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Your Directors here by present the Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2017.
FINANCIAL SUMMARY OR HIGHLIGHTS OF PERFORMANCE:
|- Current Tax||0.00||0.00|
|- Deferred Tax||0.00||0.00|
|Profit/Loss After Tax||- 3,88,375||- 1,78,527|
During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 388375.00/-.
brief description of the companys working during the year/state of the companys affair:
The Company had business activity in the nature of trading of consumer goods and shares and stocks, and has made revenue of Rs. 28,934,332 (Rupees Two Crore Eighty Nine Lacs Thirty Four Thousand Three Hundred and Thirty Two Only) from the business during the year under review.
Your Directors have not declared any dividend during the year under review due to loss incurred.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
The issued, subscribed and paid up capital of the Company is Rs 12000000 divided into 1200000 equity shares of Rs 10/- each. There has been no change in the share capital of the Company during the year.
CHANGE OF REGISTERED OFFICE OF THE COMPANY:
During the year under review, Company shift its registered office within the state of Maharashtra by obtaining Board of Directors approval.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of the Loans and Guarantees given during the year under review falling under Section 186 of the Companies Act, 2013 is given along with this report. The details of Investments are as mentioned in the notes of financial statements. During the year under review, the company has not provided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013, no director is liable to retire by rotation at the ensuing AGM.
Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.
declaration by independent directors:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
Minimum Four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year 5 (Five) number of Board meetings were held. The dates of the Board Meetings were 25.05.2016, 04.11.2016, 26.11.2017, 24.01.2016, and 10.02.2017
Attendance record of Directors attending the Board meetings and Annual General Meetings:-
|Name of the Director||Designation||Attendance of Board Meeting||Last AGM attendance|
|VIPUL TRIVEDI Resigned on 04.11.2016||Non-Executive (Director)||2||Yes|
|NILESHKUMAR T KAVA Resigned on 24.01.2017||Non-Executive Independent Director||4||Yes|
|DINABEN GANATRA Resigned on 24.01.2017||Non-Executive Independent Director||4||Yes|
|RAMJIBHAI JOSHI Appointed as on 04.11.2016||Non-Executive Independent Director||4||NO|
|PRAKASH PARMAR Appointed as on 04.11.2016||Non-Executive independent Director||4||NO|
|Mrs. Ashaben Ramjibhai Joshi Appointed on 24.01.2017||Non-Executive independent Woman Director||2||NO|
None of the Director is a member in more than 10 Companies and Act as Chairman in more than 5 Companies across all Companies in which he is a Director.
The role, terms of reference, authority and powers of the audit committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.
Role/ Functions of the Committee:-
o Reviewing with management the annual financial statements before submission to the Board.
o Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
o Review of policies relating to risk management - operational and financial.
o Reviewing with the management, external auditors and the adequacy of the internal control system.
Powers of the Committee:-
To investigate any activity within its terms of reference.
To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).
Compliance with accounting standards.
To obtain outside legal or other professional advice, if necessary.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
Compliance with Stock Exchange and legal requirements concerning financial statements.
The Audit Committee of the Company presently comprises of three Directors being Mr. Ramjibhai Joshi and Mr. Prakash Parmar and Mrs. Ashaben Joshi.
During the year the Audit Committee met 4 times on 25.05.2016, 11.08.2016, 15.11.2017 and 15.02.2017 attendance of the members as under:
No. of Meeting attended
|VIPUL TRIVEDI Resigned on 04.11.2016||2||2|
|NILESHKUMAR KAVA Resigned on 24.01.2017||3||3|
|DINABEN GANATRA Resigned on 24.01.2017||3||3|
|RAMJIBHAI JOSHI Appointed as on 04.11.2016||2||2|
|PRAKASH PARMAR Appointed as on 04.11.2016||2||2|
|Mrs. Ashaben Ramjibhai Doshi Resigned on 24.01.2017||1||1|
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 on 28.05.2015 to review and to recommend the remuneration payable to the Executive Directors and Senior Management of the Company based on their performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently comprises of three Directors being Mr. RAMJIBHAI JOSHIand PRAKASH PARMARand Mrs. Ashaben Ramjibhai Joshi. During the year two Meetings was held on 04.11.2016 and 24/01/2017 all members were remain present during the meeting.
The following is the terms of reference of Nomination and Remuneration Committee:-
-Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;
- Formulation of criteria for evaluation of independent directors and the Board;
- Devising a policy on Board diversity; and
-Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Nomination and Remuneration Policy:-
The Committee is in process of formulating Nomination and Remuneration Policy which determines criteria inter-alia qualification, positive attributes and independence of Directors for their appointment on the Board of the Company and payment of remuneration to Directors, Key Managerial Personnel and other Employees. The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
- Qualification, expertise and experience of the Directors in their respective fields;
- Personal, Professional or business standing;
- Diversity of the Board
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committee as Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.
This committee presently consists of three directors namely,MR. RAMJIBHAI JOSHI and PRAKASH PARMAR and Mrs. Ashaben Ramjibhai Joshi.
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is given.
AUDITORS AND AUDITORS REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES, CHARTERED ACCOUNTANTS, Mumbai (Firm Reg. No. 128216W), Statutory Auditor of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.
The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. RSP & Co.,, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:-
|Sr. No.||QUALIFICATIONS MADE BY SECRETARIAI AUDITOR||EXPLANATIONS BY THE BOARD|
|a)||The Company has decided not to opt for compliance of Corporate Governance Report for the time being||The paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Clause 49 for the time being.|
|b)||Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company.||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.|
|c)||Updating of website with regard to various policies is pending||The company will take necessary steps to update website with regard to various policies which are pending.|
|d)||The company has not complied with certain regulation of SEBI (LODR), Regulation, 2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results.||The company will take necessary steps to comply with the same.|
|e)||As per section 203(1)(i),(ii) & (iii), the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer.||Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.|
|f)||As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor.||The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has established the internal control system.|
|g)||The company has not maintained the attendance register for Board and committee meeting||The company will take necessary steps to maintain the attendance register for board and committee meetings.|
|h)||Statutory Registrar as per companies Act 2013 is yet to be updated.||The company will take necessary steps to update Statutory Register as per companies Act 2013.|
|i)||Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.||The company will ensure to file all relevant documents in time with ROC and other authorities as when required.|
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for Internal Controls.
extract of annual return:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions SEBI (LODR) Regulation, 2015forming part of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 had amended Clause 49 and made it applicable to all the listed Companies. Further, SEBI vide its circular no.CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 had made the Clause 49 on Corporate Governance nonmandatory to the following class of Companies:
a. Companies having paid up equity share capital not exceeding Rs.10 crores and Net worth not exceeding Rs.25 crores, as on the last day of the previous financial year;
Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such company shall comply with the requirements of Clause 49 within six months from the date on which the provisions became applicable to the company.
b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.
Accordingly the paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Clause 49 for the time being.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
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;
e) Directors have prepared the accounts on a "going concern basis".
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Since there are no women employees in the Company hence no comments.
As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Boards Report the ratio of the remuneration of each director to the permanent employees remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.
BUSINESS risk MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.
|By Order of the Board|
|For PARICHAY INVESTMENTS LIMITED|
Particulars of Loans and Guarantees
Amount outstanding as at 31st March, 2017
|Amount in Lacs|
Note: Details of Investments given in Notes of Financial Statement.
|By Order of the Board|
|For PARICHAY INVESTMENTS LIMITED|