For The Financial Year 2016-17
Dear Members,
Your Directors have pleasure in presenting their 34th Annual Report on the
business and operations of the Company together with the audited financial statements for
the financial year ended March 31st, 2017. The financial performance of the Company for
the financial year ended March 31, 2017 is summarized below:
| Particulars |
2016-2017 |
2015-2016 |
| Profit Before Tax & Provision |
605,533 |
685,197 |
| Less: Provision For Tax |
180,872 |
211,726 |
| Profit After Tax |
424,661 |
473,471 |
| Basic/ Diluted Earnings Per Share |
0.02 |
0.02 |
DIVIDEND:
The Board of Directors does not recommend any Dividend for the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company
as no dividend has been declared during the year.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR
The company is mainly into Textile Business and engaged in trading activities. The main
object of the company is to cater to the growing industry and offer its products to all
the age groups. The company is slowly progressing towards becoming a one stop shop for all
the retailers. The company is planning to venture into trading of other merchandise
products through the existing chain of Whole sellers and retailers. The Company has
shifted its registered office from Kolkata to Mumbai, as it can cater to various parts of
countries easily.
CHANGE IN THE NATURE OF BUSINESS
The Company has not undergone any changes in the nature of the business during the
financial year.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary Company.
SHARE CAPITAL
There has been no change in the capital structure during the year.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from general public within the purview
of Section 73 of the Companies Act, 2013, during the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
The policy on materiality of related party transactions and also on dealing with
related party transactions as approved by the Board may be accessed on the Company
website. All related party transactions which were entered into during the year were on
arms length basis and were in the ordinary course of business and did not attract
provisions of section 188 of the Companies Act, 2013 and were also not material related
party transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015. There are no
materials transactions entered into with related parties, during the period under review,
which may have had any potential conflict with the interests of the Company. Pursuant to
Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior made periodical disclosures
to the Board relating to all material financial and commercial transactions, where they
had or were deemed to have had personal interest that might have been in potential
conflict with the interest of the Company & same was nil. During the year under
review, Company has not entered into Related Party which requires disclosure under Section
134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules,
2014. The policy on transaction with related party is disclosed in annexure - I at board
report.
LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given, investment made, guarantee given or security provided by the
Company to any entity under Section 186 of the Companies Act, 2013. Particulars of
Investment made/loan given under section 186 of the Companies Act, 2013 are provided in
the financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observations has been received from the Auditor of the Company for inefficiency or
inadequacy of such controls.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013
No material changes and commitments which could affect the Company financial position
have occurred between the end of the financial year of the Company and the date of this
report, except as disclosed elsewhere in this report.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has framed
a Remuneration policy, providing criteria for determining qualifications, positive
attributes, independence of a Director and a policy on remuneration for Directors, key
managerial personnel and other employees. The detailed Remuneration policy is placed on
the Companys websitewww.hprojects.org.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared in accordance with
relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of
India forms part of this Annual Report. The Compliance Officer will make these documents
available upon receipt of a request from any member of the Company interested in obtaining
the same. These documents will also be available for inspection at the Registered Office
of your Company during working hours up to the date of the Annual General Meeting.
DECLARATIONS BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013,
the Company has received individual declarations from all the Independent Directors
confirming that they fulfill the criteria of independence as specified in Section 149(6)
of the Companies Act 2013.
AUDITORS:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made
there under, the current auditors of the Company, M/s. D P Agarwal & Co, Chartered
Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General
Meeting of the Company. However, their appointment as Statutory Auditors of the Company is
subject to ratification by the members at every Annual General Meeting. The Company has
received a certificate from the said Auditors that they are eligible to hold office as the
Auditors of the Company and are not disqualified for being so appointed. Necessary
resolution for ratification of appointment of the said Auditor is included in this Notice.
AUDITORS REPORT
The observations and comments furnished by the Auditors in their report read together
with the notes to Accounts are self- explanatory and hence do not call for any further
comments under Section 134 of the Companies Act, 2013.
DIRECTORS RESPONSIBILITIES STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirms that:
1. In the preparation of the annual accounts for the financial year ended 31st March,
2017 the applicable accounting standards have been followed along with proper explanation
relating to material departures.
2. 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 the year ended 31st March, 2017.
3. The Directors have taken sufficient and proper care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting material fraud and
other irregularities.
