Directors Report Dear Members, Your Directors have pleasure in presenting the 28th Annual Report along with the Audited Accounts for the year ended 31 st March 2016. FINANCIAL RESULTS The financial results for the year under review are summarized below for your consideration: (Rs. in Lacs) Particulars Year Ended 31st March, 2016 Total Income 5712.82 Less : Depreciation 75.01 Profit/Loss before tax (1754.9) Less : Tax Expenses Nil Current Tax Nil - Deferred Tax 3.90 Add : Mat Credit Entitlement Profit /Loss after Tax (1750.9) REVIEW OF OPERATIONS Nil The turnover (total revenue) of the Company for the year ended 31st March, 2016 is Rs. 5712.82 lacs as against Rs. 19192.93 lacs in the previous year. The net loss amounts to Rs 175.9 lacs. INDUSTRY SCENARIO Our sector has been going through a very difficult phase over the last Five years and due which the Company wasn t able to perform well during the fiscal, and posted a net loss of Rs. 175.10 lacs for the financial year 2015-16. The management is optimistic about the good performance of the Company in near future. PUBLIC DEPOSITS Your Company has not accepted any public deposits under section 73-76 of the Companies Act, 2013. There are no unclaimed or unpaid deposits lying outstanding as at 31 st March, 2016. MATERIAL CHANGES No Material changes occurred subsequent to the close of the financial year 2015-16 to which the balance sheet relates till the date of this report. DIVIDEND Due to loss in the financial year ending 31 st March, 2016 your directors do not recommend any dividend for the year. Your Board is
optimistic for early recovery and growth of your Company. SHARE CAPITAL The Authorised Share Capital of the Company is Rs.100000000 (Ten Crores) divided into (One Crore Only) Equity Shares of Rs. 10/- (Rupees Ten) each. The Issued, Subscribed and fully paid up Capital of the is Rs.29717000 (Two Crores Ninty Seven Lakhs Seventy Thousands Only) divided into (Twenty Nine Lakh Seventy One Thousands Seven Hundred Only) Equity Shares of Rs. 10/- (Rupees Ten) each. During the year under purview your Company neither enhanced the share capital of the Company nor reduced the same. RESERVES During the financial year, as on 31st March, 2016 the total reserves of the Company stood at Rs. 3531.7 Lacs. For detailed breakup of reserves see Note no. 3 of Balance Sheet annexed herewith. DIRECTORS AND KEY MANAGERIAL PERSONNEL As on 31 st March, 2016 Mr. C L Sharma, Mr. Subhash Chandra Sharma and Mrs. Kanta Devi Arya were the Directors of the Company. As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term up to five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement/SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015. MEETINGS During the year under review, Six Board Meetings were convened and held on 30/05/2015, 15/08/2015, 15/11/2015, 15/02/2016 18/03/2016. 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. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements), 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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. NOMINATION AND REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of which is mentioned Corporate Governance Report attached to this report. MANAGERIAL REMUNERATION: A) Details of the ratio of the remuneration of each director to the median employee s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. SERIAL NO. PARTICULARS Remarks 1. 2. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year As per companies act, 2013 and other application regulations. 3. The percentage increase in the median remuneration of employees in the financial year 4. The number of permanent employees on the rolls of company 5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration 6. Affirmation that the remuneration is as per the remuneration policy of the company Particulars Basic Salary Perquisites and Contribution to PF and Other Funds Total (Director) NIL STATUTORY AUDITORS M/s. Sameer Grover, Chartered Accountant, has been appointed as Statutory Auditors of the Company by the Board due to casual vacancy at their office. M/s. OP Yadav & Co., Chartered Accountants, have resigned as Statutory Auditors of the Company. Pursuant to S. 139(8) of Companies Act, 2013 the Board of Directors, on the recommendation made by Audit Committee of the Company has appointed in casual vacancy, Sameer Grover, Chartered Accountant as Statutory Auditor of the Company subject to the approval of members in forthcoming Annual General Meeting of the Company. The company has received consent letter from Sameer Grover, Chartered Accountant, & his willingness to act as Statutory Auditor of the Company. As per the terms of provisions of S. 139(8) of Companies Act, 2013, Statutory Auditor appointed in Casual Vacancy is required to be approved by members of the Company in a General Meeting held within Three months from the date of their appointment.
