Natco Economicals Ltd Directors Report.
Your Directors present this 23rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2017.
|Particulars||Current Year 2016-17||Previous Year 2015-16|
|(in Rupees)||(in Rupees)|
|Profit/(Loss) before Finance Cost and Depreciation||5,85,463||(14,59,013)|
|Less : Finance Cost||-||-|
|Profit/(Loss) before Depreciation||5,85,463||(14,59,013)|
|Less : Depreciation||31,832||40,133|
|Profit/(Loss) before Tax||5,53,631||(14,99,146)|
|Provision for Tax|
|Tax For earlier Years||0||0|
|Balance of Profit/(Loss) for the year before Extra-Ordinary items||3,87,541||(15,03,394)|
|Balance of Profit/(Loss) for the year after Extra-Ordinary items||3,87,541||(15,83,394)|
|Balance Brought forward from the Previous year||(11,86,517)||3,96,877|
|Amount available for appropriation||-||-|
|Tax on proposed Dividend||-||-|
|Balance Profit/(Loss) carried to Balance Sheet||(7,98,976)||(11,86,517)|
During the year under review your Company sustained with limited growth path due to which though the gross total income increased from Rs. 29,07,617/- to Rs. 34,82,421/- in comparison of last year and the Company incurred loss of (7,98,976) in the year under review as compared to loss incurred in previous year of Rs. (11,86,517).
Your directors did not recommend payment of any dividend for the year ended 31st March, 2017.
On the recommendations of nomination and remuneration committee, Mr. Shaishav Shah has been appointed as Independent Director of the Company with effect from 10th February, 2017 to hold office for a term of five years. A brief profile of Mr. Shaishav Shah is given separately in the notice convening AGM. Your directors recommend his appointment for the members approval.
On the recommendations of nomination and remuneration committee, Mr. Natvarlal Chavda has been appointed as Independent Director of the Company with effect from 09th August, 2017 to hold office for a term of five years. A brief profile of Mr. Natvarlal Chavda is given separately in the notice convening AGM. Your directors recommend his appointment for the members approval.
On the recommendations of nomination and remuneration committee, Ms. Vina Joshi has been appointed as Independent Director of the Company with effect from 09th August, 2017 to hold office for a term of five years. A brief profile of Ms. Vina Joshi is given separately in the notice convening AGM. Your directors recommend her appointment for the members approval.
On the recommendations of nomination and remuneration committee, Mr. Vishal Desai has been appointed as Whole-time Director of the Company with effect from 09th August, 2017 to hold office for a term of three years. A brief profile of Mr. Vishal Desai is given separately in the notice convening AGM. Your directors recommend his appointment for the members approval.
Mr. Bhadresh Bhavsar has resigned as Independent Director of the Company with effect from 09th August, 2017.
Transfer to Reserves
Due to Loss for the year under review accumulated loss in the tune of Rs. 7.98 Lakhs was transferred to General Reserve.
Number of Board Meetings held during the year
The number of Board Meetings held during the year from 1st April 2016 to 31st March 2017 is given below:
1. 27th May, 2016
2. 26th July, 2016
3. 12th August, 2016
4. 22nd August, 2016
5. 14th November, 2016
6. 10th February, 2017
7. 10th March, 2017
The time gap between any two meetings did not exceed four months. The compliance report in respect of laws applicable to the Company has been periodically reviewed by the Board of Directors of the Company.
Directors Responsibility Statement:
Your directors confirm:
I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.
II. That the directors have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.
III. That the directors have 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 & for preventing & detecting fraud & other irregularities.
IV. That the directors have prepared the annual accounts on a going concern basis.
Listed on Stock Exchanges
At Present the Equity shares of the Company are listed and traded with the Bombay Stock Exchange Limited and the Listing Fee for the year 2017-18 has been duly paid. Scrip Code of the Company is 539595.
Corporate Governance Report
As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and clauses (b) to (i) of sub - regulations 46 and Para C, D and E of schedule V is not mandatory for the time being, in respect of the following class of Companies:
a. Companies having paid -up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of previous financial year;
b. The listed entity which has listed its specified securities on the SME Exchange;
As such our Company falls in the ambit of aforesaid exemption Consequently Corporate Governance does not forms part of the Annual Report for the Financial Year 2016-17. However, the Company is following industry best corporate governance standards.
Associate & Subsidiary Companies
The company does not have any Associate or Subsidiary Companies
The Company has not invited or accepted any fixed deposit from the public during the year under review.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report.
Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014
The Extract of Annual Return in Form MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto and forms part of this report. Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report.
Declaration on Independent Directors
The Board of Directors declares that the Independent Directors Mr. Shaishav Shah, Mr. Natvarlal Chavda & Ms. Vina Joshi:
a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;
b) who were or were not a promoter of the company or its holding, subsidiary or associate company who are not related to promoters or directors in the company, its holding, subsidiary or associate Company;
c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company;
d) Their promoters or directors, during the two immediately preceding financial years or during the current financial year;
e) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
Who, either himself or any of his relatives -
i. Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the Financial Year in which he is proposed to be appointed;
ii. is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the Financial Year in which he is proposed to be appointed, of -
A Firm of Auditors or Company Secretaries in Practice or Cost Auditors or the Company or its Holding, Subsidiary or Associate Company; or
Any legal or a consulting firm that has or had any transaction with the Company, its Holding, Subsidiary or Associate Company amounting to ten percent or more of the gross turnover of such firm;
iii. Holds together with his relative two per cent, or more of the total voting power of the Company; or
iv. Is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its Promoters, Directors or its Holding, Subsidiary or Associate Company or that holds two per cent or more of the total voting power of the Company.
