Dear Shareholders,
Your Directors are pleased to present the 23rdAnnual Report and the audited accounts
for the financial year ended 31st March, 2017.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial Year ended 31 st March, 2017
is summarized below:
|
|
|
(Rs. In Lacs) |
| Sr. No. |
Particulars |
For the year ended |
For the year ended |
|
|
31st March, 2017 |
31st March, 2016 |
| 1 |
Revenue from Operations (Net) |
705.63 |
4698.73 |
| 2 |
Provision for Depreciation |
10.34 |
10.34 |
| 3 |
Profit before taxation |
7.65 |
(34.54) |
| 4 |
Provision for taxation |
1.62 |
- |
| 5 |
Provision for deferred tax |
7.62 |
(30.41) |
| 6 |
Earlier Year Income Tax |
- |
- |
|
Profit (Loss) for the period from continuing |
0.03 |
(4.13) |
| 7 |
operations |
|
|
| 8 |
Net Profit/Loss |
0.03 |
(4.13) |
2. STATUS OF MERGER :
Subsequent to the approval of the shareholders at the Court Convened Meeting held on
August 16, 2016, for approval of Scheme of Amalgamation of Dollex Industries Limited into
Parvati Sweetners and Power Limited, and their respective shareholders under section 391
to 394 read with section 100 to 103 and other applicable provisions of Companies Act, 1956
and/or Companies Act. 2013. Your Company had filed the petition for sanction of the Scheme
of Amalgamation with the Honble High Court of Mumbai. Consequent to the notification of
certain pending sections of Companies Act, 2013 including sections related to the
Compromise and Arrangements, the jurisdiction for sanctioning the Scheme of Amalgamation
has been transferred to the NCLT from High Court of Mumbai. The Scheme is currently
pending with NCLT for sanction.
3. RESULTS OF OPERATIONS :
During the Year under review, the company registered an income of Rs.7,05,63,366/-
(Rupees Seven Crores Five Lacs Sixty-Three Thousand Three Hundred Sixty-Six Only) as
against previous year of Rs.46,98,72,618/- (Rupees Forty-Six Crores Ninety-Eight Lacs
Seventy-Two Thousand Six Hundred Eighteen Only) Net profit is Rs. 3,837/- (Rupees Three
Thousand Eight Hundred Thirty Seven Only). Further your directors are looking forward to
increase the profitability of Company.
4. DIVIDEND:
During the period, your Directors do not recommend any dividend for the year.
5. TRANSFER TO RESERVES:
During the financial year 2016-17 the Company has not transferred amount to any
reserve.
6. SUBSIDIARIES:
Since the Company has no subsidiaries, provisions of Section 129 of the Companies Act,
2013 is not applicable.
7. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure
A and is attached to this Report.
8. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
The details of the meetings of the Board of Directors and its Committees, convened
during the Financial year 2016-2017 are given in the Corporate Governance Report which
forms a part of this report.
9. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate
Governance Report which forms part of this report.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act,2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that: i. That
in the preparation of the annual accounts, the applicable accounting standard had 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 are reasonable and prudent so as to give a true and fair view
of the state of affairs of the companyat Profitor Loss of the Company for
that end thefinancial yearand the period. iii. That the Directors have taken proper
and sufficient care for the maintenances of adequate accounting records in accordance with
the provision of this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities. iv. That the Directors have prepared
the Annual accounts on a going concern basis. v. 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. vi. That the directors had
devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating
11. DECLARATION OF INDEPENDENT DIRECTORS :
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
12. AUDITORS :
M/s. P.K. Shishodiya & Co., Chartered Accountants, Indore (Firm Registration
No.03233C) was appointed as Statutory Auditors at the Annual General Meeting held on 25th
September, 2014 for the period of four (4) years. i.e for the Annual General Meeting to be
held in year 2018 subject to ratification at each Annual General Meeting. The Company has
received letter from them to the effect that their appointment, if made, would be within
the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they
are not disqualified from appointment.
13. COMMENTS ON AUDITORS REPORT :
The auditors report does not contain any qualifications, reservation or adverse
remark.
