Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || ||(Rs. in Lacs) |
|Particulars ||Year ended 31-03-2016 ||Year ended 31-03-2015 |
|Total Revenue ||2238.57 ||1596.72 |
|Total Expenditure ||2269.88 ||1697.47 |
|Profit (Loss) before tax ||(31.31) ||(100.75) |
|Provision for Differed Tax ||9.48 ||30.14 |
|Net Profit (Loss) for the year ||(22.61) ||(70.61) |
Income of the Company increased from Rs. 159671806 to Rs. 223857088 as comparedto previous year and consequently performance of your Company for the year under reviewhas been improved. The Board of Directors of the Company is continuously making effortsfor the growth of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
Due to loss your Board of Directors does not recommend declaration of dividend.Moreover no amount 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/- dividedinto 16500000 equity shares of Rs. 10/- each. The paid up share capital of the companyis Rs. 100346990/- divided into 10034699 equity shares of Rs. 10/- each.
During the year the company has allotted of 3700000 equity shares throughPreferential Allotment to three non-promoter investors namely 1. Akhil Retail PrivateLimited 2. Tanya Estate Private Limited and 3. Shradha Cable Communication PrivateLimited considering the potential growth of the company.
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:
There is cut throat competition in the IT industry and more particularly in hardwareand software. To mitigate the same management had adopted defensive strategy in order tomaintain the market share of your Company. At
Present many policies are being formed/adopted by the present Government which may bebeneficial to the Company in future.
The global economy in FY 2015-16 witnessed divergent trends among major economies. TheIndian economy and business environment remained largely subdued during 2015-16. Theglobal economic recovery is gaining momentum coupled with some divergence. Indiaseconomy is poised to return to its high-growth path thanks to lower fiscal and currentaccount deficits falling inflation low crude oil price moderate commodity prices andstructural reforms to boost investments. Monetary policy is also likely to be supportivewith the Reserve Bank of India (RBI) having moved to flexible inflation targeting. Themanufacturing sector is likely to benefit from lower interest rates. However productivityand capital efficiency improvement are likely to drive near-term growth.
Demand from export as well as domestic markets has not increased substantially.Volatility of rupee may hamper growth of economy.
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.
7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year foreign exchange earnings and outgo isgiven in ANNEXURE - I and forms part of this report.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Companys operation in future.
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:
During the year under the review 7 (Seven) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethere under. 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.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There is amaterial significant related party transactions entered in to by the Company with respectto purchase of goods with Nishan Grafitech Pvt. Ltd. amounting to Rs. 59733657/- andthus 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 Ms. 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.
As per section 149(4) of the Companies Act 2013 (Act) which came into effect from 1stApril 2014 every listed public company is required to have at least one-third of thetotal number of directors as Independent Director. In accordance with the provisions ofsection 149 of the Act these Directors are being appointed as Independent Directors tohold office as per their tenure of appointment mentioned in the Notice of the forthcomingAnnual General Meeting (AGM) 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 no change 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 Ms. Hina S. Patel and Ms. Payal Makani under Key Managerial Personnel of theCompany.
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:
- Knowledge and 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 on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland 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 2016.
20. INDEPENDENT DIRECTORS MEETING:
Independent Directors of the Company had met during the year under the review on 20thFebruary 2016.
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 at the last Annual General Meeting held on30th September 2014 for a term of five consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. J. K. Parmar & Co. Chartered Accountants (Firm RegistrationNo.105799W) that their appointment if made would be in conformity with the limitsspecified under the Act.
It is proposed to ratify the appointment M/s. J. K. Parmar & Co. CharteredAccountants (Firm Registration No.105799W) to audit the accounts of the Company for thefinancial year 2016-2017.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors Report areself-explanatory and therefore do not call 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 Company. The Secretarial Audit Report is annexed 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 has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such systems are adequate and operatingeffectively.
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 fluctuationCompliances 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 forthe directors and employees to report genuine concerns in such manner as may be prescribedand to report to the management instances of unethical behaviour actual or suspectedfraud or violation of the Companys 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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed 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 2016 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 madethere under 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. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
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 therequirements and disclosures that have to be made in this regard. The CompanySecretarys Certificate of the compliance with Corporate Governance requirements bythe Company is attached to the Report on Corporate Governance. Report on CorporateGovernance is given elsewhere in this Annual Report herewith attached as ANNEXURE V.
29. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in Regulation 27 of 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 present the Company is not required to constitute a CSR Committee inthis regards as none of the above 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.
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: 3rd September 2016 || || |
| ||SD/- ||SD/- |
| ||Swetank Patel ||Hina Patel |
| ||Managing Director ||Director |
| ||DIN: 00116551 ||DIN: 01987053 |