Accordingly, it is proposed for the members of the Company to approve the appointment of Sameer Grover, Chartered Accountants to act as Statutory Auditors of the Company, where after their appointment for a term of five years, subject to ratification by shareholders at each annual general meeting of the company. The Auditors Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. SECRETARIAL AUDITOR REPORT As per provisions of Section 204 of the Act, the Board of Directors of the company has appointed Practicing Company Secretaries as Secretarial Auditors of the Company for the purpose of compliances of all applicable laws of the Company for the financial year 2015-16. The Secretarial audit report issued by the said auditors in form MR-3 has been annexed to this report. INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS The Company has implemented proper internal audit mechanism and the internal audit is being done by the internal auditing department of the Company and the Audit Committee is regularly being apprised of the findings of the Internal Audit Department. AUDIT COMMITTEE The Audit Committee of Board comprises of Mr. C L Sharma, Mr. Subhash Sharma and Mrs. Kanta Devi Arya out of which two are independent Directors. Mr. Subhash Sharma was the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee. AUDITORS REPORT The Auditors Report contains no adverse remark or qualification. 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 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.
PARTICULARS OF EMPLOYEES Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure II. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is as per below mentioned details:- CONSERVATION OF ENERGY: The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company; this includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far as possible. TECHNOLOGY ABSORPTION: Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height of beam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting. This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings. The foreign exchange earning/outgo during the year are as under: ( Rs. in lacs ) Current Year Previous Year Foreign Exchange Earning Nil Nil Foreign Exchange Outgo Nil Nil SUBSIDIARY COMPANY The company does not have any subsidiary. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans during the year under review: SL No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient NA Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security Details of Guarantee / Security provided during the year under review:
SL No Date of providing security/guarantee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient NA Date of BR Date of SR (if any) Commission 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. 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. The Vigil Mechanism Policy has been uploaded on the website of the Company. RISK MANAGEMENT POLICY A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. SUBSIDIARY The company does not have any subsidiary as on the date. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company is not required to constitute the CSR committee to formulate, implement and monitor the CSR Policy of the Company. HUMAN RESOURCES Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 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). LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company s Shares are listed.
ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business. For Accurate Transformers Limited Director
FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2016 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014. I. REGISTRATION & OTHER DETAILS: 1. CIN L74899DL1988PLC095092 2. Registration Date 18/04/1988 3. Name of the Company Accurate Transformers Limited 4. Category/Sub-category of the Company Limited By Shares/ Non-Government Company Company 5. Address of the Registered office & 8 Local Shopping Centre 2 nd Floor, Vardhman Sidhant Plaza, Savita Vihar, Delhi contact details 1100952 6. Whether listed company Listed 7. Name, Address & contact details of the Registrar & Transfer Agent, if any. MAS Service Limited T-34 2 nd Floor, Phase-2, Okhla Industrial Area, New Delhi, 110020 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. No Name and Description of main products / services 1. Manufacturers and Dealers of in electrical and electronic products 2. Products of all kind like Transformers, Generators, Meters, Wires, Cables and electronics devices, control and their spare parts. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category code Category of Shareholder Number of Shareholders Total number of shares Number of shares held in dematerialized form Total shareholding as a percentage of total number of shares As a percentage of (A+B) As a percentage of (A+B+C) I II III IV V VI VII (A) PROMOTER AND PROMOTER GROUP (1) Indian (a) Individuals (HUF) 8 1355354 1355354 45.609 45.609 (b) Central Gov/State gov
