To The Members,
Your Directors are pleased to present the 40th Annual Report with the
Audited Accounts of the Company for the year ended 31st March, 2017.
|
|
Rs. Lacs |
|
Year ended 31.03.2017 |
Year ended 31.03.2016 |
| Financial Highlights |
|
|
| Total income |
690.71 |
520.62 |
| Profit before depreciation and tax |
621.67 |
462.42 |
| Less: Depreciation |
16.82 |
24.18 |
| Profit before tax |
604.85 |
438.24 |
| Add : Exceptional Item- Profit on sale of asset |
504.42 |
0.12 |
| Less: Provision for tax including deferred tax |
138.84 |
34.04 |
| Net Profit after tax |
970.43 |
404.32 |
| Balance of profit and loss account |
1066.30 |
661.98 |
| Profit available for appropriation |
2036.73 |
1066.30 |
| Balance carried to Balance sheet |
2036.73 |
1066.30 |
| Earnings per share (basic/diluted) |
24.24 |
10.10 |
Review of Operations
The Company during the year has earned profit of 970.43 lakhs after tax provision of
138.84 lakhs compared to profit of 404.32 lakhs after tax provision of 34.04 lakhs
in the previous year, the profit for the year includes profit on sale of assets of
504.42 lakhs as against 0.12 lakhs in the previous year. After brought forward balance
of profit of 1066.30 lakhs the balance available for appropriation was 2036.73 lakhs.
Transfer to Reserves
During the year under review, no amount was transferred to the General Reserve.
Dividend
Your Directors are of the view to retain the profits for investment in suitable
business and therefore do not recommend any dividend for the year. (Last year Nil)
Consolidated Financials
The company has no subsidiaries and so there are no consolidated financials of the
Company.
Listing of Securities
The Companys Equity Shares are listed on the BSE Limited (BSE), However trading of
shares at BSE has been suspended. Board of Directors and Key Managerial Personnel Board
Meetings
The Board consists of Four (4) members as on 31st March, 2017, two of whom
are Promoters and out of the two, one is Non Executive Non Independent Director and
remaining two are Independent Directors. The Company has a Chief Financial Officer (CFO)
among the KMP apart from the Managing Director.
During the year under review, Board of Directors of the Company met Five (5) times,
viz. 15th April, 2016, 30th May, 2016, 28th July, 2016,
11th November, 2016 and 1st February, 2017.
Further during the year Independent directors meeting was held on 1st
February, 2017 where both Independent Director Mr. Nipun Kapur & Mrs. Manavta Kapur
were present.
Committee of Board
Your Company has several Committees which have been established as part of best
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
The Company has following Committees of the Board:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Grievances and Relationship Committee
- Share T ransfer Committee
A detailed note on the committees with respect to composition, meeting, powers, and
terms of reference is provided under the Corporate Governance Report section in this
Annual Report.
Appointment, Re-appointment and Resignation of Directors
During the year under review, there is no change in Board of Directors of the Company.
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act 2013, Mr. Ravi Malhotra, Director of the Company, retires by rotation at the
ensuring Annual General Meeting and being eligible, offer himself for re-appointment.
None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.
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.
Training of Independent Directors
To familiarise about the new amendments and various changes occurring in the Industry
which affects the strategy, operations and functions of the Company, the executive
directors / senior managerial personnel make presentations to the Independent Directors
about latest changes in the Industry.
Details of Key Managerial Personnel
Mr. Ravi Malhotra as the Managing Director and Mr. Narendra Kapadia as the Chief
Financial Officer are the Key Managerial Personnel as per the provisions of the Companies
Act, 2013.
Nomination and Remuneration Policy
The Company has, in order to attract motivated and trained manpower in competitive
market, and to harmonies the aspirations of human resources consistent with the goals of
the Company and in terms of the provisions of the Companies Act, 2013 and under the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015 as amended from time to
time, devised a policy on the nomination and remuneration of Directors, key managerial
personnel and senior management. Key points of the policy are:
A. Policy on appointment of Directors, key managerial personnel and senior management
personnel
- The policy is formulated to identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, KMP and senior
management personnel and recommend to the Board for his/her appointment.
