Nakoda Ltd Directors Report.
Your directors present Annual report on the business and operations of the company to gather with Audited Statement of Accounts of the company for the year ending 31st March 2017.
The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are given below.
a) The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013:
The extract of Annual return is in format MGT-9 for the financial year ended
31/03/2017 is enclosed as "Annexure A" with this report.
b) Number of meetings of the Board:
During the year 2016-17, 4 meetings of Board of Directors were held on 06/05/2016, 15/08/2016, 14/11/2016 & 10/02/2017.
c) Directors Responsibility Statements:
The directors state that
i) In the preparation of annual accounts for the financial year ended 31st March 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) The directors had 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 at 31st March and of the profit / loss of the company for that period;
iii) The directors had 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;
iv) The director had prepared the annual accounts on a going concern basis;
v) The director 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) The director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ca) Details of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government.
Auditor has not reported any fraud under sub-section (12) of section 143 of The Companies Act, 2013.
d) A Statement on Declaration given by Independent Directors under subsection (6) of section 149.
The independent Directors have submitted declaration pursuant to Section 149(7) confirming that he meets the criteria of independence pursuant to section 149(6). The statement has been noted by Board of Directors.
e) If Company covered under sub-section (1) of section 178, companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matter provided under sub-section (3) of section 178.
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of director and key managerial personal and their remuneration. The policy is disclosed at "Annexure B" in pursuance of provision to section 178(3) of the companies Act 2013.
The Company does not pay any remuneration to the Non-Executive/Independent Directors of the company other than sitting fees for attending the meeting of the Board / Committee. Remuneration to the Whole Time Director/Managing Director is governed by the relevant provisions of the Companies Act, 2013.
f) Explanations or comments by the board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report / by the company secretary in practice in his secretarial audit report.
The statutory auditors have not made any qualifications, reservations or adverse remarks or disclaimer in the report and no explanation or comments by the board is required.
The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in prescribed Form MR-3 is attached to as "Annexure C" to this report. The Company has taken note of Qualification, Reservation etc in the said report and shall make arrangement for necessary compliance in future.
g) Particulars of loans, guarantees or investments under section 186 of Companies act, 2013
Company has not during the year under review (a) given any loan to any person or other body corporate (b) Given any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, Exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more and hence the particulars are not required to be included in this report.
h) Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2)
The company has not entered into transactions referred to in section 188(1) of The Companies Act, 2013 with related party and as such no particulars in form AOC-2 are required to be attached to this report.
i) The state of Companys affairs
There is no Material change in the state of affairs of the company particularly nature of business being carried out. The companys account have been classified as nonperforming assets by bank and in view of shortage of working capital the companys plant have remained closed for major part of the year. The turnover of the company has been decreased from Rs.3443.77 Lacs in the year 2015- 16 to Rs.3242.93 Lacs in the year 2016-17. There has been Loss of Rs. 13904.30 Lacs in the year 2015-16 and loss of Rs. 7868.31 Lacs in the year 2016- 17.
The Company has not issued any share capital or Debentures during the year. There is no change in the status of the company or the accounting year.
j) The amount, if any, which it proposes to carry to any reserves
The Directors do not propose to carry any amount to reserves.
k) The amount, if any, which it recommends should be paid by way of dividend
The Directors do not recommend any amount to be paid by way of dividend.
l) Material Changes and commitments, if any, Affecting the Financial Position of the Company which have occurred between the Ends of the financial year of the company to which the financial statements relate and the date of the report.
There are no material changes and/or commitments affecting financial position of the Company occurred after end of financial year till date of this report.
m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in such manner as may be prescribed.
Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules, 2014 with respect to above is given below:
(A) CONSERVATION OF ENERGY-
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION-
i) The efforts made towards technology absorption: Not Applicable
ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable
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: Not Applicable
b. The year of import: Not Applicable
c. Whether the technology been fully absorbed: Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable and
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-
Foreign Exchange earned (actual inflows during the year): NIL Foreign Exchange outgo (actual outflows): NIL
n) A statement including development and implementation of a Risk Management Policy for the company including identification therein of elements of risk, if any, which in the opinion of the board may threaten the existence of the company;
The Directors do not foresee any risk that may threaten the existence of the company in normal course. The Directors proposes to develop and implement specific Risk Management Policy on identification of any risk.
o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;
Since the Net Worth of the company is below Five Hundred crores, Turnover of the company is below One thousand crores, Net Profit of the company is below five crores. The provision of Section 135 of The Companies Act, 2013 are not applicable to the company and hence the company is not required undertake any corporate Social Responsibility (CSR) initiatives.
p) In case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:
Pursuant to provision of the Companies Act, 2013 the board has carried out the annual performance evaluation of its own performance as well as the evaluation of the Audit, Nomination & Remuneration Committee.