Particulars of Loans, Guarantees or Investments
The particulars of Loans, Guarantees or Investments as covered under provision of section 186 of the Companies Act, 2013 made by the Company during Financial Year 2016-17 are given under the respective head and the same is furnished in the notes to the Financial Statement.
Related Party Transactions
There were no materially and significant transaction with Related Parties i.e. Promoters, Directors or the Management, their Subsidiaries or relatives conflicting with the Companies interest. There were no transactions that took place with related parties which can be considered not to be in the normal course of business.
Particulars of Employees
None of the Employees of the Company was in receipt of the remuneration exceeding the limits prescribed under section 197 of the Companies Act, 2013 as amended, during the year under review.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out-go
Since your Company does not own any manufacturing facility particulars about Conservation of Energy and Technology Absorption are not applicable. The Foreign Exchange Earnings and out-go for the year under review is nil.
Risk Management Policy Implementation
The board takes responsibility for the overall process of risk management in the organization. Risk Management is the process of minimising and mitigating the risk. Its start with identification and evaluation of risk. The Company has followed strict approach to deal with possibility of any risk in the finance business. To Control the Operational risk Company has taken several measures and applied strict credit strategies. Through a detailed risk management programme, each functional head addresses opportunities and the attendant risks through a systematic approach aligned to the Companys objectives. The audit committee also reviews reports covering operational, financial and other business risk areas.
Formation and Adoption of Different Policies:
a) Policy Determination of Materiality: In Accordance with Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Company has adopted a policy determination of Materiality containing Disclosure of Events or Information relating to specified securities.
b) Policy for Preservation of Documents: Regulation 9 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 requires every listed entity should formulate a policy for preservation of documents and accordingly the Company has adopted the same and uploaded the same on the website.
c) Policy on Materiality of Related Party Transactions: The Company has adopted a policy of Related Party Transactions with a view to set out the materiality thresholds for the Related Party Transactions and the manner of dealing with the transactions between the Company and its related parties based on the Companies Act, 2013, SEBI (LODR) Regulations and any other laws and regulations as may be applicable to the Company.
d) Whistle Blower Policy: The Company has adopted the Whistle Blower Policy for their employees and directors to report the concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy as per Section 177(9) of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
A Nomination & Remuneration Policy has been formulated pursuant to the provisions of section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and SEBI LODR stating therein the Companys policy and Directors/Key Managerial Personnel/other Employees appointment and remuneration recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. The said policy may be referred on Companys Website.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2016-17, the Company has not received any complaint on sexual harassment.
M/s. Jayesh Patel & Co, Chartered Accountants, Ahmedabad, (Membership No. 034745), retires at the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of the Companies Act, 2013, it is proposed to re-appoint them as Auditors for the Financial Year 2017-18 from the conclusion of this Annual General Meeting (AGM) until the conclusion of the next Annual General Meeting, subject to the approval of shareholders.
The Audit Committee comprises of Mr. Shaishav Shah (Independent Director) Mr. Vishal Desai (Independent Director) and Mr. Ashish Pandya all are financially literate and having accounting and related Administrative Expertise.
The Independent Auditors and the Secretarial Auditors of the Company are also invited to the Audit Committee meetings. The Chairman of the Audit Committee Mr. Shaishav Shah was present at the Annual General Meeting of the Company held on 29th September, 2016.
During the financial year 2016-17 Seven (7) meetings of the Audit Committee were held as on:
1. 27thMay, 2016
2. 26thJuly, 2016
3. 12thAugust, 2016
4. 22ndAugust, 2016
5. 14thNovember, 2016
6. 10thFebruary, 2017
7. 10th March, 2017
As on March 31, 2017, all three Directors of the Board are the Members of Audit Committee & the details of the meetings attended by members during the year 2016-17 are as follows:
|Name of Member||Designation||No. of Meeting held||No. of Meeting attended|
Stakeholders Relationship Committee
In compliance with the provisions of Listing Agreement and Section 178 of Companies Act, 2013, the Company re-constituted this committee as "Stakeholders Relationship Committee". This committee of the Board of the Company looks into various issues relating to shareholders/investors including transfer and transmission of shares held by shareholders in physical format as well as non-receipt of dividend, Annual Report, shares after transfer and delays in transfer of shares. The committee also looks into issues including status of dematerialization/rematerialization of shares and issue of duplicate share certificates and tracks investor complaints and suggests measures for improvement from time to time.
During the financial year 2016-17 Seven (7) meetings of the Shareholders /Investors Grievance Committee were held as on:
1. 26th July, 2016
2. 12th August, 2016
3. 14th November, 2016
4. 10th March, 2017
As on March 31, 2017, the Shareholders/Investors Grievance Committee comprised of the following members & the details of the meetings attended by members during the year 2016-17 are as follows:
|Name of Member||Designation||No. of Meeting held||No. of Meeting attended|
Nomination and Remuneration Committee
In compliance of Section 178 of Companies Act, 2013 the Board has constituted the Remuneration Committee. The terms of reference of the committee inter alia include Succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criterias, identifying potential individuals for appointment of Key Managerial Personnel and other Senior Managerial position and review the performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between fixed and incentive pay reflecting both short and long term objectives of the Company.
Your Directors wish to place on record their appreciation for the whole hearted and sincere cooperation the Company has received from its banker, State Bank of India and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.
For Natco Economicals Limited
|Place: Ahmedabad||Ashish Pandya||Vishal Desai|
|Date: 26th May, 2017||(Whole Time Director)||(Director)|