- A person should possess adequate qualification, expertise and experience for the
position he/she is considered for appointment.
- In case of appointment of Independent Director, the Committee shall satisfy itself
with regard to the independent nature of the Director vis-a-vis the Company so as to
enable the Board to discharge its function and duties effectively.
B. Policy on remuneration of Director, key managerial personnel and senior management
personnel
The Companys remuneration policy is driven by the success and performance of the
Director, KMP and Senior Management Personnel vis-a-vis the Company. The Companys
philosophy is to align them and provide adequate compensation with the Objective of the
Company so that the compensation is used as a strategic tool that helps us attract, retain
and motivate highly talented individuals who are committed to the core value of the
Company. The Company follows a combination of fixed pay, benefits and performance-based
variable pay. The Company pays remuneration by way of salary, benefits, perquisites and
allowance. The remuneration paid by the Company is within the salary scale approved by the
Board and Shareholders.
Board Evaluation
Pursuant to the provisions of the Act and the Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out the
annual performance evaluation of all the Independent Directors. Further all the
Independent Directors have reviewed the performance of all non-Independent Directors and
the Board of Directors as a whole in their meeting held on 01st February 2017.
The criteria applied in the evaluation process are explained in the Corporate Governance
Report.
Corporate Social Responsibility Committee ("CSR")
The provisions relating to Corporate Social Responsibility are not applicable to the
Company.
Subsidiary, Joint-Venture and Associate Companies
The company does not have any subsidiary, joint venture and associate companies.
Public Deposits
During the period under review, the Company has not accepted deposits from shareholders
and public falling within the ambit of Section 73 of the Companies Act, 2013 and rules
made there under.
Share Capital
The paid up equity share capital as at 31st March 2017 stood at Rs. 400.77
lacs. During the year under review, the Company has not issued any kind of share capital
to any person/ employee.
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report instances of unethical behaviour,
actual or suspected fraud or violation of Companys Code of Conduct to the management. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No
whistle blower has been denied access to the Audit Committee of the Board.
Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year under review, in
terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Corporate Governance
Pursuant to Regulations 17 to 27 and 46 of the SEBI (LODR) Regulations, 2015 with the
Stock Exchanges, a separate section on Corporate Governance and the certificate obtained
from Practising Company Secretary confirming its compliance is provided separately and
forms a part of this Report. The Board of Directors supports the basic principles of
corporate governance. In addition to this, the Board lays strong emphasis on transparency,
accountability and integrity.
Management Discussion and Analysis Report
Your attention is drawn to the perception and business outlook of your management for
your company for current year and for the industry in which it operates including its
position and perceived trends in near future. The Management Discussion and Analysis
Report, as required under Regulations 34 (2) (e) of the SEBI (LODR) Regulations, 2015 with
the Stock Exchange is attached and forms part of this Directors Report.
Particulars of Loans, Guarantees and Investments
The Company has not given any loan or provided any guarantee during the year. Details
of investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement.
Extract of Annual Return
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014, the extract of the Annual Return as at 31st March 2017 in Form MGT-9
forms part of this Annual Report as Annexure-1.
Contracts or Arrangements with Related Parties
There were no related party transactions except the payment of remuneration to key
managerial personnel as shown in notes forming parts of Financial Statements.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Your directors have nothing to report on the aforesaid matters as your Company is not
engaged in manufacturing, has no foreign collaboration and has not imported or exported
any goods or services and there is no earning / outgo of foreign exchange.(last year nil)
Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year and the date of Directors
Report.
Particulars of Employees
The ratio of remuneration of each Director to the median employees remuneration and
other details in terms of Sub-section 12 of Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 form part of this Annual Report as Annexure 2.
The details as required under Section 197(12) of the Companies Act, 2013, read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is
not applicable as there is no employee in the Company employed throughout the financial
year with salary above Rs. 102 lac p.a. or employed in part of the financial year with
average salary above Rs. 8.5 lac per month.
Further, there is no employee employed throughout the financial year or part thereof,
who was in receipt of remuneration of in aggregate is in excess of that drawn by the
Managing Director or Whole-time Director or Manager and holds, by himself or along with
his spouse and dependent children, not less than two per cent (2%) of the equity shares of
the Company.
