ANUBHAV INDUSTRIAL RESOURCES LIMITED
Your Directors have great pleasure in presenting 32nd Annual Report alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended March 312017.
1. FINANCIAL RESULTS:
(Amt In Rs.)
|PARTICULARS ||Year ended |
| ||2017 ||2016 |
|Total Income ||2438684 ||4129990 |
|Total Expenditure (Excluding Depreciation) ||1455701 ||3296480 |
|Gross Profit/(Loss) before Depreciation & Tax ||982983 ||833510 |
|Add/Less: Depreciation (Net) ||-- ||-- |
|Profit/(Loss) before Taxation ||982983 ||833510 |
|Less: Provision for Taxation ||(259000) ||(369306) |
|Net Profit/(Loss) after Taxation ||723983 ||464204 |
|Transfer from General Reserve ||-- ||-- |
|Balance Brought forward from previous year ||41160 ||(423044) |
|Balance carried forward to Balance Sheet ||765143 ||41160 |
In Order To Conserve The Resources Your Directors Do Not Recommend Any Dividend ForThis Year.
Your Company did not accept any deposits from the public during the current year.
4. RISK MANAGEMENT POLICY
The Company has laid down sufficient procedures about risk assessment and itselimination and/or its minimization.
The Company has adopted a Policy on Risk Management to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the Companys business. In order to achieve the keyobjective this Policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk related issues.
The Companys management systems organizational structures processes standardscode of conduct Internal Control and Internal Audit methodologies and processes thatgoverns how the Company conducts the business of the Company and manages associated risks.
5. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureA and is attached to this Report.
6. NUMBER OF BOARD MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Boards approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting.
04 (Four) of the Board meetings were held during the financial year ended March 312017. The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013. The maximum interval between any two meetings did not exceed 120 daysas prescribed under the Companies Act 2013.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Rajeev Ramchandra Padhye (DIN: 07064915) and Shri. M.V.V. Ramana Varma (DIN:01915394)were appointed by the Board of Directors as an additional Directors of theCompany with effect from 23rd August 2017 and they holds office upto the date of this32nd Annual General Meeting of the Company in terms of Section 161 of the Companies Act2013 ("Act") and in respect of whom the Company has received notices in writingfrom Members under Section 160 of the Act proposing them candidatures for the office ofDirectors of the Company be and are hereby appointed an Independent Non-Executive Directorand Executive Director of the Company respectively.
Mr. Rajeev Ramchandra Padhye (DIN: 07064915) was appointed as a whole Time Directordesignated as an Executive director w.e.f. 23rd August 2017 for the period ofthree years from 23rd August 2017 to 22nd August 2020.
8. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms
i) In the preparation of the annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
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.
9. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
10. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
11. COMMENTS ON AUDITORS REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Shyam C. Agrawal & Co. Chartered Accountants Mumbai in their report.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
12. SECRETARIAL AUDITOR & REPORT
The Board of Directors of the Company has appointed Ms. Samata Saraf CompanySecretary; to conduct the Secretarial Audit for the financial year 2016-2017. TheSecretarial audit report for the financial year ended March 31 2017 is Annexure B.to this Report.
M/s. Shyam C. Agrawal & Co. Chartered Accountants Mumbai (Firm Registration No as110243W) who are Statutory Auditors of the Company shall hold office till the conclusionof the forthcoming Annual General Meeting. However they have expressed theirunwillingness to be appointed as Statutory Auditor after the conclusion of 32nd AnnualGeneral Meeting.
The Board of Directors of the Company subject to approval of the Members had appointedM/s. Sarath & Associates Chartered Accountants Mumbai (Firm RegistrationNo.005120S) as Statutory Auditors of the Company in place of the M/s. Shyam C. Agrawal& Co. Chartered Accountants Mumbai (Firm Registration No as 110243W) being theretiring Auditor. The auditors report does not contain any qualificationsreservation or adverse remark.
14. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013. The Company has appointed Mr. NitinAshok Agrawal Chartered accountant as an Internal Auditors for the year to 2016-2017 toconduct the internal audit and to ensure adequacy of the Internal controls adherence toCompanys policies and ensure statutory and other compliance through periodicalchecks and internal audit.
15. CORPORATE GOVERNANCE:
The Company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations &Disclosure Requirements) (LODR) Regulations 2015 as the Paid-up capital of the Companywas below Rs. 100000000/- (Rupees Ten Crores Only) and Net Worth was below Rs.250000000/- (Rupees Twenty-Five Crores Only) as on the last day of the previousfinancial year.
As on March 31 2017 the Companys Paid up Capital is of Rs. 50790000/- (RupeesFive crores seven lakhs and ninety thousand Only) and Net worth is of Rs. 51555143/-(Rupees Five Crores Fifteen Lakhs Fifty-Five Thousand One Hundred & Forty-Three Only).
Hence compliance with Corporate Governance provisions as per SEBI (LODR) Regulations2015 are not applicable to the Company.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial Statement.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureC.
18. INDEPENDENT DIRECTORS MEETING
The meeting of the Independent Directors was held on Tuesday February 14 2017 as perschedule IV of the Companies Act 2013.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
20. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is not applicable to Company.
21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. Details of which havebeen given in the Corporate Governance Report annexed to this Report.
The Vigil Mechanism Policy is available at the website of the company:www.anubhavindustrialresourceslimited.com
22. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the year under review isannexed as ANNEXURE D of this report.
23. PARTICULARS OF EMPLOYEES:
During the Financial Year the Company does not have any employee who was drawingremuneration required to be disclosed pursuant to the Section 197 of Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Since the Company has no subsidiaries provision of Section 212 of the Companies Act1956 is not applicable.
The Directors take this opportunity to thank all the employees Banks and Customers fortheir contribution to the Companys performance during the year under review.
| ||By Order of the Board |
| ||For ANUBHAV INDUSTRIAL RESOURCES |
| ||LIMITED |
| ||Sd/- |
| ||Mrs. VIDYA MAHESH CHALKE |
|DATE: 23rd August 2017 ||MANAGING DIRECTOR |
|PLACE: MUMBAI ||DIN: 02903650 |