Private Company Director Report Format in Word

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STABNET & CO. LTD

DIRECTORS’ REPORT

To the Members of STABNET & Co. Ltd 

Your Directors have pleasure in presenting the 83^rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2018

SUMMARIZED FINANCIAL RESULTS   

		Rs./Crores
Particulars	2017-18	2016-17
Revenue from Operations	2.61	57.49
Profit before Finance Cost, Depreciation & Amortization & Tax	0.62	3.37
Financial Cost	0.25	2.85
Depreciation & Amortization Expenses	16.10	8.44
Tax Expenses	-	-
Net Profit before Exceptional Items	(15.73)	(7.93)
Net Profit after Exceptional Item	(15.73)	(7.93)
Balance brought forward from Previous Year	26.75	34.68
Profit Available for Appropriations	11.02	26.75
Appropriations :- Adjustment relating to Fixed Assets Balance Carried to Balance Sheet	0.19 10.83	- 26.75

PERFORMANCE HIGHLIGHTS

During the year under review your Company’s net turnover stood at Rs. 2.61 crores with a net loss of Rs. 15.73 crores mainly due to change in depreciation accounting policy, as compared to net turnover Rs. 57.49 crores and Rs. 7.93 crores of net loss during the previous year ended 31.03.17. Your Directors express their concern on the declining performance of the Company, which has been caused mainly due to unfavourable industrial relations during the year. The declining performance led to cash flow constraints, which ultimately led to deterioration in the operations.

SUSPENSION OF OPERATIONS

Your Directors wish to inform you that while the management was evaluating all ways and means for a sustainable operation contributing to the growth of the Company and putting all efforts to revamp the operations considering comfortable orders in hand, large scale indiscipline of the workforce since August 2016, in a concerted manner coupled with external factors such as local antisocial and outside miscreants from the surrounding locality no where connected to the Company, have disrupted activities to such an extent that it has affected the very safety and security of the managerial personnel and the property of the Company leave apart the day to day smooth running of the Plant at Dolvi, Mumbai. The managerial personnel were threatened of their life and were abused almost on daily basis.

There have been regular incident of theft & burglary which created severe blockage and hindrance in running operations smoothly and the situation has worsened over time.

Even the critical machineries directly affecting the production processes are damaged by the miscreants creating suspicion of a sabotage. The Police Administration expressed their helplessness and were completely collapsed in controlling these affairs. The Company suffered losses in the last 18-19 months in such volumes that it is making impossible for the Company to sustain its operations.

In view of the facts, circumstances and considering the failure of the police administration and govt. machinery and even failure of discussions with the concerned ministry & unions, the management left with no other option but to declare suspension of operations with effect from 15.5.2018 at its Dolvi Factory. However, with support of Labour department, Govt. of Maharashtra, settlement with labour unions was arrived at on 09.08.2018 and the Factory was re-opened for refurbishment work pre commencement of production. Refurbishment work at Factory in progress at present. 

DIVIDEND

Your Directors regret to inform you that in view of losses during the year under review and to conserve the resources to meet the working capital requirements, no dividend on equity shares has been recommended for the financial year 2018-2018.

BUSINESS PERSPECTIVE

Your Directors have pleasure to inform you that your Company still has a comfortable book position. The Directors foresee a better & prosperous business prospects provided the operation of the Company recommences. The established status of Indian Railways, increasing thrust on infrastructure sector by the Govt. and expected development in Indian Economy due to change in political scenario, projects a much better opportunities available in the near future.

Your Directors foresee a much better performance in the coming years, provided the operations are recommenced at the earliest.

ISO 9001 – 2008 / ISO 14001: 2004

Your Directors wish to inform you that the quality management system of the company continued to conform to ISO 9001-2008 as certified by BSI Management Systems, UK, and the company has also been certified to hold and operate an Environmental Management System in compliance of ISO 14001:2004 for its manufacturing activities, as certified by BSI Management Systems, U.K.

SUBSIDIARY COMPANIES

The Company has the following subsidiaries:-

a)      STABNET Manufacturers Pvt. Ltd.

b)      STABNET Wagons and Coaches Ltd.

c)      STABNET Infrastructure Pvt. Ltd.

d)      STABNET Estate Pvt. Ltd.

e)      STABNET Properties Pvt. Ltd.