4. The Directors have prepared the Annual Accounts on a going concern basis.
5. There are proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
6. That 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.
7. Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Companys internal financial controls were adequate and effective
during FY 2016-17.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
The Board of Directors of the Company has initiated and put in place evaluation of its
own performance, its committees and individual Directors. The result of the evaluation is
satisfactory and adequate and meets the requirement of the Company. Information on the
manner in which the annual evaluation has been made by the Board of its own performance
and that of its Committee and individual Directors is given in the Corporate Governance
Report.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of
Directors and Stakeholders Relationship/Grievance Committee of Directors, number of
meetings held of each Committee during the financial year 2016-17 and meetings attended by
each member of the Committee as required under the Companies Act, 2013 are provided in
Corporate Governance Report and forming part of the report. The recommendation by the
Audit Committee as and when made to Board has been accepted by it.
RISK MANAGEMENT
The Management evaluated various risks and that there is no element of risk identified
that may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given
in Corporate Governance Report forming part of this report.
CORPORATE GOVERNANCE
Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Corporate
Governance forms part of the Annual Report. All Board members and Senior Management
personnel have affirmed compliance with the Code of Conduct for the year 2016-17. A
declaration to this effect signed by the Managing Director of the Company is contained in
this Annual Report. The Managing Director and CFO have certified to the Board with regard
to the financial statements and other matters as required under Regulation 17(8) of the
SEBI (LODR), Regulations, 2015. Certificate from the Statutory Auditors of the Company
regarding compliance of conditions of Corporate Governance is annexed to this Report.
MANAGING DIRECTORS CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements forms
part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the conservation of energy, technology absorption foreign
exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act, 2013 is
not applicable to the Company, considering the nature of its business activities. Further
the Company has not earned nor spends foreign exchange during the year under review.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31st March, 2017 in prescribed form duly
audited by the Practicing Company Secretary M/s. S. K. Pandey is annexed- II herewith and
forming part of the report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules 2014, the extract of annual return is
annexed herewith and forming part of the report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility
Committee is not applicable to the Company as the Net Profit of the Company is below the
threshold limit prescribed by the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of the
Company and its operations in future.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March, 2017 have been
disclosed as per Schedule III to the Companies Act, 2013.
STATUTORY DISCLOSURES
A copy of audited financial statements of the said Companies will be made available to
the members of the Company, seeking such information at any point of time. A cash flow
statement for the year 2016-2017 is attached to the Balance Sheet. Pursuant to the
legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace Act, 2013 introduced by the Government of India, the Company has a policy on
Prevention of Sexual Harassment at workplace. There was no case reported during the year
under review under the said policy. Details as required under the provisions of section
197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014, are placed on the Companys website,
i.e. www.hprojects.org as an Annexure to the Director Report. Details as required under
the provisions of section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3)
of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, are
placed on the Companys website, i.e. www.hprojects.org as an Annexure to the Director
Report. A physical copy of the same will be made available to any shareholders on request.
A cash flow statement for the year 2016-17 is attached with the Balance-Sheet.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the Resolution of the Board of Directors passed at its meeting, following
changes took place in the composition of Board of Directors:
(i) Appointment of Mr. Rajesh Harish Gouri as the Managing Director of the company.
(ii) Appointment of Mr. Ashish Rajeshbhai patel as additional Director of the company
w.e.f 16th January 2017.
(iii) Appointment of Mr. Mukesh Bajpai and Mrs. Simranpreet Bajpai as additional
directors w.e.f. 29th March, 2017
(iv) Appointment & resignation of Rupal Poddar as Company Secretary during the
year.
(v) Resignation of Gita Devi Sharma (Director) & Manish Jani (Director & CFO)
on 20th April, 2017.
(vi) Resignation of Anup Kumar Shah as Managing Director of the Company on 16th
January, 2017.
(vii) Resignation of Virendra Kanshiram Goyal and Sangita Suresh Chaudra on 07th
April 2016.
NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors have met 7 times and Independent Directors once during the year
ended 31st March, 2017 in accordance with the provisions of the Companies Act, 2013 and
rules made there under. All the Directors actively participated in the meetings and
contributed valuable inputs on the matters brought before the Board of Directors from time
to time.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report forms part of this Annual Report.
ACKNOWLEDGEMENT
Yours Directors take this opportunity to thank the Banks, Business Associates, Central
and State Government authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to the Company and look
forward to their continued support in future. We very warmly thank all of our employees
for their contribution to your Companys performance. We applaud them for their superior
levels of competence, dedication and commitment to your Company.
For Layla Textile and Traders Limited
(Formerly known as Haricharan Projects Limited)
| Sd/- |
Sd/- |
| Rajesh Harish Gouri |
Ashish Rajeshbhai Patel Director |
| Managing Director |
Executive Director |
| (DIN: 01735907) |
(DIN: 07659614) |
| Place: Mumbai |
|
| Date: 31st August 2017 |
|
+91-9892691696
