To
The Members,
Your Directors are pleased to present to the valued stakeholders, the 29th
Annual Report of Galore Prints Industries Limited along with the Audited Financial
Statements of the Company for the Year ended March 31st, 2017.
FINANCIAL HIGHLIGHTS- AT A GLANCE
> Overall Performance of your Company
• The Financial Year 2016-17 had been a little tumultuousfor the Company as your
Company has shown a conventional performance during the year under review. The net loss of
your Company had gone up from Rs. 260,130 (2015-16) to Rs. 207,750 (2016-17).
> The financial summary, performance highlights operations/state of affair of your
Company for the year are summarized below:
| PARTICULARS |
Standalone |
|
2016-17 |
2015-16 |
| Income from Business Operations |
- |
- |
| Other Income |
- |
- |
| Total Income |
- |
- |
| Less: Expenditure except Depreciation |
207,750 |
260,130 |
| Profit/Loss before Interest, Depreciation and Tax |
(207,750) |
(260,130) |
| Less: Interest and other Financial Charge(s) |
- |
- |
| Profit/Loss before Depreciation and Tax |
(207,750) |
(260,130) |
| Less: Depreciation |
- |
- |
| Profit/Loss before Tax |
(207,750) |
(260,130) |
| Less: Tax Expense |
- |
- |
| Add: Deferred Tax Asset |
- |
- |
| Net Profit/Loss after Tax |
(207,750) |
(260,130) |
| Earnings per share: |
|
|
| Basic |
(0.06) |
(0.06) |
| Diluted |
(0.06) |
(0.06) |
DIVIDEND
No Dividend was declared for the current financial year due to loss incurred by the
Company. RESERVES
The Board proposes no amount to transfer to the reserves as the company is running
under loss. DEPOSITS
During the year under review, the Company has not accepted any deposits in terms of section
73 of the Companies Act, 2013 to be read with the Companies (Acceptance of
Deposits) Rule, 2014 as amended from time to time, and also no amount was
outstanding on account of principal or interest thereon, as on the date of the Balance
Sheet.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company
during the financial year 2016-2017.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section of this Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in nature of business of the Company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
During the year under review, no change has taken place in the composition of Board of
Directors.
Mr. Mahesh Kumar Rustagi (DIN: 02861938), Director will be retiring by rotation at the
ensuing Annual General Meeting and being eligible, offershimselffor re-appointment. The
Board recommends his re-appointment to the Board of the Company at the ensuing Annual
General Meeting.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013
All Independent Directors have given declarations under section 149(7)that they meet
the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013
and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review, there were no changes in the Accounting treatment in
the Financial Statements for the financial year 2016-17, different from that as prescribed
in Accounting Standards, prescribed by the Institute of Chartered Accountants of India
(ICAI).
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92
of the Companies Act, 2013 in Form MGT-9 is annexed herewith as "Annexure
A".
NUMBER OF MEETINGS OF THE BOARD
During the year under review, Five Board Meetings,Four Audit Committee Meetings,One
Nomination & Remuneration Committee Meeting,One Stakeholders Relationship
CommitteeMeeting andOne Internal Compliant Committee Meeting were convened and held. All
the Meetings including Committee Meetings were duly held and convened and the intervening
gap between two consecutivemeetings was within the period prescribed under the Companies
Act, 2013 to be read with the SEBI(Listing Obligations &Disclosure Requirements),
Regulations 2015.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of
section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing
Obligation & Disclosure Requirement) Regulation, 2015.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line with
the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of
the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in line with the
provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisions
of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.
BOARD ANNUAL EVALUATION
The provisions ofsection 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual
Evaluation is to be made by Board of its own performance and that of its Committee and
individual Directors. Schedule IV of the Companies Act, 2013 states that performance
evaluation of the Independent Director shall be done by Directors excluding the Director
being evaluated. The Board carried out a formal annual performance evaluation as per the
criteria/framework laid down by the Nomination & Remuneration Committee of the company
and adopted by the Board. The evaluation was carried out through a structured evaluation
process to judge the performance of individual Directors including the Chairman of the
Board. They were evaluated on parameters such as their education, knowledge, experience,
expertise, skills, behavior, leadership qualities, level of engagement & contribution,
independence of judgment, decision making ability for safeguarding the interest of the
Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire
Board except the participation of concerned Independent Director whose evaluation was to
be done. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The Board was satisfied with the evaluation
process and approved the evaluation results thereof.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee, framed a
policy for selection andappointment of Directors, Senior Management Personnel and fixation
of theirremuneration thereof. The Policy contains, inter-alia, directors appointment
andremuneration including criteria for determining qualifications,positive attributes,
independence of a Director, etc.
FAMILIARIZATION POLICY
Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, theBoard
has framed a policy to familiarize Independent Directors about the Company.
STATUTORY AUDITOR, SECRETARIAL AUDITOR& COST AUDITOR WITH THETR QUALIFICATION.
RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the Annual General Meeting held on 30.09.2017, appointed M/s M/s Prem P.
Lamba & Co., Chartered Accountants (Registration No. 004244N) as Statutory Auditors of
the Company for a period of 1 year to hold office till the conclusion of next Annual
General Meeting of the Company subject to ratification at every AGM. Their period of
office will expire at the ensuing Annual General Meeting. Therefore,the auditors have
expressed their willingness to continue to act as Statutory Auditor for the Financial Year
2017-18.
Qualification (s) and Directors comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accounts
of the Company are self-explanatory and in the opinion of the Directors, do not call for
any further clarification(s). Also, the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company
has appointed Mr. Parveen Rastogi, Practising Company Secretary to undertake
Secretarial Audit of the Company.
