The Board of Directors ("Board") of Aqua Pumps Infra Ventures Limited("APIVL") with immense pleasure present their Twenty Fourth Annual Report on thebusiness and operations of your Company for the financial year 2015-16. This Report isbeing presented along with the Audited Statement of the Account for the year.
1) COMPANY PERFORMANCE
The global economic climate posed several challenges but we made the best use of ourresources and abilities for growth. The overall performance for the year spelled growthboth for us and for our clients. During the financial year the Company's Gross Income wasRs. 2133.90 Lakhs. The Profit before Tax for the FY 2015-16 decreased by 56.33% toRs.68.69 Lakhs as against Rs. 157.75 Lakhs in FY 2014-15. The Net Worth of the Company ason March 31 2016 was Rs. 3319.92 Lakhs as against Rs. 3276.41 Lakhs as on March 31 2015.
Financial Highlights of the Company (Rs. In Lakhs
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Total Income ||2133.90 ||4562.58 |
|Total Expenditure ||2065.21 ||4404.83 |
|Profit Before Tax ||68.69 ||157.75 |
|Provision for Tax ||25.18 ||54.44 |
|Profit After Tax ||43.51 ||103.30 |
|Add: Surplus brought forward during the year ||333.65 ||230.35 |
|Profit available for Appropriations ||377.16 ||333.65 |
|Appropriations: ||Nil ||Nil |
|Surplus carried forward ||377.16 ||333.65 |
All material transfers to or from reserves or provisions during the financial year havebeen disclosed in the financial statements.
In order to conserve the resources your Directors does not recommend any dividend forthe year ended March 31 2016.
4} TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
5) SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2016 was Rs. 151276000.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.
6) GOING CONCERN :
These financial statements are prepared under the assumption that the Group is a goingconcern. The directors of the Group believe that on the basis of the future businessplans & cash flows and the ability to raise funds as required they have a reasonableexpectation that the Group will continue as a going concern.
7) EMPLOYEE INVOLVEMENT:
It is Group's policy for the management of its subsidiaries to meet at regularintervals with representatives of various sections of employees at which relevantinformation and developments are discussed. It is also Group's policy to ensure that anylocal legislative requirements for employee representation or participation are fullyadhered to. Information on the Group is provided through internal newsletters intranetportal and notices. Regular meetings are held with the employees to discuss operations andthe financial progress of the business. Leadership assessment programs as well assuccession planning is also practiced to identify & develop potential leaders.Training programmes for staff continue to focus on technical consulting and people skillsto meet the needs of high growth business. An induction plan is in place for all newjoiners of the Group.
8) SUBSIDIARY COMPANY:
During the year under review no Company has become or ceased to be Company'ssubsidiary joint venture or associate.
Your company has one subsidiary company "Choice Realty Private Limited"during the year the Board of Director's reviewed the affairs of the subsidiary. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared consolidatedfinancial statements of the company and its subsidiary which form the part of the AnnualReport. Furthera statement containing silent features of the financial statement of oursubsidiary in the prescribed format AOC-1 is appended as Annexure attached to the Board'sreport. The statement also provides details of performance financial position ofsubsidiary.
9} DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on September 26 2015 the Membershad approved the appointment of Mr. Govind Patodia (DIN: 02794184) as Managing Director inplace of Mr. Kamal Poddar.
Further the Members had also approved the appointment of Mr. Sundarlal SanwarmalBagaria (DIN: 07269962) as Independent Director of the Company in place of Mr. LalitMenghnani.
Mrs. Bindi Vinay Vora ( DIN: 02167147) Whole Time Director will retire by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forreappointment.
Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced for your approval at the ensuing Annual General Meeting.
Composition of Key Managerial Personnel (KMPs):
The Company has the following KMP:
|Name of the KMP ||Designation ||Date of Appointment |
|Mr. Govind Patodia ||Managing Director ||26/09/2015 |
|Mrs. Bindi Vora ||CFO & WTD ||01/09/2014 & 01/10/2014 Respectively |
|Ms. Sweta Bajaj* ||Company Secretary ||13/07/2016 |
*With effect from 13th July 2016 Ms. Karishma Shah ceases to be the CompanySecretary & Compliance Officer of the Company and Ms. Sweta Bajaj has been appointedin her place.