(d) Any Other (Specify) Bodies Corporate (c) Financial Inst. Banks (e) Any Other (Specify) Trust (f) Any Other (specify) PERSON ACTING IN CONCERN (g) Any Other (specify) TRUST (h) Any Other (specify) DIRECTOR & THEIR RELATIVE Sub Total (A)(1) 8 1355354 1355354 45.609 45.609 (2) Foreign (a) Individuals nri/ Individuals/Foreign Individuals (b) Government (c) Institutions (d) Foreign Portfolio Investor (e) Any Other (specify) Bodies Corporate (f) Any Other (specify) GROUP HOLDING Sub Total (A)(2) TOTAL SHAREHOLDING OF PROMOTER AND PROMOTER GROUP (A)=(A)(1)+(A)(2) (B) PUBLIC SHAREHOLDER (1) Institutions 8 1355354 1355354 45.609 45.609 (a) Mutual Funds (b) Venture Capital Funds (c) Alternate Investment Funds (d) Foreign Venture Capital Investors (e) Foreign Portfolio Investors (f) Financial Institutions Banks (g) Insurance Companies (h) Provident Funds/) Pension Funds (i) Any Other (specify) FDI (j) Any Other (specify) FOREIGN DIRECT INVESTMENT(FDI) (k) Any Other (specify) Foreign Institutional Investors (l) Any Other (specify) Qualified Foreign Investor
( ) State Government(s)/ President of India Sub Total (B)(1) (3) Non-Institutions (a) Individuals- i. Individual 3098 1034269 618270 34.804 34.804 shareholders holding nominal share capital up to Rs. 2 lac (a) Individuals- ii.individual 16 496119 483819 16.695 16.695 shareholders holding nominal share capital in excess of Rs. 2 lac. (b) NBFCs registered with 2 525 525 0.018 0.018 RBI (c) Employee Trust (e) Any Other (specify) 39 72457 71657 2.438 2.438 Bodies Corporate (f) Any Other (specify) Qualified Foreign Investor (g) Any Other (specify) Nonresident indian./ocb 16 9123 9123 0.307 0.307 (h) Any Other (specify) 6 3853 3853 0.13 0.13 Clearing Member (i) Any Other (specify) Trust (j) Any Other (specify) foreign bodies corporates (k) Any Other (specify) EMPLOYEE (l) Any Other (specify) PAKISTANI SHARE- HOLDERS (m) Any Other (specify) DIRECTOR'S & THEIR RELATIVES (n) Any Other (specify) FOREIGN COMPANIES Sub Total (B)(3) 3177 1616346 1187247 54.392 54.392 TOTAL PUBLIC 3177 1616346 1187247 54.392 54.392 SHAREHOLDING (B)=(B)(1)+(B)(2)+(B)(3) (C) NON PROMOTER-NO PUBLIC SHAREHOLDER (A) Name of DR Holder (if available) Sub Total (C)(1) TOTAL NON PROMOTER- NO PUBLIC SHAREHOLDER (C)=(C)(1) Grand Total (A) + (B) + (C) 3185 2971700 2542601 100 100 C) Change in Promoters Shareholding (please specify, if there is no change) SN Particulars Shareholding at the beginning of the year Cumulative during the year Shareholding
At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): At the end of the year No. of shares % of total shares of the company No Change No. shares of % of total shares of the company D) Shareholding of Directors and Key Managerial Personnel: Sr. No. TOTAL SHARES HELD TOTAL SHARES (INCLUDING UDERLYING SHARES ASSUMING FULL CONVERSION OF WARRANTS AND CONVERTIBLE SECURITIES AS A % OF DILUTED SHARE CAPITAL NAME NUMBER AS A % OF GRAND TOTAL 1 C L SHARMA 819293 27.57 819293 F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. Details as per audited financials attached herewith. XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 NIL 2 Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) Ceiling as per the Act B. Remuneration to other directors
S No. Particulars of Remuneration Name of Directors Total 1 Independent Directors NIL Amount (Rs.) Annexure II Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Sl. N a m e Designation/ Remuneration Qualification Experience Age in Date of Last employment held No. Nature of Received [Rs.] in years years commencement of Duties employment 1 2 3 4 5 6 7 8 9 NA NA NA NA NA NA NA NA NA For Accurate Transformers Limited Director
1. CORPORATE GOVERNANCE PHILOSOPHY Corporate Governance is the combination of practices and compliance with laws and regulations leading to effective control and management of the Organization. We consider stakeholders as our partners in our success and remain committed to maximizing stakeholder value. Good Corporate Governance leads to long term stakeholder value. Corporate Governance rests upon the four pillars of transparency, disclosure, monitoring and fairness to all. Your Company is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuously benchmarks itself with the best standards of Corporate Governance, not only in form but also in spirit. Over the years, governance processes and systems have been strengthened and the corporate governance has always been an integral part of the way, in which business is done. We believe that corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target. Effective corporate governance practices constitute the strong foundations on which successful commercial enterprises are built to last. These practices are categorized through principle based standards and not just through a framework enforced by regulation. It develops through adoption of ethical practices in all of its dealings with a wide group of stakeholders encompassing regulators, employees, shareholders, customers and vendors. Strong leadership and effective corporate governance practices have been Company s hallmark, the foundation stone of which was laid long back by our visionary founders, who had made it an integral principle of the business. 