FOR THE FINANCIAL YEAR 2016-2017
Your Directors are pleased to present the Company's 69th Annual Report on the businessand operation of the Company together with the Audited Statements of Accounts of theCompany for the year ended on 31st March 2017.
1. A) FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
During the year under review performance of your company as under:
| || ||Rs. in lacs |
|Particulars ||2016 - 2017 ||2015 -2016 |
|Revenue from operation ||772.36 ||675.27 |
|Other Income ||220.53 ||13.81 |
|Less: Expenses ||(862.41) ||(755.70) |
|Earnings before interest tax and depreciation ||130.48 ||(66.62) |
|Less: Interest ||(31.09) ||(29.39) |
|Less: Depreciation and amortisation ||(11.02) ||(17.99) |
|Profit/(loss) before tax ||88.37 ||(114) |
|Tax Expenses ||(2.45) || |
|MAT credit ||1.89 || |
|Deferred tax ||(36.60) ||43.85 |
|Profit / Loss after tax ||51.21 ||(70.15) |
B) PERFORMANCE OF ASSOCIATE/JOINT VENTURE:
Your Company holds 400000 Equity Shares of Rs. 10/- each in a associate/ jointventure company M/s. 1908 E-Venture Private Limited representing 38% of totalshareholding.
During the year under review your company has invested Rs. 8000000/- in 800000Unsecured fully convertible Debenture of Rs. 10/- each in 1908 E-Venture Private Limitedcarrying an interest rate of 9.5% per annum.
Revenue from operation of 1908 E-venture Private Limited for Financial year 2016-17 wasRs. 35.54 Lakh as compared to revenue of Rs. 0.75 Lakh of previous Financial year whereasloss after tax for Financial year 2016-17 was Rs. 72.05 Lakh was higher as compared toloss of Rs. 47.24 Lakh of previous financial year 2015-16.
Keeping inview for on-going expansion plans your Directors do not recommend dividendfor the period under review.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
The Company was not required to transfer unclaimed dividend in to Investor Educationand Protection Fund during the period under review.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the year under review your company has achieved about 17.88% growth in personalcare product segment however trading of welding equipment business was flat. Inspite ofsincere efforts taken by the management there was no sign of growth in the tradingbusiness hence management decided to concentrate on manufacturing of personal carebusiness and dis-continue the trading business so that all energies and resources of thecompany can be contributed into the personal care business which is a shining segment.
With a slow start in 2016 the economic momentum recovered towards the middle of theyear. While this growth momentum was temporarily impacted with demonetization the Indianeconomy appears to be recovering fast and will continue as one of the fastest growingnations.
Consumers are opting to spend on necessities rather than on discretionary items. TheFMCG industry remained under pressure because of subdued consumer sentiments. Earnings formost companies were soft through the year and they struggled for volume growth.
Your Company's initiatives in the area of sustainability vision and its growth pathinto the future leveraging its corporate strategy of creating multiple drivers of growthis slowly bearing fruit. The order booking for the current year is encouraging.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
Except dis-continuation of trading activity no other material changes and commitmentsaffecting the financial position of the Company occurred between the end of the financialyear to which this financial statements relate on the date of this report.
6. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:-
The Company has not carried any activities relating to the conservation of energy. TheCompany has not acquired any technologies during the year under review.
7. FOREIGN EXCHANGE EARNINGS / OUTGO:-
Your Company has carried out following activities relating to the export and importduring the financial year. There are following foreign exchange expenses and foreignincome during the financial year.
i. Earnings in foreign currency:
|Particulars ||Year ended 31.03.2017 |
|Export receipts ||- |
ii. Expenditure in foreign currency:
|Particulars ||Year ended 31.03.2017 |
|CIF Value of import of trading goods ||484238 |
8. REPORT ON CORPORATE GOVERNANCE :
Your company is under exemption of compliance of Regulation 17 18 19 20 2122 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C Dand E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015. Pursuant to regulation 34(3) read with Schedule V (C) of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 therefore Report onCorporate Governance is not applicable.
9. REPORT ON MANAGEMENT DISCUSSION & ANALYSIS:
A detailed Management Discussion and Analysis as required under regulation 34(3) readwith Schedule V (B) of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 is given in Annexure A which forms part of this Board Report
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries/ associatecompany/joint venture in Form AOC-1 to be attached with this Report. Since your Companyhas one associate company within the meaning of the Companies Act 2013("Act").Form AOC 1 is appended as Annexure- B to the Board's Report
11. PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public and accordingly no amount wasoutstanding as on the date of the Balance Sheet.
12. EXTRACT OF THE ANNUAL RETURN:
As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013an extract of the Annual Return in Form No. MGT 9 as at the financial year ended 31stMarch 2017 is given in Annexure C which forms part of this Board Report.
13. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors met four times during the financial year 2016-2017 in compliancewith the provisions of the Companies Act 2013. The intervening gap between any twomeetings was within the period of 120 days as prescribed by the Companies Act 2013.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
Your Company has made an investment of Rs. 8000000/- in its joint venture/ associatecompany M/ s. 1908 e-ventures Pvt. Ltd. which represents investment in 9.5% UnsecuredFully Convertible Debenture of Rs. 10/- each of the company. Except above there were noloans guarantees or investments made by the Company under Section 186 of the CompaniesAct 2013 during the year under review.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to Section 188of the Companies Act 2013 in the prescribed form AOC 2 is appended as Annexure Dto the Board's Report.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
There are no qualifications reservations or adverse remarks made by the Auditors intheir report.
17. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided in Section 178(3) of the Companies Act 2013 adopted by theBoard has been posted on its website.
18. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Article 49 of the Articles of Association of theCompany Mr. Deep A Lalvani Whole Time Director of the Company retire by rotation at theforth coming Annual General Meeting and being eligible seeks re- appointment.
The following persons were designated as Key Managerial Personnel during the financialyear 2016-2017:
1. Namrata Jain Company Secretary and Compliance Officer.
20. DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulation 25 of SEBI (LODR) Regulation 2015.
21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENT:
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. During the year under review such controls were tested and no reportablematerial weakness in the design or operation was observed.
22. AUDITORS AND AUDITORS' REPORT:
At the Annual General Meeting held on 26th August 2015 M/s. Amarnath Kamath andAssociates Chartered Accountants [Firm registration No.000099S] were re-appointed as theStatutory Auditors of the Company to hold office until the conclusion of the 70th AnnualGeneral Meeting to be held in the year 2018. In terms of the provision of Section 139 ofthe Companies Act 2013 the appointment of the Statutory Auditors shall be placed forratification at every Annual General Meeting. Accordingly the re-appointment of AmarnathKamath and Associates as Statutory Auditors of the Company is placed for ratification bythe Shareholders'.
Your Company has received a written confirmation from the Statutory Auditors to theeffect that their reappointment as the Auditors of the Company if made will be as perthe requirements laid down under Section 139 and 141 of the Companies Act 2013 read withRule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are notdisqualified for re-appointment.
The observations of the Auditors and the relevant notes to the financial statement areself-explanatory and therefore do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation or adverse remark.
Further during the year in the course of the performance of their duties as Auditorno fraud was reported by them for which they have reason to believe that an offenceinvolving fraud has been committed against the Company by officers or employees of theCompany.
Report on Frauds if any:
During the year under review no incidence of any fraud has occurred in the Company.Neither the Audit Committee of the Board nor the Board of the Company had received anyreport involving any fraud from the Statutory Auditors of the Company. As such there isnothing to report by the Board as required under Section 134 (3) (ca) of the CompaniesAct 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Ms. Snehal Amol Phirange Practicing Company Secretary (FCS 8103; C P No.8064) Pune was appointed to conduct a secretarial audit of the Company's Secretarial andrelated records for the financial year ended 31 March 2017. The Practicing CompanySecretary has submitted her Report on the secretarial audit conducted by her which isgiven in Annexure E and forms part of this Board Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
Auditors' certificate on Corporate Governance:
Your company is under exemption of compliance of Regulation 17 18 19 20 21 22 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C Dand E of Schedule V of the SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015. Pursuant to regulation 34(3) read with Schedule V (E) of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 therefore Auditors'certificate on corporate governance is not applicable.
CEO and CFO certification:
As required by regulation 17(8) SEBI (Listing Obligations And Disclosure Requirements)Regulations 2015 the CEO and CFO certification as specified in Part B of Schedule II isnot applicable.
The Audit Committee comprises Mr. Gaurav Lalwani Mr. Navroze S. Marshall all of whomare Independent Directors and Deep A Lalvani as an Executive Non-Independent Member.
24. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:
The Audit Committee comprises Ms. Ninotchka Malkani Nagpal Non ExecutiveDirector and Mr. Deep A Lalvani as an Executive Non- Independent Member.
25. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION COMMITTEE:
The Audit Committee comprises Mr. Gaurav Lalwani Mr. Navroze S. Marshall all of whomare Independent Directors and Ms. Ninotchka Malkani Nagpal Non Executive Director.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism (which incorporates a whistle blowerpolicy in terms of listing agreement) for directors and employees to report their genuineconcerns. The Policy is also available on the Company's website
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website
1. Materiality of event & information
2. Preservation of documents
3. Whistle Blower cum Vigil Mechanism.
4. Prevention of Sexual Harassment
5. Remuneration Committee
6. Nomination & Remuneration Policy
7. Archive Management Policy
8. Independent Director Appointment -T&C
9. Audit Committee Charter
10. Code of Conduct for Prevention of Insider Trading
11. Code of Practices and Procedures for fair disclosure
12. Stakeholders' Relationship Committee
27. RISK MANAGEMENT POLICY:
The Board regularly reviews the risk management strategy of the Company to ensure theeffectiveness of implementation of the risk management policies and procedures. YourDirectors do not foresee any elements of risk which in its opinion may threaten theexistence of the Company.
28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.Your Directors have toreport that during the year under review neither any complaints of sexual harassmentwere received by it from the ICC nor were there any complaints relating thereto whichrequired any disposal thereof.
30. CHANGES IN SHARE CAPITAL:
There were no change in the Share Capital of the Company. Paid up Share Capital of thecompany is Rs. 28641780/- which remain same during the year.
31. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:
The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation by the Board of its own performance and that of the various Committees of theBoard and the individual Directors. The framework of performance evaluation of theDirectors captures the following points:
Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company;
Participation of the Directors in the Board proceedings and his / her effectiveness;
The evaluation was carried out by means of the replies given / observations made by allthe Directors on the set of questions developed by them which brought out the keyattributes of the Directors quality of interactions among them adequacy andeffectiveness of the various Committees of the Board and the performance of the Board.
INFORMATION FORMING PART OF THE DIRECTOR'S REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and also the Statement containingparticulars of employees as required under Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 is provided in AnnexureF forming part of this Report.
32. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and behalf of the board |
| ||Deep A Lalvani |
| ||Whole time Director |
|Mumbai ||N M Nagpal |
|9th May 2017 ||Director |