Internal Financial Control Systems and their Adequacy
Your Company has laid down the set of standards, processes and structure which enables
it to implement internal financial control across the organisation and ensure that the
same are adequate and operating effectively. To maintain the objectivity and independence
of internal audit, the Internal Auditor reports to the Chairman of the Audit Committee of
the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, its compliance with the operating systems, accounting
procedures and policies of the Company. Based on the report of Internal Auditor, the
process owners undertake the corrective action in their respective areas and thereby
strengthen the control. Significant audit observation and corrective actions thereon are
presented to the Audit Committee of the Board.
Auditors
Statutory Auditors and their Report
M/s. G.K. Choksi & Co., Chartered Accountants (Firm Registration No. 101895W),
Ahmedabad, were appointed as the Statutory Auditors of the Company, to hold the office
from the conclusion of the 38th Annual General Meeting to the conclusion of the
43rd Annual General Meeting as per the provisions of the Companies Act, 2013
and the rules made thereunder.
Further, pursuant to the requirement of the Section 139 of the Companies Act, 2013 the
appointment of the Statutory Auditors is to be ratified by the members at every Annual
General Meeting. Members are requested to ratify their appointment for the F.Y. 2017-18.
The Auditors Report on the accounts of the Company for the accounting year ended 31
March 2017 is self-explanatory and does not call for further explanations or comments that
may be treated as adequate compliance of Section 134 of the Companies Act, 2013.
Internal Auditors and their report
M/s. Ajaykumar J. Shah & Co., Chartered Accountants, Ahmedabad, has been the
internal auditor of the Company for the Financial Year 2016-17. The Internal Auditor is
appointed by the Board of Directors of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor reports its findings on the
internal audit of the Company to the Audit Committee on a quarterly basis. The scope of
internal audit is approved by the Audit Committee.
The Board has appointed M/s Ajaykumar J. Shah & Co., Chartered Accountants,
Ahmedabad for the Financial Year. 2017-18 as an Internal Auditor of the Company in the
Board meeting held on 09th May, 2017, after obtaining his consent and
eligibility letter for appointment as Internal Auditor of the Company.
Secretarial Auditor and their report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed Mr. Tapan Shah, Practicing Company Secretary to undertake the Secretarial
Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the
Financial Year 2016-17 is annexed to this Directors Report as Annexure-3.
There are certain qualifications and observations in secretarial auditors report. In
this regard we would like to clarify that Company has already stopped manufacturing
activities and also there is no substantial public interest involved in the Company and
therefore, practically it is very difficult for the Company to comply some of the
provisions of the Companies Act as well as of the SEBI (LODR) Regulations, 2015.
The Board of Directors has appointed Mr. Tapan Shah, Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the Financial Year 2017-18 in the Board
Meeting held on 09th May, 2017.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act, 2013, Directors
subscribe to the "Directors Responsibility Statement" and confirm that:
a) In preparation of annual accounts for the financial year ended 31 March, 2017, the
applicable accounting standards have been followed and no material departures have been
made from the same;
b) 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 at the end of the financial year and of
the profit or loss of the Company for that year;
c) 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;
d) The Directors had prepared the annual accounts for the financial year ended 31
March, 2017 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
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.
Business Risk Management
The present business activities and the day to day activities of management are managed
by Managing Director of the Company. The Company is aware of the risks associated with the
present activities. It regularly analysis and takes corrective actions for managing and
mitigating the same.
The Company has framed a Risk Management Framework for risk assessment and risk
minimisation which is periodically reviewed to ensure smooth operation and effective
management control. The Audit Committee also reviews the adequacy of the risk management
framework of the Company, the key risks associated with the business and measure steps in
place to minimise the same.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme and ESOS.
3. The Managing Director of the Company has not received any remuneration or commission
from any other company.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
Acknowledgement
The Board place on record their deep appreciation for all those who are associated with
the Company and have continued their support towards the growth and stability of the
Company.
|
For and on behalf of the Board |
| Ahmedabad |
Ravi Malhotra |
| 09.05.2017 |
Chairman & Managing Director |
|
DIN: 00258246 |
+91-9892691696