Board and Committee Meetings
The Board met Five times during the financial year and details of the composition ofthe Board and its Committees and of the Meetings held and attendance of the Directors atsuch Meetings are provided in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Act and the ListingAgreement/ SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015.
Separate Meeting Of Independent Directors:
The Independent Directors were fully kept informed of the Company's activities in allits spheres. During the year under review a separate meeting of Independent Directors washeld on February 12 2016 and the Independent Directors reviewed the performance of:
a) Non-Independent Directors viz. Mr. Govind Patodia Managing Director and Mrs. BindiVora whole time Director and CFO; and
b) The Board as a whole.
They reviewed the performance of Chairman after taking into account the views ofExecutive and Non-Executive Directors.
They also assessed the quality quantity and timeliness of flow of information betweenthe Company's Management and the Board that are necessary for the Board to effectively andreasonably perform their duties. All the Independent Directors were present at themeeting.
Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 SEBI Regulations the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
Independent directors have three key roles Governance Control and Guidance.Some of the performance indicators based on which the independent directors are evaluatedinclude:
a) Ability to contribute to and monitor our corporate governance practices.
b) Ability to contribute by introducing international best practices to addresstop-management issues.
c) Active participation in long-term strategic planning.
d) Commitment to the fulfilment of a Director's obligations and fiduciaryresponsibilities; these include participation in Board and Committee meetings.
The evaluation of all the Directors Committees and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the Nomination & Remuneration Committee.
10) RISK MANAGEMENT
The Board has established a Risk Management Policy which formalizes the Company'sapproach to overview and manage material business risks. The policy is implemented throughtop down and bottom up approach identifying assessing monitoring and managing key risksacross the Company's business units.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and mitigatingrisks associated with the business. The policy establishes a structured and disciplinedapproach to Risk Management in order to guide decisions on risk related issues.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same. The Risk Management Policy is also hosted on the Company's website i.e.www.aauapivl.com
The Company has a system of monitoring reporting and mitigating the major risks anduncertainties that can impact its ability to achieve its strategic business plans.TheCompany has instituted adequate Internal Controls and processes to have a cohesive view ofrisks optimal riskmitigation responses and efficient management of internal control andassurance activities.
In the opinion of the Board there are no risks which may threaten the existence of theCompany.
11) INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
12) MATERIAL CHANGES AND COMMITMENTS
There have been not any material changes and commitments affecting the financialposition of the company between the end of financial year of the company as on March 312016 and the date of this report.
13) LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on BSE Limited. The annual listing fees forthe financial year 2016-17 have been paid to the exchange.
14) REMUNERATION POLICY
The Board on the recommendation of Remuneration Committee has framed a policy forselection and appointment of Directors Key Managerial Personnel and other employees. Thedetails pertaining to composition of Nomination And Remuneration Committee andRemuneration Policy are included in the Corporate Governance Report which forms a part ofthis Report.
15) COMMITTEES OF BOARD
During the year Board has re-constituted some of its existing committees in accordancewith the Companies Act 2013 and the listing agreement/ SEBI Listing Obligations andDisclosure Requirements (LODR) Regulations 2015
The details of all the Committees of the Board including the Audit Committee alongwith their charters composition and meetings held during the year are provided in theReport on Corporate Governance which forms part of this Annual Report.
16) AUDITORS Internal Auditor
The Internal Auditors M/s R R Bajaj & Associates Chartered Accountants haveconducted internal audits periodically and submitted their reports to the Audit Committee.Their reports have been reviewed by the Statutory Auditors and the Audit Committee.
As per Section 139 (1) of the Companies Act 2013 (Act) the terms of appointment ofM/s. Agarwal Desai & Shah Chartered Accountants expires at the conclusion of theforthcoming Annual General Meeting and being eligible have offered themselves forre-appointment.
Section 139 (2) of the Act provides that every company existing on or before thecommencement of this Act which is required to comply with provisions of this sub-sectionshall comply with the requirements of this sub-section within three years from the date ofcommencement of this Act. Accordingly M/s. Agarwal Desai & Shah is eligible forre-appointment for the Financial Year 2016- 2017.
The Company has received letter from them to the effect that their reappointment ifmade would be within prescribed limit under Section 141 of the Companies Act 2013 readwith Rule 4(1) of the Companies (Audit & Auditors) Rules 2014 and that they are notdisqualified for reappointment.