14. SECRETARIAL AUDITOR & REPORT :
The Board of Directors of the Company has appointed M/s. HS Associates, Practicing
Company Secretary to conduct the Secretarial Audit for the financial year 2016-2017. The
Secretarial audit report for the financial year ended 31st March, 2017 is Annexure
B. to this Report.
The Company being a "Transferor" Company is getting merged with an unlisted
company. After merging, the new company will be listed with BSE. The company will appoint
Company Secretary Pursuant to provisions of Section 203 and other applicable provisions of
the Companies Act, 2013 and Companies (appointment and Remuneration of Managerial
Personnel) Rules, 2014 after merger.
15. PUBLIC DEPOSITS :
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
16. PARTICULARS OF EMPLOYEES :
During the financial year there were no Five Lacs only) The information pursuant to 197
of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
personnel) Rules 2014 relating to median employees remuneration is made available at the
registered officeof the Company during working hours for a period of twenty-one (21) days
before the date of the Annual General Meeting, i.e. Saturday the 2nd September2017 .
17. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988.
(A) Conservation of energy: -i. The steps taken or impact on conservation of
energy : N.A. ii. The steps taken by the Company for utilizing alternate sources of energy
: N.A. iii. The capital investment on energy conversation equipments : N.A.
(B) Technology absorption: i. The efforts made towards technology absorption :
N.A ii. The benefits derived like product improvement, cost reduction product development
or import substitution : N.A iii. In case of imported technology (imported during the last
three years reckoned from the beginning of the financial year)
| a. The details of technology imported |
: N.A |
| b. The year of import |
: N.A |
| c. Whether the technology been fully absorbed |
: N.A. |
| d. If not fully absorbed, areas where absorption has not |
|
| taken place and the reasons thereof |
: N.A. |
| iv. The expenditure incurred on Research and Development. |
: N.A. |
18. CORPORATE GOVERNANCE :
The Company is committed to maintain the Corporate Governance and adhere to the
corporate governance requirements set out by SEBI. The report on Corporate Governance as
stipulated under the listing agreement forms
anintegralpartofthisReport.Therequisitecertificatefrom the Auditors of the Company
confirming compliance with the conditions of corporate governance is attached to the
report on Corporate Governance.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year Mr. Mehmood Khan (DIN: 00069224) Director of the Company is retiring by
rotation & being eligible offers himself for re-appointment.
The first term of office of Mr. Vijay Singh Bharkatiya, Mr. Radhakrishna Deshraju, Mr.
Sanjay Tiwari and Mrs. Ruchi Sogani as Independent Directors, expires at the ensuing
Annual General Meeting. The Board has recommended re-appointment of Mr. Vijay Singh
Bharkatiya, Mr. Radhakrishna Deshraju, Mr. Sanjay Tiwari and Mrs. Ruchi Sogani Independent
Directors of the Company for a second term of 3 (Three) consecutive years.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and the
Listing Regulations
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES. :
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure
C.
21 . PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013 :
The particulars of loans, guarantees and investments have been disclosed in the
financial Statement.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes andcommitmentsaffectingthefinancialposition of the
Company between the end of the financial year of theCompanytowhichfinancialstatements
relate and the date of the report.
23. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE :
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the
Board & committees, experience & competencies, performance of specific duties
& obligations, governance issues etc. Separate exercise was carried out to evaluate
the performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors. The Directors were satisfied with the evaluation results, which reflected the
overall engagement of the Board and its Committees with the Company.
24. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (e) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 is Annexure D to this report
25. PERFORMANCE EVALUATION OF THE BOARD :
Pursuant of the provisions of the Companies Act, 2013 and as per regulation 17(10) of
the SEBI (LODR) Regulation, 2015, the Company has devised a policy containing criteria for
evaluating the performance of the independent. Non-Executive and Executive Directors,
Board and committees. Feedback was sought by way of structured questionnaire covering
various aspects of the Boards functioning, such as adequacy of the composition of the
Board and its committee, specificduties, Board culture, execution and performance of
obligations and governance. The manner in which evolution has been carried out in the
Corporate Governance report, forming part of this Annual Report.
26. ACKNOWLEDGEMENTS :
Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the executives,
staff and workers of the Company.
+91-9892691696
