Mar 31, 2015
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
Mar 31, 2013
The Directors take pleasure in presenting their Twenty Second Annual
Report of the business and operations of the company together with the
Audited Accounts for the financial year ended st 31 March 2013:
FINANCIAL RESULTS :
(Rs. in Lacs)
Year ended on Year ended on
31-03-2013 31-03-2012
Total Income 5489.05 14520.51
Operating Expenses before
Depreciation & Financial 61734.07 14316.70
Charges
Profit / (Loss) before depreciation
& finance Charges (698.27) 203.81
Less / add :
Finance Charges 641.30 463.90
Depreciation & Write Off 31.66 31.23
Operating Profit/ (Loss) for the year (1357.31) (291.32)
Less: Prior period Adjustments
Tax Expense
Deferred Tax Liability (3.90)
Profit/(Loss) for the year (1359.34) (287.42)
DIVIDEND:
In view of loss during the year under review, your Directors do not
recommend any dividend for the year.
OPERATIONS:
During the year under review, the manufacturing sales has decreased
drastically as compared to previous year 2011-12. The decline in sales
is mainly attributed to overall economic slowdown in the country.
The company could not achieve the desired level of net margin due to
heavy interest burden as well as underutilization of the existing
manufacturing capacity. Your directors are hopeful of achieving a
steady growth in sales and job work activity and resultant net margin
in the years to follow.
DIRECTORS :
Mr. Parasmal Bhagraj Kanugo is retiring by rotation and seeking
reappointment. The brief resume of Mr. Parasmal Bhagraj Kanugo has been
enumerated in the Corporate Governance forming part of this report.
FIXED DEPOSITS:
The company has not accepted any deposits as defined under Section 58-A
of the Companies Act read with Companies (Acceptance of Deposit) Rules
1975 during the year under review, except unsecured loans from parties.
AUDITORS:
M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Baroda
the auditors of the Company, shall retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have furnished a certificate to the effect that their proposed
re-appointment if made, will be in accordance with sub-section (1B) 224
of the Companies Act, 1956. You are requested to appoint them and
authorize your Directors to fix their remuneration.
AUDITORS'' REPORT:
With reference to qualification of auditors relating to maintenance of
accounts under ''Going Concern Basis'' in spite of accumulation of loss
exceeding the Capital, the Company will take necessary steps in this
direction soon. With reference to dues of SICOM Ltd., the Company is
under process of negotiation & after due advise necessary steps will be
taken. The Company is hopeful for recovery of doubtful debts in near
future and hence not made provisions for the same. The Company will
take necessary steps for implementation of retirement benefits as per
AS 15.
With reference to physically verification of fixed assets & inventory,
your company states that it has started the process of implementing
during current financial year. The company has implemented the system
of internal control procedure commensurate with the size of the company
in current financial year. The Company has appointed firm of cost
auditors and cost accountants for ensuring compliance for maintenance
of cost records.
AUDIT COMMITTEE:
During the year the audit committee meetings were conducted as per the
provisions of Listing Agreement with the Stock Exchanges. Details about
the functioning of the committee, is enumerated in the Corporate
Governance forming part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state that:
a) in preparing the Annual Accounts, applicable Accounting Standards
have been followed and there are no material departures ;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as at give a true and fair view of the state of affairs
of the Company as at the end of the Financial Year and of the profit of
the Company for that period.
c) the Directors have taken proper and sufficient care to the best of
their knowledge and ability 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 of the Company on a
going Concern basis.
CORPORATE GOVERNANCE:
In pursuance to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Management Discussion and
Analysis Report are given elsewhere and form a part of this Report.
PERSONNEL:
None of the employee is in receipt of remuneration in excess of the
ceiling, as prescribed under Companies (Particulars of Employees) Rule,
1975 and hence information as required under section 217(2A) read with
Companies (Particulars of Employees) Rule, 1975 and hence the details
are not mentioned.
MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
The particulars of Conversation Energy, Technology Absorption and
Foreign Exchange Earning and Outgo prescribed by the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished in the Annexure to and forming part of this report.
The company has not earned nor spends any amount of foreign exchange
during the year.
INSURANCE:
All the Plant, Machineries, Buildings and Movable assets are adequately
insured.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for
valuable timely financial assistance received from SICOM Ltd, Mumbai.
Your Directors also wish to note the dedicated services of all the
officers and employees of the Company.
Registered Office: By order of the Board of Directors
Survey No. 65 Â 66, For Baroda Extrusion Limited
Village Garadiya,
Jarod  Samlaya Road,
Taluka - Savli, Dist. Â
Vadodara. Sd/-
Date: May 30, 2013 Parasmal Kanugo
Chairman & Managing Director
Mar 31, 2012
To, The Members of BARODA EXTRUSION LIMITED
The Directors take pleasure in presenting their Twenty First Annual
Report of the business and operations of the company together with the
Audited Accounts for the financial year ended 31st March 2012:
FINANCIAL RESULTS :
(Rs. in Lacs)
Year ended on Year ended on
31-03-2012 31-03-2011
Total Income 14520.51 9059.82
Operating Expenses before Depreciation & 14316.70 8532.81
Financial Charges
Profit / (Loss) before depreciation
& finance 203.81 527.01
Charges
Less / add :
Finance Charges 463.90 359.66
Depreciation & Write Off 31.23 27.84
Operating Profit/ (Loss) for the year (291.32) 139.51
Less: Prior period Adjustments - -
Tax Expense - 56.86
Deferred Tax Liability (3.90) 3.13
Profit/(Loss) for the year (287.42) 79.52
DIVIDEND:
In view of loss during the year under review, your Directors do not
recommend any dividend for the year.
OPERATIONS:
During the year under review, the manufacturing sales has increased
compared to the previous year 2010-11. The tremendous growth in sales
is mainly attributed to overall economic development.
The company could not achieve the desired level of net margin due to
heavy interest burden as well as well as low yield due to use of
Machinery which is comparatively very old and underutilization of the
existing manufacturing capacity. Your directors are concentrating their
utmost attention to upgrade the existing machinery to achieve a steady
growth in sales and job work activity in the coming years.
DIRECTORS :
Mr. Kesrichand Shah is retiring by rotation and seeking reappointment.
The brief resume of Mr. Kesrichand Shah has been enumerated in the
Corporate Governance forming part of this report.
FIXED DEPOSITS:
The company has not accepted any deposits as defined under Section 58-A
of the Companies Act read with Companies (Acceptance of Deposit) Rules
1975 during the year under review, except unsecured loans from parties.
AUDITORS:
M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, Baroda
the auditors of the Company, shall retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have furnished a certificate to the effect that their proposed
re-appointment if made, will be in accordance with sub-section (1B) 224
of the Companies Act, 1956. You are requested to appoint them and
authorize your Directors to fix their remuneration.
AUDITORS' REPORT:
With reference to qualification of auditors your company has not
physically verified the fixed assets during the year under review. Your
company states that it has started the process of implementing during
current financial year. With reference to qualification of auditors
your company has started implementing the system of physical
verification of inventory at reasonable intervals in current financial
year. The Company is hopeful to recover doubtful debts of Rs.
30347853/- and hence it has not made any provision thereof. The
Company has also started implementing cost records as prescribed by
Central Government Section 209(1) (d) of the Companies Act, 1956. The
company has implemented the system of internal control procedure
commensurate with the size of the company in current financial year.
Further, repayment of debts of SICOM Ltd. is under negotiation process.
