Your Company's Directors have pleasure in presenting their Annual Report on thebusiness and operations of the
Company and the Audited Accounts for the Financial Year ended 31st March2017.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Your Company has prepared the Financial Statements for the financial year ended March31 2017 under Section
133 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 and hasrecast the Financial Statements relating to the previous financial year ended March 312016 in order to make them comparable.
|Financial Results || ||(Rs. in Lacs) |
|Particulars ||Year ended ||Year ended |
| ||31-03-2017 ||31-03-2016 |
|Total Revenue ||1607.02 ||2238.57 |
|Total Expenditure ||1596.49 ||2269.88 |
|Profit (Loss) before tax ||10.53 ||(31.31) |
|Prior Period Expenses ||- ||(0.78) |
|Provision for Differed Tax ||(9.31) ||9.47 |
|Net Profit (Loss) for the year ||1.22 ||(22.61) |
Income of the Company though decreased from Rs. 223857088 to Rs. 160701820 ascompared to previous year but the performance of your Company for the year under reviewhas been improved and the Company has
earned profit during the year. The Board of Directors of the Company is continuouslymaking efforts for the
growth of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
During the year your Board of Directors does not recommend declaration of dividend.Moreover the profit
amounting to Rs. 120963.50 is being transferred to Reserves during the financial year.
4. SHARE CAPITAL:
At present the Company has only one class of shares equity shares with face value ofRs.10/- each. The
authorized share capital of the company is Rs. 165000000/- divided into 16500000equity shares of Rs. 10/-
each. The paid up share capital of the company is Rs. 100346990/- divided into10034699 equity shares of Rs.10/- each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. FUTURE OUTLOOK:
The global economy continues to remain under pressure from the ongoing politicalpolicy and economic uncertainties around the world. However it is expected that theglobal growth should stabilize in future.
The Indian GDP growth rate continues to be one of the fastest growing large economiesof the world. Economic growth is expected to further improve on the strengthening consumersentiment.There is cut throat competition
in the IT industry and more particularly in hardware and software. To mitigate thesame management had adopted defensive strategy in order to maintain the market share ofyour Company. At Present many policies are being formed/adopted by the present Governmentwhich may be beneficial to the Company in future.
The thrust on the competitive strength newer product development and consolidation ofcustomer relationship has resulted into a bright future for the Company. The companyexpects to retain the performance in the current year.
The enactment of the GST legislation has been a milestone reform that will create awin-win environment for all stakeholders and heralds an integrated and productive economyand is expected to further boost economic growth. However there could be temporarytransition challenges during the cut-over.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO: During the period under review several energy conservation initiatives wereadopted and were taken by the Company. There are no plans to import any kind of technologyfor the project and hence information regarding its absorption is not applicable. Therewas no research activities carried out during the year. In compliance with the provisionsof Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies(Accounts) Rules 2014 a statement containing information on conservation ofenergy technology absorption foreign exchange earnings and outgo of the Company in theprescribed format is annexed to this Board's Report and marked as ANNEXURE I andforms part of this report.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
Subsequent to the end of the financial year on March 31 2017 till date the Companyhas passed the resolution through Postal Ballot for insertion of new object of oil &gas exploration and to deal in all sorts of bio fuel bio oil crude and refine petroleumoils refined bio oil refined bio fuel natural gases oleaginous andsaponaceoussubstances their products by-products and other oil field services in themain object clause of the Memorandum of Association of the Company. This new activityundertaken by your Company will positively affect the financial position of the Company inthe coming financial years.
9. SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS:
During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2017 which wouldimpact the going concern status and future
operations of your Company.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are
given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
Your Company's Board is duly constituted which is in compliance with the requirementsof the Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company.
During the year under the review 6 (Six) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31 2017 is annexed to theBoard's Report and marked as ANNEXURE-II.
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
During the financial year ended March 31 2017 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed there under werein the ordinary course of business and at arm's length basis. As per regulation 23 of SEBI(LODR) Regulation 2015 there is a material related party transactions entered in to bythe Company with respect to purchase of goods with Nishan Grafitech Pvt. Ltd. amounting toRs. 71314333/-. The disclosure in Form AOC-2 has been made and is attached herewith.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mrs. Hina S. Patel (DIN: 01987053) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers herself for re-appointment.
The Company had pursuant to the provisions of Regulation 17(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 entered into with StockExchanges appointed Mr. Umesh Naik (DIN: 02269103) Mr. Narendra Ayer (DIN: 00116692) asan Independent Directors of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. There is nochange in the constitution of Board of Directors during the year.