The chairman of Board of directors and the chairman of Nomination & remuneration Committee met all the directors individually to get an overview of the functioning of the board and its constituents inter alia on the following board criteria i.e. attendance and level of participation, independence of judgment exercised by independent directors, interpersonal relationship etc.
Based on the valuable inputs received the directors are encouraged for effective role in company management.
q) Such other matters as may be prescribed.
(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)
i) The Financial summary or highlights
The summary of financial Results (standalone) for the year under review is as under:
|Particulars||As on 31/03/2017||As on 31/03/2016|
(Amount in Lacs)
|Turnover and other income||3449.24||4987.15|
|Gross profit/Loss (-) before Financial Charges & depreciation.||181.17||(16018.79)|
|Interest and Financial Charges||3.34||28.26|
|Profit/Loss(-) before depreciation||177.83||(16047.05)|
|Profit /Loss(-) After Tax for the year||(7868.32)||(13904.31)|
ii) The Change in the nature of business, if any:
There is no Material change in nature of business of the company.
iii) The Details of Directors or key managerial personnel who were appointed or have resigned during the year:
During the year there are no changes in director and key managerial personnel.
iv) The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year:
No company has become or ceases to be subsidiary, joint venture or associate company during the year.
v) The details relating to deposits, covered under Chapter V of the Act,-
- Accepted during the year: NIL
- Remained unpaid or unclaimed as at the end of the year: NIL
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
- At the beginning of the year: Not Applicable
- Maximum during the year: Not Applicable
(iii) At the end of the year: Not Applicable
vi) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: NIL
vii) The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future: NIL
viii) The details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on continuous basis covering all major operation. During the year no Reportable Material weakness in the operation was observed.
Disclosures under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
|Requirement under Rule 5(1)||Details|
|The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year.||NIL|
|The percentage increase in remuneration of each director, chief financial officer, Chief Executive officer, company secretary or manager, in the financial year.||There is no increase in remuneration of any of the director|
|The percentage increase in the median remuneration of employees in the financial year||There is no increase in medium remuneration of the employees.|
|(iv) Number of permanent employees on the rolls of the company as on 31st March, 2017.||75|
|(v) Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.||No increment in salaries of the employees.|
|(vi) Affirmation that the remuneration is as per the remuneration policy of the company.||The company affirms remuneration is a per the remuneration policy of the company|
No Employee of the company has been paid Remuneration in excess of limits laid down in rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement showing details thereof is not applicable.
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit committee comprises of 3 directors namely Mr. Raj Kumar Gupta, Mr. Devendra Babulal Jain and Mr. Ashok Kumar Jain. Mr. Raj Kumar Gupta is the Chairman of the Audit Committee. During the year there was no instance where the board had not accepted the Recommendation of Audit Committee.
Vigil Mechanism / Whistle Blower Policy
Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board of Director has adopted vigil mechanism in the form of Whistle Blower Policy through which, its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviors, actual or suspected fraud or violation of the Companys code of conduct or ethics policy.
It is the Companys Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The said policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors.
Mr. Raj Kumar Gupta, the Chairman of the Audit Committee can be contacted to report any suspected/confirmed incident of fraud/misconduct on:
Your Company hereby affirms that no Director/Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Board of Directors place on records the services of all stakeholders and associates who have co-operated in the working of the Company
By Order of the Board of Directors
For Nakoda Limited
Raj Kumar Gupta
Place: Surat Date: 01/11/2017
Disclosures pursuant to Regulation 34(3) and Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:
A. Related Party Disclosure
|In the accounts of||Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.|
|Holding Company||o Loans and advances in the nature of loans to subsidiaries by name and amount:|
|o Loans and advances in the nature of loans to associates by name and amount:|
|o Loans and advances in the nature of loans to firms / companies in which directors are interested by name and amount:|
|Subsidiary||Same disclosures as applicable to the parent company in the accounts of subsidiary company: NIL|
|Holding Company||Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan:|