2. BOARD OF DIRECTORS AND BOARD PROCEDURE A) BOARD COMPOSITION: As on 31 st March, 2016 The Company have optimum combination of Executive and Non-Executive Director which is in conformity with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The details of the Board of Directors for the financial year ending 31 st March, 2016 are as follows: S.No. Name of the Director Category 1. Mr. C L Sharma Executive Independent 2. Mr. Subhash Chandra Sharma Non-Executive 3. Mrs. Kanta Devi Arya Non-Executive The Independent Directors do not have any material pecuniary relationship (apart from receiving sitting fees for attending the Board Meetings) or transactions with the Company, its promoters and its subsidiary which may affect the independence or judgment of directors. B) BOARD PROCEDURES It has always been the Company's policy and practice that apart from matters requiring Board approval by statute, all major decisions including quarterly results of the Company, financial restructuring, capital expenditure proposals, collaborations, material investment proposals in joint venture/promoted companies, sale and acquisition of material nature of assets, mortgages, guarantees, donations etc. are regularly placed before the Board. The Schedule of each of the Board meeting is decided well in advance and communicated to the Directors. The Board meetings are
generally held at the corporate office of the Company. C) DETAILS OF BOARD MEETINGS: During the financial year ended on 31st March, 2016 the Board of Directors met for Six times. The difference between two board meetings does not exceeded 4 Months. Dates of Board meetings are fixed in advance and agenda papers are circulated to Directors in advance containing all the relevant information's. The Details of attendance of each director at Board Meeting and last AGM held during the financial year and details of other Directorship, Committees membership and Committee chairmanship as on 31 st March, 2016 are as follows: Name of the Director No. of Board Meetings attended Whether attended the Last A.G.M. C L Sharma 6 Yes Subhash Chandra Sharma 6 Yes Bhupal Singh 3 Yes Kanta Devi Arya 3 No Notes: (a) For the Purpose of calculating other directorship and committee membership of the Directors, Private Limited Companies (not being a subsidiary of a Public Company), Foreign Companies and Companies under Section 25 of the Companies Act, 1956/ Section 8 of Companies Act, 2013 are excluded for above purposes. (b) For the purpose of determination of limit, chairpersonship and membership of the audit committee and the Stakeholders' Relationship Committee alone are considered. 3. AUDIT COMMITTEE (A) COMPOSITION During the year, the company complies with the requirement of Section 177 of the Companies Act, 2013 and Listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, (B) ATTENDANCE During the Financial Year ended on 31st March 2016, the Members of the Audit Committee had met four times as per applicable regulations. TERMS OF REFERENCE TO THE COMMITTEE: The terms of reference stipulated by the Board to the Audit Committee are, inter-alia, as contained in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as follows:
I. Under Companies Act, 2013 a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company; b) Review and monitor the auditor s independence and performance, and effectiveness of audit process; c) Examination of the financial statement and the auditors report thereon; d) Approval or any subsequent modification of transactions of the company with related parties; e) Scrutiny of inter-corporate loans and investments; f) Valuation of undertakings or assets of the company, wherever it is necessary; g) Evaluation of internal financial controls and risk management systems; h) Monitoring the end use of funds raised through public offers and related matters; i) Call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors; j) Discussing any related issues with the internal and statutory auditors and the management of the company; k) Taking suitable action or