Belapur Industries Ltd Directors Report.
Your Directors present their 61 st Annual Report together with the Audited Statement of Accounts of your Company for the Financial Year ended 31 st March, 2017.
2. FINANCIAL RESULTS :
|Sales /Service Charges||-||-|
|Deferred Exp. on Sand Pits||-|||
|Gross (Loss) / Profit before Depreciation||16,20,950||(18,60,703)|
|Income Tax Paid (On Refund)||-|||
|Debit Balance Written||-|||
|Net (Loss) /Profit after Depreciation||4,78,558||(29,80,023)|
|(Loss) brought from Previous Year||(4,29,88,388)||(4,00,08,365)|
|(Loss) Carried Forward||(4,25,09,830)||(4,29,88,388)|
AMOUNT TRANSFER TO RESERVES:
In view of the accumulated losses and loss for the year, your Company does not transfer any amount to the Reserves.
Presently, the Company is undertaking production of commercial agricultural products viz. Graps, Pomegranates, Bananas, Sugarcane, Ginger, etc for sale in open market. The plantation is spread over in 80 acres of land and owned by the Company. Originally the land is non-agricultural in nature but necessary permissions had been obtained from the District Collector to carry on agricultural activities over the same.
The present activity based on the permission of District Collector is purely temporary one and Company proposes to develop this non-agricultural land for Educational Institution.
In view of the accumulated losses and loss for the year, the Board decided not to recommend any dividend for the year under review
During the year under review, the Company has not accepted any Deposit pursuant to Section 73 and section 76 of the Companies Act, 2013 and rules framed thereunder. There are no unpaid and unclaimed deposits at the end of Financial year 2016-17.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Sections 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31 st March, 2017, in the prescribed form MGT-9, forming part of the report and is annexed as Annexure 1 to this report.
NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2016-17 Six Board Meetings were conducted on 30.05.2016, 12.08.2016, 08.09.2016, 10.11.2016, 08.02.2017, and 29.03.2017. Board meetings were held in accordance with the provisions of the Companies Act, 2013.
|Name of the Directors||Number of Board Meetings attended by them.|
|Mr. Avinash G. Adik||6|
|Ms. Anuradha G. Adik||6|
|Mr. R. T. More||6|
|Mr. Kiran Patel||4|
|Mr. Sadanand Mandalik||5|
|Mr. Malik Keshwani||4|
DETAILS ABOUT DIRECTORS AND KMPS WHO WERE APPOINTED/RESIGNED DURING THE FINANCIAL YEAR.
Mr. B. B. Patil, Director, resigned from the Board w.e.f. 12.08.2016 due to his personal reasons. Your Directors wish to put on record its sincere appreciation for his valuable guidance and advice during his tenure.
In accordance with the provisions of the Companies Act, 2013, Mr. Randeep T. More (DIN: 01114835 ) Director of the Company retires by rotation and offers herself for re-appointment.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1) of the SEBI (Listing obligations and Disclosure Requrements) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 4(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
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 at the end of the financial year and of the 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;
c) The directors have prepared the annual accounts on a going concern basis; and
e) 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.
f) 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.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
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 including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed as Annexure 2 to this Report.
INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
During the year under review, no employee was employed who was in receipt of aggregate remuneration exceeding Rupees One Crore Two Lakh for the year or exceeding Rupees Eight Lakhs and Fifty thousand per month for any part of the year.
The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and other details in terms of Sub-Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report and is annexed as "Annexure 3" to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year, the Company has not given any loans or guarantees or has made any investments u/s 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Transactions entered with Related Parties for the year under review are strictly done on arms length basis and in the ordinary course of business. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parties are conducted in a transparent manner with the interest of the Company and stakeholders as utmost priority. The details of transaction with related party in Form AOC-2 is annexed herewith as "Annexure 4." CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and Para C,D and E of Schedule V is not applicable to the Company, as the Companys Paid up share capital & Net worth is below the limits specified.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCOURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
In terms of the information required under Sub-section (3)(l) of Section 134 of the Act, it is to be noted that no material Changes and Commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Since the Company did not carry any Business activities, particulars to be disclosed with respect to Conservation of Energy & Technology Absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. B. During the year under review there has been no earnings and outgo in foreign exchange.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE POLICY:
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. There are no risks which in the opinion of the Board affect the Companys operations on going concern basis. However, the Company has in place the mechanism to identity, assess, monitor and mitigate various risks to key business objectives. The Board periodically reviews the risks and measures are taken for mitigation.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant Rules framed there under as the said provisions were not applicable to the Company as the Company had incurred losses during the relevant period.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013, 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 Committees by filling a structured questionnaire.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P. V. Ramaswamy, (FCS- 1708, COP- 2087) Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed as "Annexure 5" to this Report.
EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HIS REPORT:
Looking at the Companys size and business activities for past few years, no one was interested in joining as Company Secretary. The Company is in the process of complying with Appointment of Company Secretary as well as revocation of suspension of its equity shares on BSE.
The Companys Auditors M/s. N.S. Naik & Company, Chartered Accountants, Shrirampur (FRN 106815W) were appointed the 58 th Annual General Meeting of the Company held on 29 th September, 2014 for a period 3 (Three) years i.e. from the Conclusion of 58 th Annual General Meeting until the conclusion of 61 st Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting. As they will be completing their full term of 3 years in terms of the provisions of the Companies Act, 2013, they would not be eligible to be re-appointed for further period. In view of the aforementioned provisions of the Companies Act, 2013 w.r.t. appointment of Statutory Auditor, your Company proposes to appoint M/s.Prasad R. Kulkarni, Chartered Accountant, Ahmednagar, (FRN 123742W) as the Statutory Auditor of the Company for a period of 5 years i.e. from the conclusion of st 61 Annual General Meeting until the conclusion of 66 th Annual General Meeting of the Company.
The Audit Committee and the Board has received the consent and eligibility certificate from M/s. Prasad R. Kulkarni, Chartered Accountant, Ahmednagar, (FRN123742W) pursuant to Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Auditors and Audit) Rules, 2014 and also approved and recommended the appointment to the members of the Company. The resolution recommending the appointment of the Statutory Auditor shall be place before the Shareholders at the ensuing Annual General Meeting of the Company.
RESERVATION AND QUALIFICATION ON AUDITORS REPORT:
The notes to Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. Auditors have not made any reservation or qualification in the Audit Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013:
During the year under review there were no incidences of fraud reported by the Auditors.
I) Audit Committee:
Being a listed Company, the Company had already constituted its Audit Committee consisting of Mr.Kiran Kantilal Patel (DIN:02083944) , Mr. Sadanand Bapu Mandlik (DIN: 06979991) and Mr. R. T. More (DIN: 01114835). During the year under review 4 (Four) Meetings were held of the Audit Committee on 30.05.2016, 12.08.2016, 10.112016 an 08.02.2017.
|Names||Number of Audit Committee meetings attended|
|Mr. Kiran Patel||4|
|Mr. Sadanand Mandlik||4|
|Mr. R. T. More||4|
II. Nomination and Remuneration Committee:
Being a listed Company, the Company had already constituted its Nomination and Remuneration Committee consisting of Mr. Kiran Kantilal Patel (DIN:02083944), Mr. Malik Mansurali Keshwani(DIN: 06979979) and Mr. Randeep Tanajirao More (DIN: 01114835). During the year under review 2 (Two) Meetings were held of the Nomination and Remuneration Committee on 12.08.2016, and 08.02.2017
|Names||Number of Nomination and Remuneration Committee|
|Mr. Kiran Patel||2|
|Mr. Malik Keshwani||2|
|Mr. Randeep More||2|
III) Stakeholders Relationship Committee.
Being a listed Company, the Company had already constituted its Stakeholders Relationship Committee consisting of Mr. Kiran Kantilal Patel (DIN:02083944), Mr. Malik Mansurali Keshwani(DIN: 06979979) and Mr. Randeep Tanajirao More (DIN: 01114835) as per the conditions laid down under Section 178(5) of the Companies Act, 2013 . During the year under review 2 (Two) Meetings were held of the Stakeholders Relationship Committee on 30.05.2016 and 08.02.2017.
|Names||Number of Stakeholders Relationship Committee.|
|Mr. Kiran Patel||2|
|Mr. Malik Keshwani||2|
|Mr. Randeep More||2|
INDEPENDENT DIRECTORS MEETING :
Being a listed Company, the meeting of Independent Directors of the Company was duly held and report thereof was submitted to the Chairman.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted the Code of Conduct for Employees and Directors for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company. The Company also has Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
There are no significant and material Orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.
COMPANYS POLICY FOR PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to provide a safe and conducive work environment to all women employees. During the year under review Company had not received any Complaints in respect of Sexual Harassment.
Your Directors place on record their appreciation for the co-operation of all the Staff and Officers, Bankers, Shareholders of the Company and look forward to their continued co-operation in future.
P.O Harigaon, Taluka Shrirampur,
|For BELAPUR INDUSTRIES LIMITED|
|Dist. Ahmednagar -413718|
|Corporate Office:||(AVINASH .G.ADIK )||(ANURADHA G. ADIK)|
|Laher Mansio No. 2, 2nd Floor,||Managing Director||Director|
|104A, Lady Jamshedji Road,|
|Near Sitaladevi Temple,|
|Mumbai 400 016|
|Place : Shrirampur|
|Date : 12.08.2017|