Dear Members,
Your Directors feel pleasure in presenting their Annual Report together with the
Audited Statements of accounts for the Financial Year ended on 31st March,
2016.
1. FINANCIAL RESULTS:
During the year under review, the Company has shown notable performance. The extracts
of financial results 2016-17 are as under:
|
(Rs. In Lacs) |
| Particulars |
Standalone |
|
Previous Year 2015-16 |
Current Year 2016-17 |
| Sales & Other Income |
- |
- |
| Financial Expenses |
- |
- |
| Other Expenses |
5.87 |
7.67 |
| Depreciation |
0.06 |
0.06 |
| Profit/(Loss) Before Taxation |
(5.93) |
(7.73) |
| Provision for Income Tax |
|
- |
| Provision for Deferred Tax |
0.16 |
- |
| Profit after Taxation |
(6.10) |
(7.73) |
| Appropriation for Interim Dividend and Tax thereon |
|
- |
| Transfer to General Reserve |
- |
- |
| Surplus brought forward |
(560.29) |
(566.38) |
| Balance Carried to Balance Sheet |
(566.38) |
(574.11) |
2. OPERATIONS:
During the year, the company has not carried out any revenue generating activities due
to unfavourable business conditions and huge losses incurred during the year.
3. DIVIDEND:
During the year, due to heavy losses, company does not recommend any Annual Dividend.
4. FINANCE
A. DEPOSITS AND LONG TERM BORROWINGS:
During the year, Company has not accepted any Deposits or long term borrowings from any
party.
B. RELATED PARTIES TRANSACTIONS
During the year, Company has not entered in to any related party transactions as
defined under section 188 of Companies Act 2013 and hence no relevant disclosure have been
made in relevant section.
5. SUBSIDIARIES AND JOINT VENTURE
1. Timila Barter Limited
2. Yancy Vincom Limited
6. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial
Statements for FY 2016-17, the Board of Directors states that:
a) in preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;
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 as on 31st March, 2017 and of
the profits for the year ended 31st March, 2017;
c) the Directors have taken proper and sufficient 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 fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
7. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
Financial Statements. During the year, such controls were tested and no reportable
material weakness was observed.
8. AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139, 141, 142 and all other applicable provisions
of the Companies Act, 2013 (the "Act") read with Rule 3(7) of the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force), the Company recommends to appoint M/s Prakash
Patwari & Co, Chartered Accountants, Kolkata (Membership No. 060583), as the Statutory
Auditors of the Company to hold office from the conclusion of this meeting until the
conclusion of the next Annual General Meeting and at such remuneration as shall be fixed
by the Board of Directors.
The Auditors report for financial year 2016-17 is self explanatory and forms part of
this Annual Report and does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS:
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board
of Directors has appointed M/s. J Akhani Associates, Company Secretaries, Ahmedabad, as
Secretarial Auditors of the Company for FY 2016-17. A Secretarial Audit Report for FY
2016-17 is annexed herewith as Annexure A.
The Board has appointed M/s J Akhani & Associates, Company Secretaries, Ahmedabad,
as Secretarial Auditors of the Company for FY 2017-18.
9. DIRECTORS AND KEY MANAGARIAL PERSONNEL:
APPOINTMENT AND RESIGNATION
During the Financial Year 2016 17, Mr. Suryanarayan Somaskandan was appointed as
Additional Director on the Board of Directors. Except that, no changes have taken place in
the Board of Company.
RE APPOINTMENT OF DIRECTORS
There are no Directors whose term expires at ensuing Annual General Meeting.
DIRECTORS RETIRING BY ROTATION
Out of the present Board Members, none of the Directors are subject to retirement by
rotation. Company is in process of recruiting an appropriate Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has
received declaration from Independent Directors for FY 2017-18 confirming that they meet
the criteria of independence as prescribed under the Act and erstwhile Listing Agreement
and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular interval with gap between two meetings not exceeding 120
days. Additional meetings are held as and when necessary. During the year under review,
the Board met Ten times on 15/04/2016, 19/05/2016, 30/05/2016, 18/07/2016, 27/07/2016,
14/08/2016, 01/09/2016, 14/11/2016, 14/02/2017, 25/03/2017.