As required under Section 203 of the Companies Act 2013 the Company has Mr. SwetankM. Patel and Ms. Payal Makani under Key Managerial Personnel of the Company.
17. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria: (a) For Independent Directors: - Knowledgeand Skills - Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements - Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has framed the policy on the recommendation of the Nomination &Remuneration Committee formulated criteria for determining Qualifications PositiveAttributes and Independence of a Director and also a Policy for remuneration of DirectorsKey managerial Personnel and senior management.
19. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives
Directors for attending any meetings during the financial year ended 31stMarch 2017.
20. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on 24thMarch 2017.
21. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently Three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
M/s. J. K. Parmar & Co. Chartered Accountants (Firm Registration No.105799W) wereappointed as Statutory Auditors of your Company. On expiry of term of M/s. J. K. Parmar& Co. Chartered Accountants (Firm Registration No.105799W) the Board at theirmeeting held on 26th August 2017 had appointed M/s. GMCA & Co. Chartered
Accountants Ahmedabad (Firm Registration No.109850W) as Statutory Auditor of theCompany in compliance of Section 139 of the Companies Act 2013 and Rule 3(7) ofCompanies (Audit and Auditors) Rules 2014 subject to
the approval of shareholders in the ensuing Annual General Meeting to be held on 27thSeptember 2017.
As per Section 139 of the Companies Act 2013 the Board recommends to appoint M/s. GMCA& Co. Chartered Accountants Ahmedabad (Firm Registration No.109850W) as StatutoryAuditors of the Company as Statutory Auditors of the Company at the forthcoming AnnualGeneral Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s.
GMCA & Co. Chartered Accountants Ahmedabad (Firm Registration No.109850W) thattheir appointment if made would be in conformity with the limits specified under the Actand that they are not disqualified for their appointment.
The Report given by the M/s. J. K. Parmar & Co. Auditors on the financialstatements for March 2017 of the Company is part of the Annual Report. The notes to theaccounts referred to in the Auditors' Report are self-explanatory and therefore do notcall for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Companyfor the financial year 2016-17. The Secretarial Audit Report isannexed herewith as Annexure IV
There is no qualification reservation or adverse remark in the report.
23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an internal financial 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. The Company has appointed Milan H. Shah Accountant as an Internal Auditors ofthe Company. The Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficiency & adequacy of internal financial control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations andsubmit their periodical internal audit reports to the Audit Committee. Based on theinternal audit report and review by the Audit committee process owners undertakenecessary actions in their respective areas. The internal auditors have expressed that theinternal financial control system in the Company is robust and effective. The Board hasalso put in place requisite legal compliance framework to ensure compliance of all theapplicable laws and that such systems are adequate and operating effectively.
24. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Currency fluctuation
Compliances of various applicable Laws Regulatory changes Manufacturing & SupplyLitigation Technological Changes and new capital investments return. The management ishowever of the view that none of the above risks may threaten the existence of theCompany as robust Risk mitigation mechanism is put in place to ensure that there is nil orminimum impact on the Company in case any of these risks materialize.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/Vigil Mechanism to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed andto report to the management instances of unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct.
26. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 and tothe best of their knowledge and belief and according to the information and explanationsobtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. 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 31stMarch 2017 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and v. Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
28. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 entered into with the Stock Exchanges a detailed report on Corporate Governance isgiven as a part of the Annual Report. The
Company is in full compliance with the requirements and disclosures that have to bemade in this regard. The Company Secretary's Certificate of the compliance with CorporateGovernance requirements by the Company is attached to the Report on Corporate Governance.Report on Corporate Governance is given elsewhere in this Annual Report herewith attachedas Annexure V.
29. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in Regulation 27of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended to the report onCorporate Governance attached herewith as Annexure VI.
30. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a NetWorth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with anet profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At presentthe Company is not required to constitute a CSR Committee in this regards as none of theabove referred limits have been triggered.
31. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers redistribution stockists retailersbusiness partners and others associated with the Company as its trading partners. YourCompany looks upon them as partners in its progress and has shared with them the rewardsof growth. It will be your Company's Endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co- operation with each otherconsistent with consumer interests.
Your Directors also sincerely thank to all the stakeholders customers vendorsbankers business associates government other statutory bodies and look forward to theircontinued assistance co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board |
|Date: 26th August 2017 || || |
| ||SD/- ||SD/- |
| ||Narendra S. Ayer ||Umesh Naik |
| ||Director ||Director |
| ||DIN:00116692 ||DIN: 02269103 |