The Secretarial Audit was conducted by Mr. Parveen Rastogi, Practicing Company
Secretary, and the report thereon is annexed herewith as "Annexure- B".
Qualification (s) and Directors comments on the report of Secretarial Auditor:
The observation made by the Secretarial Auditor in its report is given below:
1. The Company has not appointed a Whole Time Company Secretary pursuant to Section 203
of the Companies Act, 2013.
2. The Company has not appointed a Chief Financial Officer pursuant to Section 203 of
the Companies Act, 2013.
Reply of Management for observation made by the Secretarial Auditors in their report:
1. In respect of observation pertaining to Section 203 of the Companies Act, 2013 for
the appointment of Company Secretary, it was replied by the management that the company is
in process of searching right candidate for the post of company secretary.
2. In respect of observation pertaining to Section 203 of the Companies Act, 2013 for
the appointment of Chief Financial Officer, it was replied by the management that the
company is in process of searching right candidate for the post of Chief Financial
Officer.
INTERNAL AUDIT
The Company had appointed Internal Auditor for the period 2016-2017 to carry out the
Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to
the Audit Committee.
DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud, those have been observed by the Statutory Auditor
during audit of the financial statements for the financial year 2016-17, which are
required to be disclosed by the company in its Board Report under Section 143 (12) of the
Companies Act, 2013.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company has not given any loan(s) or guarantee(s) and has not made any investment
covered under the provision of the section 186 of the Companies Act, 2013 during the year
under review.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
COMPAIES ACT, 2013
In the financial year 2016-2017, company did not enter into any contracts or
arrangements with any related party. Form AOC-2 has also been attached with this report as
"Annexure C"
MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are no material changes or commitments noticed by the Board between the end of
financial year of the companyas on 31st March, 2017 and the date of this
Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
To the best of the Managements knowledge, no significant and material order(s) were
passed by any regulator(s) or courts or tribunals which could impact the going concern
status and companys operation in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO
The provisions of Section 134(3)(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management. Currently, the company does not identify any element of risk which may
threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth, turnover or profit for
applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of
the Companies Act, 2013, hence the same are not applicable to the company for the period
under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the
activities of the Company & its employees are conducted in a fair & transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical
behavior, the company has adopted a vigil mechanism policy.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the
year, no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
The company is committed to maintain and adhere to the highest standard of Corporate
Governance Practices.
Pursuant to regulation 34 (3) read with schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report of Corporate Governance have been
included in this report as separate section. A certificate from M/s Prem P. Lamba &
Co., Chartered Accountants, regarding compliance of condition of Corporate Governance as
stipulated in regulation 34(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has also been include in this Annual Report.
HUMAN RESOURCE
The relationship with employees continues to be harmonious. The company always consider
its human resource as its most valuable asset. Imparting adequate and specialized training
to its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl system
commensurate with the size, scale and complexityof its operation. The system encompasses
the major processes toensure reliability of financial reporting, compliance with
policies,procedures, laws, and regulations, safeguarding of assets andeconomical and
efficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and the
effectiveness of the Companyslnternal Financial Control System. The Statutory Auditors of
theCompany have also reviewed the Internal Financial Control systemimplemented by the
Company on the financial reporting and intheir opinion, the Company has, in all material
respects, adequateInternal Financial Control system over Financial Reporting and
suchControls over Financial Reporting were operating effectively as on 31st
March, 2017 based on the internal control over financial reporting criteria established by
the Company.
The policies and procedures adopted by the Company ensuresthe orderly and efficient
conduct of its business and adherenceto the companys policies, prevention and detection
of frauds and errors, accuracy & completeness of the records and the timelypreparation
of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with the
objective of providing to the Audit Committee and the Board, an independent, objective and
reasonable assurance on the adequacy and effectiveness of the organizations risk
management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.
The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on
the financial statements, including the financial reporting system and compliance to
accounting policies and procedures followed by the Company.
LISTING AGREEMENT
The shares of the Company are presently listed at BSE.
PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered by
executives, staff and other workers of the Company for their hard work, dedication and
commitment. During the year under review, relations between the Employees and the
Management continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members and
members of the Senior Management of the Company. Additionally, all Independent Directors
of the company shall be bound by duties of Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing Regulations, 2015.
All Board Membershave affirmed compliance with the Code of Conduct.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows:
The company has One Executive Directors and the company does not pay any remuneration
to them. Further, no sitting fee has been paid to any director during the year.Further, no
sitting fee has been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are:
| a) Employed throughout the year |
Nil |
| b) Employed for part of the year |
Nil |
The remuneration paid to all Key Managerial Personnel was in accordance with the
remuneration policy as adopted by the company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to
state as follows:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
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 & estimates that are reasonable and prudent so as to give a true
& 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 & 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 & detecting fraud & other
irregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by the
Company and such controls are adequate and are 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.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation forassistance and
co-operation received from the various stake holdersincluding Financial
Institutions,Banks, Governmental authoritiesand other business associates who have
extended their valuablesupport and encouragement during the year under review.
Your Directors take the opportunity to place on record their deepappreciation of the
committed services rendered by the employeesat all levels of the Company, who have
contributed significantlytowards Companys performance and for enhancing its
inherentstrength. Your Directors also acknowledge with gratitude theencouragement and
support extended by our valued stakeholders.
|
By Order of the Board of Directors |
|
For Galore Prints Industries Limited |
|
Sd/- |
Sd/- |
|
Rajesh Kumar Rustagi |
Mahesh Kumar Rustagi |
|
Director |
Director |
| Date:18.08.2017 |
DIN:01684298 |
DIN:02861938 |
| Place: Delhi |
|
|
+91-9892691696