AUDIT COMMITTEE:
During the year the audit committee meetings were conducted as per the
provisions of Listing Agreement with the Stock Exchanges. Details about
the functioning of the committee, is enumerated in the Corporate
Governance forming part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state that:
a) in preparing the Annual Accounts, applicable Accounting Standards
have been followed and there are no material departures ;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as at give a true and fair view of the state of affairs
of the Company as at the end of the Financial Year and of the profit of
the Company for that period.
c) the Directors have taken proper and sufficient care to the best of
their knowledge and ability 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 of the Company on a
going Concern basis.
CORPORATE GOVERNANCE:
In pursuance to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Management Discussion and
Analysis Report are given elsewhere and form a part of this Report.
PERSONNEL:
None of the employee is in receipt of remuneration in excess of the
ceiling, as prescribed under Companies (Particulars of Employees) Rule,
1975 and hence information as required under section 217(2A) read with
Companies (Particulars of Employees) Rule, 1975 and hence the details
are not mentioned.
MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
The particulars of Conversation Energy, Technology Absorption and
Foreign Exchange Earning and Outgo prescribed by the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished in the Annexure to and forming part of this report.
The company has not earned nor spends any amount of foreign exchange
during the year.
INSURANCE:
All the Plant, Machineries, Buildings and Movable assets are adequately
insured.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for
valuable timely financial assistance. Your Directors also wish to note
the dedicated services of all the officers and employees of the
Company.
By order of the Board of Directors
For Baroda Extrusion Limited
Sd/-
Parasmal Kanugo
Chairman& Managing Director
Registered Office:
Survey No. 65 - 66,
Village Garadiya, Jarod - Samlaya Road,
Taluka - Savli, Dist. - Vadodara.
Date: 30/08/2012
Mar 31, 2010
The Directors take pleasure in presenting their Nineteenth Annual
Report of the business and operations of the company together with
the Audited Accounts for the financial year ended 31 March 2010:
FINANCIAL RESULTS :
(Rs. in Lacs)
Year ended on Year ended on
31-03-2010 31-03-2009
Total Income 6662.56 3649.02
Operating Expenses before
Depreciation & 6313.60 3027.65
Financial Charges
Profit / (Loss) before
depreciation & 348.96 621.37
finance Charges Less / add :
Finance Charges 205.79 58.72
Depreciation & Write Off 24.65 23.46
Operating Profit for the year 118.52 539.19
Less: Prior period Adjustments - -
Tax Expense 46.27 38.35
Fringe Benefit Tax / Deferred
Tax Liability 4.54 0.59
Profit for the year 67.71 500.25
Balance of loss Brought Forward 558.52 1058.77
Balance of loss carried to
Balance Sheet 490.81 558.52
DIVIDEND:
With a view to conserve resources for the future growth as well as
accumulated losses of previous years, your Directors do not recommend
any dividend for the year.
OPERATIONS:
During the year under review, the manufacturing sales has increased by
almost 67% over the previous year 2008-09. The Company has also entered
into trading activity during the year 2009-10 with a view to increase
profitability of the Company.. The tremendous growth in sales is mainly
attributed to overall economic development as well as timely help by
SICOM Ltd. by way of sanction of required Sales Bills Factoring
facility.
The company could not achieve the desired level of net margin due to
heavy interest burden as well as underutilization of the existing
manufacturing capacity. Your directors are hopeful of achieving a
steady growth in sales and job work activity and resultant net margin
in the years to follow.
DIRECTORS :
Mr. Chandrakant Khushaldas is retiring by rotation and seeking
reappointment. The brief resume of Chandrakant Khushaldas has been
enumerated in the Corporate Governance forming part of this report.
FIXED DEPOSITS:
The company has not accepted any deposits as defined under Section 58-A
of the Companies Act read with Companies (Acceptance of Deposite) Rules
1975 during the year under review, except unsecured loans from parties.
AUDITORS:
M/s. Parikh Shah Chotalia & Associates. Chartered Accountants, Baroda
the auditors of the Company, shall retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have furnished a certificate to the effect that their proposed
re-appointment if made, will be in accordance with sub-section (1B) 224
of the Companies Act, 1956. You are requested to appoint them and
authorize your Directors to fix their remuneration.