reprimanding the director or employee against whom repeated frivolous complaints are being filed; l) To oversee the functioning of vigil mechanism; m) Such other functions as may be prescribed under the Act or Rules made thereunder from time to time. II. Under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 A. 1. Oversight of the company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required being included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013. b. Changes, if any, in accounting policies and practices and reasons for the same. c. Major accounting entries involving estimates based on the exercise of judgment by management. d. Significant adjustments made in the financial statements arising out of audit findings. e. Compliance with listing and other legal requirements relating to financial statements. f. Disclosure of any related party transactions. g. Qualifications in the draft audit report. 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7. Review and monitor the auditor s independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the company with related parties; 9. Scrutiny of inter-corporate loans and investments; 10. Valuation of undertakings or assets of the company, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems; 12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; B. The audit committee shall mandatorily review the following information: (1) Management discussion and analysis of financial condition and results of operations. (2) Statement of significant related party transactions (as defined by the audit committee), submitted by management. (3) Management letters / letters of internal control weaknesses issued by the statutory auditors. (4) Internal audit reports relating to internal control weaknesses. (5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. (6) Statement of deviations. (a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7). III. Any other roles as prescribed by the Companies Act, 2013 and/or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Review of information by Audit Committee: The Audit Committee shall mandatorily review the following information: 1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions (as defined by the audit committee), submitted by management; 3. Management letters / letters of internal control weaknesses issued by the statutory auditors; 4. Internal audit reports relating to internal control weaknesses. 4. NOMINATION AND REMUNERATION COMMITTEE Subject to the approval of the Board of Directors and subsequent approval by the shareholders at the General Body Meetings and such authorities as the case may be, remuneration for the Director, key managerial persons (KMP) and other employees is fixed. The remuneration is fixed considering various factors such as qualifications, experience, expertise, prevailing remuneration in competitive industries, financial position of the Company etc. The remuneration structure comprises basic salary, perquisites and allowances, contribution to provident fund and other funds in accordance with various related provisions of the Companies Act, 2013. Pursuant to the provisions of Section- 178 of the Companies Act, 2013, as on 31 st March, 2016, the committee comprises of Mr. Subhash Chandra Sharma and Mrs. Kanta Devi Arya. The terms of reference of Committee includes, responsibility of finalizing the remuneration of executive directors and considering the remuneration after taking into consideration, inter-alia, various factors such
as qualification, experience, expertise of the director prevailing remuneration in the corporate world and financial positions of the company etc. The term of reference of the committee and review of information by committee is as follow: I. Under Companies Act, 2013 (a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully. (b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. (c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals II. Under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees. (2) Formulation of criteria for evaluation of performance of independent directors and the board of directors. (3) Devising a policy on diversity of board of directors. (4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. (5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. REMUNERATION TO DIRECTORS/MANAGER: Details of remuneration paid to the Executive Directors for the financial year, 2015-2016 is given below: Particulars Basic Salary Perquisites and Contribution to PF and Other Funds Total (In Rupee) Director None of the Non-Executive Director is drawing any kind of remuneration apart from sitting fees for attending the Board Meetings of the Company. 5. Stakeholders Relationship Committee As on 31 st March, 2016, The Stakeholders Relationship Committee comprises of three members. The terms of reference of this committee is to oversee the redressal of shareholders investors' complaints pertaining to share/debenture transfers, non-receipt of annual reports, dematerialization of shares, issue of duplicate certificates, transmission (with and without legal representation) of shares and debentures and other miscellaneous complaints. 6. GENERAL BODY MEETING (i) ANNUAL GENERAL MEETINGS (AGM S) NIL
