 |
0 |
ii) Travel |
|
1,980,710 |
iii) Others |
|
11,977,856 |
Total |
|
13,958,566 |
30. 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 have been followed along with proper explanation relating to material
departures;
(b) Such accounting policies as mentioned in the notes to the financial
statements have been selected 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 31 st March 2016 and the profit and loss of the company
for the financial year ended 31 st March 2016;
(c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis; and
(e) Proper internal financial controls have been followed by the company and that
such internal financial controls are adequate and were operating effectively and
(f) proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
REGARDING PROVISIONS OF LISTING AGREEMENT DURING FY 2015-16
31. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years.
Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
32. Listing with Stock Exchanges:
The Company has not been able to pay the Annual Listing Fees for the year 2016-2017 to
NSE and BSE where the Company's Shares are listed. Meanwhile, due to some non-compliance
security of the company got suspended for trading on the stock exchanges.
33. Acknowledgements
The Directors express their gratitude to all the Concerned Stakeholders for their
co-operation extended to the Company.
|
For and on behalf of the Board of Directors |
Place:New Delhi |
Vijay Krishan Mehta |
Date: 18.10.2016 |
Chairman & Managing Director |
Annexure - II
FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis. -
Not Applicable
SL. No. |
Particulars |
Details |
a) |
Name (s) of the related party & nature of relationship |
|
b) |
Nature of contracts/arrangements/transaction |
|
c) |
Duration of the contracts/arrangements/transaction |
|
d) |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
|
e) |
Justification for entering into such contracts or arrangements or transactions |
|
f) |
Date of approval by the Board |
|
g) |
Amount paid as advances, if any |
|
h) |
Date on which the special resolution was passed in General meeting as required under
first proviso to section 188 |
|
2. Details of contracts or arrangements or transactions at Arm's length basis.
SL. No. |
Particulars |
Details |
a) |
Name (s) of the related party & nature of relationship |
Macas Automotive a Firm of Directors Relative |
b) |
Nature of contracts/arrangements/transaction |
Supply of Auto parts required for Manufac turing of Clutches |
c) |
Duration of the contracts/arrangements/transaction |
Two years |
d) |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
90 Days Payment basis |
e) |
Date of approval by the Board |
18.10.2016 |
f) |
Amount paid as advances, if any |
No |
For Clutch Auto Limited
Vijay Krishan Mehta
Managing Director
|