AUDITORS REPORT:
Clause 1 (b) of Annexure to Auditors Report:
With reference to qualification of auditors your company has not
physically verified the fixed assets during the year under review. Your
company states that it has started the process of implementing the
during current financial year,
Clause 2 (a) & (b) of Annexure to Auditors Report:
With reference to qualification of auditors your company has started
implementing the system of of physical verification of inventory at
reasonable intervals in current financial year.
Clause 4 of Annexure to Auditors Report:
With reference to qualification of auditors your company has
implemented the system of internal control procedure commensurate with
the size of the company in current financial year.
Clause 7 of Annexure to Auditors Report:
With reference to qualification of auditors your company has aviled the
services of outside firm of Chartered Accountants for setting up the
system of internal audit during the year 2009-10. The Directors of the
Company has taken necessary steps during the current year for
strengthening the commensurate with the size of the company.
AUDIT COMMITTEE:
During the year the audit committee meetings were conducted as per the
provisions of Listing Agreement with the Stock Exchanges. Details about
the functioning of the committee, is enumerated in the Corporate
Governance forming part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state that: a) in preparing the Annual Accounts, applicable
Accounting Standards have
been followed and there are no material departures ;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as at give a true and fair view of the state of affairs
of the Company as at the end of the Financial Year and of the profit of
the Company for that period.
c) the Directors have taken proper and sufficient care to the best of
their knowledge and ability 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 of the Company on a
going Concern basis.
CORPORATE GOVERNANCE:
In pursuance to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Management Discussion and
Analysis Report are given elsewhere and form a part of this Report.
PERSONNEL:
None of the employee is in receipt of remuneration in excess of the
ceiling, as prescribed under Companies (Particulars of Employees) Rule,
1975 and hence information as required under section 217(2A) read with
Companies (Particulars of Employees) Rule, 1975 and hence the details
are not mentioned.
MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
The particulars of Conversation Energy, Technology Absorption and
Foreign Exchange Earning and Outgo prescribed by the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished in the Annexure to and forming part of this report.
The company has not earned nor spends any amount of foreign exchange
during the year.
INSURANCE:
All the Plant, Machineries, Buildings and Movable assets are adequately
insured.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for
valuable timely financial assistance SICOM Ltd, Mumbai. Your Directors
also wish to note the dedicated services of all the officers and
employees of the Company.
By Order of the Board of Directors
For Baroda Extrusions Ltd.,
sd/-
Parasmal Kanugo
Chairman & Managing Director
Registered Office:
Survey No. 65-66,
Village Garadiya, Jarod-Samalaya Road,
Taluka Savli, Dist: Vadodara.
Date: 01.09.2010
Mar 31, 2009
The Directors take pleasure in presenting their Eighteen Annual Report
of the business and operations of the company together with the Audited
Accounts for the financial year ended 31st March 2009:
FINANCIAL RESULTS : (Rs. in Lacs)
Year ended on Year ended on
31-03-2009 31-03-2008
Sales Revenue 3005.72 2338.02
Other income 643.30 3.88
Total Income 3649.02 2341.90
Operating Expenses before
Depreciation & 3027.65 2218.58
Financial Charges
Profit / (Loss) before
depreciation & 621.37 123.32
finance Charges
Less / add :
Finance Charges 58.72 55.92
Depreciation & Write Off 23.46 23.17
Operating Profit for the year 539.19 44.23
Less: Prior period Adjustments
Tax Expense 38.35 -
Fringe Benefit Tax 0.59 0.73
Profit for the year 500.25 43.5
Balance of loss Brought Forward 1058.78 1102.28
Balance of loss carried to
Balance Sheet 558.53 1058.78
DIVIDEND:
Your Directors would like to inform you that the Company has declared
sick company and registered under BIFR procedure as on 03.07.1998. The
Company shall not declare any dividend to tis equity share holders
without the prior approval of BIFR/MA during the period of
rehabilitation, hence the Company has not declared any dividend during
the period uncier review.
