Moneycontrol
Get App
SENSEX NIFTY
you are here:

Austin Engineering Company Ltd.

BSE Live

Apr 01, 16:00
28.80 4.70 (19.50%)
Volume
AVERAGE VOLUME
5-Day
1,200
10-Day
1,596
30-Day
1,414
185
  • Prev. Close

    24.10

  • Open Price

    28.80

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

(%)
Volume
No Data Available
  • Prev. Close

  • Open Price

  • Bid Price (Qty.)

    ()

  • Offer Price (Qty.)

    ()

Austin Engineering Company is not listed on NSE

Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

To the Members,

The Directors have pleasure in submitting their 38th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS :

The Company’s financial performance for the year ended March 31, 2016 along with previous year figure is summarized as here under: STAND ALONE (Rs. In Lacs)

Year ended 31st March, 2016

Year ended 31st March, 2015

Gross profit before Interest Depreciation and Tax

85.42

668.55

Less: Interest and Depreciation

224.17

225.03

Profit / (Loss) before Tax

(138.75)

443.52

Less: Provision for Taxation

-

159.50

Deferred Tax Assets

(18.06)

(44.55)

Profit / (Loss) after Tax

(120.69)

328.57

Add: Balance brought forward from last year

3841.95

3641.48

Profit available for appropriations

3721.26

3970.05

Appropriations:

-

Adjustment Relating to fixed Asset

-

25.31

Proposed Dividend

-

52.17

Provision for Tax on Proposed Dividend

-

10.62

Transfer to General Reserve

-

40.00

Balance carried forwarded to next year

3721.26

3841.95

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :

The performance of the Company during the year under review is not fair as compared to the last year. This was mainly due to the decline in sales on export front. The total sales during the year were Rs. 7003.95 Lacs as against Rs. 9829.87 Lacs in the previous year. The sales on export front during the year under review were Rs. 2117.58 Lacs as compared to Rs 4934.76 Lacs in the previous year and thus thereby overall decline in the total sales. The sales on domestic front however increased marginally.

The Company has incurred net loss of Rs. 120.69 Lacs during the period under review as against the net profit of Rs. 328.58 Lacs in the last year. This was mainly due to the decline in export sale. The Company has also earned revenue to the tune of Rs. 95.08 Lacs as against Rs. 79.11 Lacs in the last year from the Wind Mill Project.

The Company continued to launch a number of new and higher value added products and undertook various cost effective measures to strengthen the Company’s competitiveness and profitability in the future.

DIVIDEND :

In view of inadequacy of profit, your Directors regrets to recommend any dividend for financial year ended 31st March, 2016.

FIXED DEPOSITS :

The Company has not accepted any fixed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits as on March 31, 2016.

SHARE CAPITAL :

The paid up Equity Share Capital of the Company as on March 31, 2016 was Rs 34778000/- During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. Directors’ shareholding in the Company, as on March 31, 2016, is given in Extract of Annual Return.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. J. R. Bhogayta, a Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

The following are the Key Managerial Personnel as defined under Section 2(51) of the Companies Act, 2013:

- Mr. Narottam C Vadgama (Chairman and Executive Director)

- Mr. Rajan R Bambhania (Re-designated as MD and appointed as CEO w.e.f 8th June, 2016 )

- Mr. Jeshanker R Bhogayta (Executive Director)

- Mr. Siddik A Kotal (Chief Financial Officer)

- Ms. Nidhi D Parikh (Company Secretary)

NOTING OF CONDOLENCE AND APPRECIATION OF SERVICES :

The Board of Directors of the Company expresses their deep sense of condolences on untimely and sad demise of Mr. Shashikant M Thanki, the Managing Director of the Company. May his soul rest in heaven and pray to almighty to give courage to his family to bear such unbearable loss. The Board places on record its appreciation of guidance and valuable services provided by Mr. Shashikant M Thanki, during his long tenure as Managing Director of the Company.

The Board also places on record the appreciation of valuable services rendered by Ms. Arati Goswami during her tenure as director of the Company. She has resigned from the Board with effect from 8th June, 2016.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

COMPOSITION OF VARIOUS COMMITTEES :

Details of various committees constituted by the Board as per the provisions of erstwhile Clause 49 of the Listing Agreement and SEBI (LODR) Regulations, 2015 and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

MEETINGS :

During the year Six Board Meetings, Four Audit Committee Meetings, One Nomination and Remuneration Committee Meeting, One Stakeholders Relationship Committee Meeting, One Risk Management Committee Meeting and One separate Meeting of Independent Directors were held. The details of the same are given in the Corporate Governance Report. The intervening gaps between the Board meetings were within the period prescribed under the Companies Act, 2013.