POLICY ON DIRECTORS APPOINTMENT
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The
Nomination and Remuneration Committee (NRC) has approved the criteria and process for
identification/appointment of Directors.
MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Evaluation of Board, its Committees and Individual Directors was carried out as per
process and criteria laid down by the Board of Directors based on the recommendation of
the Nomination and Remuneration Committee.
10. REMUNERATION
REMUNERATION POLICY
The Company has formulated the policy relating to the remuneration of the Directors,
Key Managerial Personnel and other employees of the Company which is as under:
A) Components of Remuneration
- Fixed Pay comprising Basic Salary, HRA, Car Allowance (applicable to General Managers
& above employees), Conveyance Allowances /Reimbursement, Companys contribution to
Provident Fund, Superannuation Fund, Gratuity, etc.
- Variable Pay, which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors as
follows:
- Sitting Fees of Rs. 2000/- for each meeting of the Board or any Committee thereof,
attended by them;
- Reimbursement of Expenses incurred by Independent Directors for attending any meeting
of the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As the Directors of the Company have not been paid any remuneration, disclosure under
provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required.
11. AUDIT AND RISK MANAGEMENT:
During the year, the Board decided that the Audit Committee shall also carry out the
role of Risk Management and so Audit Committee has been re named as Audit and Risk
Management Committee and also changed its terms of reference in this context.
Composition and Attendance of Audit Committee:
| Name of Members of Audit Committee |
Designation |
| Ms. Appavoo Chitra |
Chairman |
| Mr. Santosh Awasthi |
Member |
| Mr. Bhavinkumar Patel |
Member |
VIGIL MECHANISM
The Company had earlier adopted a Whistle Blower Policy since March 2015 in compliance
with erstwhile Listing Agreement and Companies Act 2013. The Policy empowers all the
Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy.
The Policy also provides for adequate safeguards against victimization of Whistle Blower
who avail of such mechanism and also provides for direct access to the Chairman of the
Audit Committee, in exceptional casts. The functioning of the Whistle Blower mechanism is
reviewed by the Audit Committee on a quarterly basis.
RISK MANAGEMENT POLICY
The Board of Directors has developed and implemented Risk Management Policy for the
Company. It has identified and assessed various risks factors, with potential impact on
the Company in achieving its strategic objectives or may threaten its existence. The
Policy lays down procedures for risk identification, assessment, monitoring, review and
reporting. The Policy also lists the roles and responsibilities of Board and Risk
Management Committee.
12. ENVIRONMENT, HEALTH AND SAFETY
The Company accords the highest priority to health, environment and safety. The Company
does not carry on manufacturing operations. The Company takes at most care for the
employees and ensures compliance with the applicable rules and regulation applicable to
the Company.
13. CORPORATE GOVERNANCE
Provisions of Regulation 17 to 27 to SEBI (LODR) Regulations 2015 are not applicable to
the Company. However, as stipulated by Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, Corporate Governance Report is annexed to
Director Report and forms part of this Annual Report. Certificate of the Auditors
regarding compliance with the conditions of Corporate Governance as stipulated in
Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 is
annexed to the Boards Report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated by Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, the Management Discussion and Analysis Report form part of this Annual
Report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2016-17, Company has not undertaken any manufacturing
operations. Company has neither earned nor spent anything in foreign currency. Hence no
disclosure is required under this head pursuant to Companies (Accounts) Rules 2015.
16. THE EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed to this Directors Report.
APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faith
in the management and the company and for their valuable support and cooperation.
| PLACE: AHMEDABAD |
FOR MAGNUM LIMITED |
| DATE: 01.09.2017 |
SANTOSH KUAMR AWASTHI |
|
DIRECTOR |
+91-9892691696
