DIRECTOR'S REPORT To, The Members of BARODA EXTRUSION LIMITED Your 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. 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. ANNUAL RETURN 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. 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. 2) Nomination & Remuneration Committee The Company has re-constituted Nomination & Remuneration Committee and presently the Remuneration committee comprises of 3 (Three) Directors. 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 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 SD/- Parasmal Kanugo Managing Director DIN: 00920021 Date: - 30-05-2015 Place: - Vadodara |