INDEPENDENT DIRECTORS :

The Independent Directors met on 20th April, 2015 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (LODR) Regulations, 2015.

DIRECTOR DISCLOSURE :

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the companies Act, 2013. Your Directors have made necessary disclosures, as required under Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement as enumerated here under:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- 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 at the end of the financial year and of the profit and loss of the Company for that period;

- The directors have 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;

- The directors have prepared the annual accounts on a going concern basis; and

- The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT :

STATUTORY AUDITORS :

M/s. Dhirubhai Dand & Co., Chartered Accountants, Statutory Auditors were appointed for a period of three years at the Annual General Meeting held on 9th September, 2014 subject to ratification of their appointment at every year.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors) Rules, 2014 and that they are not disqualified for reappointment. You are requested to ratify their appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.

SECRETARIAL AUDITOR :

The Board has appointed Mr. K J SHAH of K J Shah & Company, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure “B “to this Report. INTERNAL FINANCIAL CONTROLS :

The Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorized use or disposition and those transactions are authorized, recorded and reported correctly

The Board of Directors at the recommendations of the Audit Committee appointed M/s G K MODI & COMPANY, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2015-16.

Internal Auditors monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures, policies.

The Company has adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed

DISCLOSURES :

AUDIT COMMITTEE :

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the Audit committee consists of the following directors:

Mr. B. D. Joshi, [Chairman of committee]

Mr. K. J. Mehta, [Member of committee]

Mr. D. B. Nakum, [Member of committee]

All the members of Audit Committee are independent directors.

WHISTLE BLOWER POLICY :

The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct, if any. The details of the whistle blower policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY :

The Company’s policy relating to appointment of directors, payment of managerial remuneration, directors’ qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Corporate Governance Report and the same is also posted on website.

RELATED PARTY TRANSACTIONS :

All contracts or arrangements with related parties, entered during the financial year were at arm’s length basis and in the ordinary course of the Company’s business. All related party transactions were placed before the Audit Committee and also the Board for their approval. The Company had also taken members’ approval at its Annual General Meeting held on 9th September, 2014 and 22nd September, 2015 for entering into the transactions with “Related parties”. No material contract or arrangement with related parties was entered into during the year under review. Therefore, there is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at www.aec.com.

RISK MANAGEMENT POLICY :

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization.

The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the top management. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. In the opinion of the Board, none of the risks faced by the Company threaten its existence. The Company has also posted the policy in respect of transactions with “Related Parties” on its website.

In view of non-applicability of Risk Management Committee to our Company, the Board decided to dissolve the same.

MATERIAL CHANGES AND COMMITMENTS :

No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statement relate and the date of this report.

ANNUAL RETURN :

The Extract of Annual Return pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of the Company (Management and Administration) Rules, 2014 is furnished in Annexure “A” “ in form MGT-9 as per Companies Act, 2013 and it forms the part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The particulars of Loans, guarantees or investments made under Section 186 and its applicability have been furnished in notes annexed to our financial statements.

QUALIFICATIONS AND RESERVATIONS ON AUDIT REPORT :

The Auditor’s Report and Secretarial Auditor’s Report are self explanatory and therefore do not require further comments and explanations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure “C” attached to this report and it forms the part of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATIONS :

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed to this Report as Annexure “D”, forming part of this Report. As per Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the shareholders of the Company, excluding the statement of particulars of employees under the said proviso. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial department at the Registered Office of the Company.

SUBSIDIARY COMPANY :

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of M/s Accurate Engineering Inc., the subsidiary company, are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the said subsidiary company and its related detailed information to any member of the Company who may be interested in obtaining the same and also on Company’s website.

The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company. A statement as required in the prescribed form AOC-1 pursuant to section 129(3) of the Companies Act, 2013 is given in the Annexure “E” and it forms the part of this report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard AS-21, the audited consolidated financial statements are annexed to this Annual Report. CORPORTAE GOVERNANCE :

As per Chapter IV of SEBI (LODR) Regulations, 2015, separate reports on Corporate Governance, Management Discussion & Analysis and a certificate from the Company’s Auditors form part of this Report. Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

INSURANCE :

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

FRAUDS REPORTING :

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee, Board and /or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed there under.

INDUSTRIAL RELATIONS :

The industrial relation with workmen and staff continued to be extremely cordial during the year under review.

ACKNOWLEDGMENT :

Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by their esteemed customers both in OEM and aftermarket segments. The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance during the year under report by our Bankers, all the customers, suppliers of the Company including Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report.

By Order of the Board of Directors

SD/-

Place : Patla, Junagadh N C Vadgama

Date : 30th May, 2016 Chairman

Director’s Report