Details of last Three Annual General Meetings (AGM s) are given as under: FINANCIAL DATE TIME VENUE YEAR 2014-15 30.12.2015 9:00 Surya Garden Farm House, Alipur, New Delhi- 110036 2013-14 27.09.2014 9:00 Surya Garden Farm House, Alipur, New Delhi- 110036 2012-13 30/11/2013 9:00 Surya Garden Farm House, Alipur, New Delhi- 110036 All Special Resolutions were passed through vote by show of hands. POSTAL BALLOT: During the period under review, there was no postal ballot conducted by the Company. Procedure for Postal Ballot For conducting a Postal Ballot, notice specifying the resolutions proposed to be passed through Postal Ballot as also the relevant explanatory statement & the postal ballot forms are dispatched to all the shareholders along with self-addressed postage prepaid/business reply envelope. The shareholders are requested to send back the postal ballot forms duly filled up & signed in the postage prepaid/ business reply envelopes provided to them by the Company, so as to reach the scrutinizer (in whose name the envelopes are made) on or before the 30th day from the date of issue of notice by the Company. In compliance with Schedule V Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has entered into e-voting registration agreement with CDSL to provide e-voting facilities to its shareholders. The scrutinizer compiles the postal ballot result out of the postal ballot forms found valid and hands over the results to the Chairman. The Chairman there upon declares the results of the postal ballot. 7. DISCLOSURE a. No transaction of material nature has been entered into by the company with its promoters, Directors or Management or Relatives etc. that may have conflict with the interest of the Company. b. Related Party Transactions The details of the Related Party Transactions are given in Balance Sheet i.e. under the head notes to the financial statement for the financial year ended 31st March, 2016. Disclosure of Accounting Treatment The Company is following the prescribed Accounting Standards of the trade which provides a true and fair view of the business of the Company and there is no deviation.
c. Compliance by the Company The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters related to capital markets during the last three years except submission of quarterly financial results and Board Composition in this year. No penalties or strictures have been imposed on the Company by the Stock Exchange, SEBI or other Statutory Authorities except non submission of financial result on time. More specifically given in Secretarial Auditor Report & Director Report attached to this report. f. Number of shares held by Non-Executive Directors g. Management Discussion and Analysis A report on Management Discussion and Analysis is given elsewhere in this Annual Report. h. Risk Management The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board. 13. GENERAL SHAREHOLDER INFORMATION I) ANNUAL GENERAL MEETING The Annual General Meeting is scheduled as under: Date 30 th September, 2016 Time 09:00 A.M. Venue: Surya Garden Farm House, G.T. Karnal Road, Alipur, Delhi-110036 III) BOOK CLOSURE PERIOD 23.09.2016 to 29.09.2016 (both days inclusive) IV) DIVIDEND Board of Directors has not recommended any dividend. V) LISTING Your Company is presently listed at Bombay Stock Exchange Limited. Annual Listing Fee for the year 2016-17 has been paid to the Bombay Stock Exchange Limited.
VI) STOCK CODE Stock Code for the Equity Shares of the company at Bombay Stock Exchange is 530513. VII) MARKET PRICE The table mentioned herein below gives the monthly high and low closing price quotations traded at BSE for the financial year 2015-2016: IX) SHARE TRANSFER SYSTEM Transfer of Equity Shares is handled by MAS Service Limited. The Transferee is required to furnish transfer deed duly completed in all respects together with Share Certificate to MAS Service Limited at the above address in order to enable MAS Service Limited to process the transfer. DISCLOSURES BY THE MANAGEMENT During the financial year 2015-16, there have been no transactions of material nature entered into by the Company with the Management or their relatives that may have potential conflict with interest of the Company. For Accurate Transformers Limited Director