Your Directors have pleasure in attaching the Consolidated Financial Statement for the financial year ended 31^st March, 2018 pursuant to clause 32 read with clause 41 of the listing agreement entered into with the Bombay Stock exchange and prepared in accordance with Accounting Standard 21 of the Institute of Chartered Accountants of India. These companies are yet to commence operations.

In terms of the provisions of section 129 of the Companies Act, 2017, separate statement containing the salient features of the financial statement of its subsidiaries is attached. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the Shareholders of the Company seeking such information at any point of time and shall also be kept for inspection by any Shareholders in the Corporate Office of the Company as well as at the registered office of such subsidiary companies.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2017, with respect to Director’s Responsibility Statement, it is hereby confirmed:

(i)             That in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii)            That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the period under review;

(iii)           That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2017 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv)           That the Directors have prepared the accounts for the financial year ended 31^st March, 2018 on a ‘going concern’ basis.

(v)            That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi)         That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS

Shri Sumit Singh resigned from the Board w.e.f. 27^th May, 2018. The Board placed on record its deep appreciation for the valuable service rendered by the above Director during his tenure.   

In accordance with Article 105 of the Articles of Association of the Company and the applicable provisions of the Companies Act, 2017, Shri J. Patil will retire from the Board by rotation at the 83^rd Annual General Meeting and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

In terms of the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance practices followed by the Company together with a Certificate from the Company’s Auditors confirming compliance is set out in a separate section forming part of this Report.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed in a separate section forming part of this Report.

AUDITORS & AUDITORS’ REPORT

M/s. Gora & Co., Chartered Accountants, Mumbai, Auditors of your Company, hold office till the conclusion of 83^rd Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2017.

The notes referred to by the Auditors in their report are self-explanatory and do not require further elucidation.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2017, the extract of Annual Return in Form No. MGT - 9 of the Company as on 31^st March, 2018 is annexed separately forming part of this Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 4 (Four) times respectively on 29.05.2018, 09.08.2018, 10.11.2018 and 04.02.2018 during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2017 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS COVERED UNDER SECTION 188 OF THE COMPANIES ACT, 2017

The details of transactions with related parties form part of the notes to the financial statements provided in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from independent directors as provided under Companies Act, 2017 and relevant Clause of Listing Agreement. 

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Companies Act, 2017, read with the Companies (Accounts) Rules 2018, are set out in Annexure I to this report.

 

PARTICULARS OF EMPLOYEES

 

Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2017, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2018 are not given, as none of the employees qualifies for such disclosure.

 

COMMITTEES OF THE BOARD

Currently, the Board has three committees, viz. Audit Committee, Share Transfer & Investor Grievances Committee (SIGC) and Remuneration Committee. The composition of such committees are as follows :

Committees	Name of the Members
Audit	Mr. Amit Sarkar (resigned w.e.f. 27.05.2018)	Mr. Alok Kumar	Ms. Ria Roy	Mr. Raj Verma
Share Transfer & Investor Grievances	-do-	-do-	-do-	-do-
Remuneration	-do-	-do-	-do-	-do-

EXPLANATIONS OR COMMENTS BY THE BOARD ON RESERVATION MADE BY THE AUDITOR

Necessary comments or explanation have been included in the notes forming part of financial statement of this Annual Report.

 

PERSONNEL

During the year under review, the industrial relation situation was not satisfactory. The workmen along with antisocial and outside miscreants from the surrounding locality have been disrupting the activities affecting the safety & security of the managerial personnel as well as smooth running of the plant of the Company at Dolvi, Maharashtra.

ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable co-operation, continued support and assistance extended by the Government of India, Government of Maharashtra, Ministry of Railways, Bankers and various government departments. Your Directors also take the opportunity to express their sincere appreciation and convey their thanks to the company’s valued and esteemed customers and suppliers, business associates and shareholders for their extended and continued patronage, cooperation and support extended to the company. Your Directors also place their appreciation and acknowledge the contribution made by the employees at all levels through their dedication and commitment.

  

                                                                        

                                             For and on behalf of the Board

Place: Mumbai                                                                   

Date  : 5^th August, 2018                                                                                    Director                       Director                                                                                        

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