OPERATIONS:
During the year under review, the sales revenue stood at Rs. 3005.72
lacs for the year as against Rs. 2338.02 lacs in the previous year. The
increase in sales is mainly on account of availability of new low-cost
and need-based finance and corresponding increase in orders due to
effective marketing. The job work income has also increased over the
previous year from Rs. 36.35 lacs to Rs. 39.94 lacs.
The company could not achieve the desired level of net margin due to
heavy interest burden as well as underutilization of the existing
manufacturing capacity. As all dues of the banks have settled as per
the revival scheme, your directors are hopefuLof achieving a steady
growth in sales and job work activity and resultant net margin in the
years to follow.
DIRECTORS:
Mr. Kesrichand Shah is retiring by rotation and seeking reappointment.
The brief resume of Kesrichand Shah has been enumerated in the
Corporate Governance forming part of this report. Mr. Sanjeev Jain
ceased as director on 20.01.2009. The Board takes on record his sincere
contribution towards the growth of the Company.
FIXED DEPOSITS:
The company has not accepted any deposits as defined under Section 58-A
of the Companies Act read with Companies (Acceptance of Deposite) Rules
1975 during the year under review, except unsecured loans from parties.
AUDITORS:
M/s. Parikh Shah Chotalia & Associates Chartered Accountants, Baroda
the auditors of the Company, shall retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They
have furnished a certificate to the effect that their proposed
re-appointment if made, will be in accordance with sub-section (IB) 224
of the Companies Act, 1956. You are requested to appoint them and
authorize your Directors to fix their remuneration.
AUDITORS REPORT:
With reference to qualification of auditors for non compliance of
various provisions of laws and accounting policies mentioned in
auditors report, your company states that it wat under BIFR and tide
up with its procedures, resulting to non compliance of above mentioned
provisions in time.
AUDIT COMMITTEE:
During the year the audit committee meetings were conducted as per the
provisions of Listing Agreement with the Stock Exchanges. Details about
the functioning of the committee, is enumerated in the Corporate
Governance forming part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217 (2AA) of the Companies Act, 1956, your
Directors state that:
a) in preparing the Annual Accounts, applicable Accounting Standards
have been followed and there are no material departures ;
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 the end of the Financial Year and of the
profit/Joss of the Company for that period.
c) the Directors have taken proper and sufficient care to the best of
their knowledge and ability 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 Annua! Accounts of the Company on a
going Concern basis.
CORPORATE GOVERNANCE:
In pursuance to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Management Discussion and
Analysis Report are given elsewhere and form a part of this Report.
PERSONNEL:
None of the employee is in receipt of remuneration in excess of the
ceiling, as prescribed under Companies (Particulars of Employees) Rule,
1975 and hence information as required under section 217(2A) read with
Companies (Particulars of Employees) Rule, 1975 and hence the details
are not mentioned.
MATTER REQUIRED TO BE REPORTED AS PER COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988
The particulars of Conversation Energy, Technology Absorption and
Foreign Exchange Earning and Outgo prescribed by the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are furnished in the Annexure to and forming part of this report.
The company has not earned nor spends any amount of foreign exchange
during the year.
INSURANCE:
All the Plant, Machineries, Buildings and Movable goods are adequately
insured.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere thanks for
valuable assistance and guidance given by the Bank of Baroda, Dena Bank
and The South Indian Bank from time to time. Your Directors also wish
to note the dedicated services of all the officers and employees of the
Company.
By Order of the Board of Directors
For Baroda Extrusions Ltd.,
sd/-
Parasmal Kanugo
Chairman & Managing Director
Registered Office:
Survey No. 65-66, Village Garadiya,
Jarod-Samalaya Road,Taluka Savli, Dist: Vadodara.
Date: 01-09-2009
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