As required under Section 204 of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed R M MIMANI& ASSOCIATES LLP Company Secretaries Mumbai to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report is annexed herewith the report.
The Statutory Audit Report and the Secretarial Audit Report for the financial year2015-16 does not contain any qualification reservation or adverse remarks by theAuditors.
17) CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewwwaquapivl.com .
18) WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To create enduring value for all stak eholders and ensure the highest level of honestyintegrity and ethical behaviour in all its operations the company has formulated a VigilMechanism named as 'SPARC Whistle Blower Policy' in addition to the existing code ofconduct that governs the action s of its employees. This Whistle Blower Policy aspires toencourage all employees to report suspected or actual occurrence(s) of illegal unethicalor inappropriate events (behaviour's or practices) that affect Company's interest / image.
The Policy is disclosed on the Company's website at wwwaquapivl.comunderinvestors/policy documents/Vigil Mechanism Policy link.
19) 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 have confirmed compliance with theCode.
20) PUBLIC DEPOSITS
The Company has not accepted any deposit from the public within the meaning of ChapterV of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 for theyear ended 31st March 2016.
21) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the Companyprovisions regarding conservation of energy and technology read with Section 134(3)(m) ofthe Companies Act 2013 and Rule 8(3) of the Companies (Accounts) Rules 2014 are notapplicable.
22) AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no Foreign Exchange Earnings and Outgo during the year.
23) ANNUAL RETURN
In accordance with the provision of section 92 of the Companies Act 2013 and the Rulesframed thereunder the extract of Annual Return in the prescribed form MGT-9 is providedin Annexure attached to this Report.
24) PARTICULARS OF EMPLOYEE S
As required under the provisions of Section 197(12) of the Companies Act 2013 readwith rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 the prescribed particulars are set out in an annexure to the Director'sReport. As per the provisions of Section 136(1) of the said Act this particulars will bemade available to any Shareholders on request.
25) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Such transactions form part of the notes to the financial statements provided inthis Annual Report.
During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
The Policy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be accessed on the Com pany's website i.e.www.aquapivl.com
The summary of related party transactions is provided in the Annexure attached to thisReport.
26) DETAILS OF LOANS / GUARANTEES / INVESTMENTS MADE
The company has complied with the provisions of Section 186 of companies Act 2013 inrelation to Loan Investment & Guarantee given by the company during thefinancial year 2015-16. The details of the investments made by company are given in thenotes to the financial statements.
27) CORPORATE GOVERNANCE
A Report on Corporate Governance is appended together with a Certificate on CorporateGovernance issued by M/s Aggarwal Desai & Shah Chartered Accountants confirmingcompliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
28) MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review on the operations and performance of the Company and its business isgiven in the Management Discussion and Analysis which forms part of this Annual Report.
29) OTHER LAWS Women Empowerment
APIVL is fully committed to uphold and maintain the dignity of every women employeeworking with it. It believes that every woman shall have the right to work in anenvironment free from any form of sexual harassment. APIVL has a 'Policy on Prevention ofSexual Harassment of Women at Workplace' and has set up Committee for implementation ofsaid policy which provide for protection against sexual harassment of women at workplaceand for prevention and redressal of such complaints.
During the financial year 2015-16 no cases in the nature of sexual harassment werereported at any workplace of Aqua Pumps Infra Ventures Limited.
With the aim of going green and minimizing our impact on the environment we aresending electronic copies of the Annual Report 2016 and Notice of the 24th AGMto all members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2016 and Notice of the 24th AGM are being sent in the permitted mode.Members requiring physical copies can send a request to the Company Secretary. The Companyis providing e-voting facility to all members to enable them to cast their voteselectronically on all the resolutions set forth in the notice. This is pursuant to section108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in the Notice.
30) DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2015-16.
Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Your Directors wish to thank all stakeholders and business partners Company's bankersmedical profession and business associates for their continued support and valuableco-operation. The Directors also wish to express their gratitude to investors for thefaith that they continue to repose in the Company.
|Date: July 132016 ||By Order of the Board of Directors || |
|Place: Mumbai ||Sd/- ||Sd/- |
| ||(Govind Patodia) ||(Bindi Vora) |
| ||Managing Director ||Director |
| ||DIN:02794184 ||DIN:02167147 |