ATHARV ENTERPRISES LTD
Your Directors have pleasure in presenting the 25thAnnual Report with theAudited Statement of Accounts of your Company for the financial year ended 31stMarch 2015.
A. FINANCIAL RESULTS
Financial Results of the company for the year under review alongwith the figures forprevious year are as follows.
|Particulars ||March 31 2015 ||March 31 2014 |
|Net Sales/Income from Operations ||46231311.63 ||57181205.00 |
|Less:Total Expenditure before finance cost depreciation ||41705318.82 ||51448744.52 |
|Operating Profit ||4525992.81 ||5732460.48 |
|Add. Other Income ||24122.69 ||15704.65 |
|Profit before finance cost depreciation and Taxes ||4550115.50 ||5748165.13 |
|Less: Finance Cost ||59519.67 ||154578.39 |
|Depreciation ||759707.58 ||475286.00 |
|Profit before Taxes ||3730888.25 ||5118300.74 |
|Tax expense : || || |
|(1) Income Tax for earlier years ||(255496.00) ||(3380.60) |
|(2) Current Year Tax ||1245000.00 ||1850000.00 |
|(3) Deferred tax ||(243764.00) ||195099.00 |
|Profit(Loss) for the period from Continuing Operations ||2985148.25 ||3076582.34 |
|EPS ||0.04 ||0.04 |
The Company has transferred an amount of Rs. 2985148/- as a balance carried toBalance sheet.
C. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2015 was Rs.85000000/- During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.
D. BUSINESS PERFORMANCE AND COMPANY'S AFFIARS
For the financial year under review the company has carried out its trading activityand which results into step down in Net profit. The balance sheet of company shows a netprofit after tax of Rs. 29.85lacs as against Rs. 30.76 lakhs in the previous year. Theoperating profit amounted to Rs.462.55Lacs as against Rs.571.96 lacs in the previous year.
The Board of directors does not recommend any dividend for the year ended March312015.
As per the Provisions of Companies Act 201 3 and Articles of Association of theCompany Mr. Deepak Mandowara will retire by rotation in the ensuing AGM and being eligibleseek reappointment. A brief resume and other details relating to the directors who are tobe reappointed is attached along with.The Board of directors recommends his reappointment.
As per the Provisions of Companies Act 2013 and Articles of Association of theCompany Mr. Deepak Mandowara will retire by rotation in the ensuing AGM and being eligibleseek reappointment. The Board of director recommends his reappointment.
In accordance with Section 149(4) and other applicable provisions if any read withSchedule IV of the Companies Act 2013 the Company has to appoint 1/3rd of the totalDirectors as Independent Directors for a maximum period of 5 years and they are notliable to retire by rotation.
Accordingly the Board of Directors proposes to appoint the existing Directors as anIndependent Directors of the Company under Section 149 of the Companies Act 2013 for termup to 5 (five) years respectively in ensuing Annual General Meeting.
In the opinion of the Board they fulfill the conditions specified in the Act and theRules made thereunder for appointment as Independent Directors and are independent of themanagement.
The Company has received declarations from the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 ofthe Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges. Members are requested to refer to the annexureof Notice and Explanatory Statement for the experience qualification and tenure of theIndependent Directors.
Nomination & Remuneration Committee recommended to appoint Toshiba Sugandhi theadditional director of the company as a (Non-executive) director under the act for theterm of 5 years with effect from 30th March 2015.
Pursuant to the provisions of the Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out an annual performance evolution of its ownperformance the directors individually as well as evolution of the working of its AuditNomination and Remuneration committees. The manner in which the evolution has been carriedout has been explained in Corporate Governance Report.
The Board Governance Nomination & Compensation Committee framed a policy forselection and appointment of Directors including determining qualifications independenceof a Director Key Managerial Personnel Senior Management Personnel and theirremuneration as part of its charter and other matters provided under Section 178(3) of theCompanies Act 2013
G. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
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 adequateaccoun ti n g record s i n accordanc 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; and
e) the directors had devised proper systems to ensure c o m p l i a n c e w i th t h eprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
H. AUDITORS' REPORT
There are no qualifications reservations or adverse remarks made by M/s SanjayVhanbatte Co. Statutory Auditors in their report for the Financial Year ended March 312015. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of Companies Act 2013 and rules madethereunder Jagdish Chandra Gadiya has been designated as Chief Financial Officer of theCompany and Mr. Deepak Mandowara has been designated as Compliance Officer of the Company
During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
Particulars of Loans Guarantees or Investment
Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the notes to financial statements for the yearended 31st March 2015
J. RELATED PARTY TRANSACTIONS
There have been no materially significant related p a rty transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contract or arrangement in Form AOC-2 does not formpart of the report.
K. RISK MANAGEMENT
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a company's capacity to create sustainable value isthe risks that the company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processesfocuses on ensuring that these risks are identified on a timely basis and addressed.
The Board of Directors has constituted a Risk Management Committee. The Committee hasadopted a Charter that outlines the role responsibilities and power of the Committee andthe procedure for organizing the meeting of the Committee. The purpose of the Committee isto assist the Board of Directors in fulfilling its oversight responsibilities with regardto enterprise risk management. The Committee reviews the risk management practices andactions deployed by the Management with respect to identification impact assessmentmonitoring mitigation and reporting of key risks while trying to achieve its businessobjectives.
L. HUMAN RESOURCES MANAGEMENT
Information Under The Sexual Harrassment Of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013
The Company has constituted an Internal Compliants Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.
In keeping with the tradition of pioneering Human Resource practices acrossgeographies the Human Resources Management (HRM) function has driven myriad changes inthe way Human Resources are managed and developed striking a balance between businessneeds and individual aspirations. HRM has now become a business partner and is taking keydecisions not just with respect to Human Resource but businesses as a whole. It focuses onimproving the way of life work culture employee engagement productivity effectivenessand efficiency. The Company initiated multiple actions to keep the workforce engaged.Actions are being taken to increase gender diversity providing greater a m en i ti es forcon tra ctor workforce improving employee skills and enhancing employee productivity. Inaddition policies are being implemented to support affirmative action through trainingand enabling employment.
i) Statutory Auditors
M/s Sanjay Vhanbatte& Co. Chartered Accountants has been appointed as StatutoryAuditor of the company at the Annual General Meeting held on 19th September 2014 for aterm of Five years i. e. upto 31st March 2019. As required by the provisions of theCompanies Act 2013 their appointment should be ratified by members each year at theAnnual General Meeting. Accordingly requisite resolution forms part of the noticeconvening the AGM of the Company
ii) Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act 2 01 3 an d th e Com pan i es (Appointment & Remuneration of Managerial Personnel) Rule 2014 the companyhas appointed M/s Pravin A. Ningnure&Associates a firm of Company Secretaries inPractice to undertake the secretarial Audit of the company. '
iii) INTERNAL AUDITORS
M/s. Anil Naik Chartered Accountants have been appointed as Internal Auditors of thecompany.
N. SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by M.s Pravin A. Ningnure& Associates a companysecretary in practice shall be annexed with the report. The Board of Directors shallprovide explanations or comments on every qualification reservation or adverse remark ordisclaimer made by the company secretary in practice in the secretarial audit report.
O. CORPORATE GOVERNANCE
At Atharv enterprises we ensure that we evolve and follow the corporate governanceguidelines and best practices sincerely to not just boost long-term shareholder value butto also respect minority rights. We consider it our inherent responsibility to disclosetimely a n d accura te i n form ati on regarding our financials and performance as wellas the leadership and governance of the Company.
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges the Management
Discussion and Analysis the Corporate Governance Report and the Auditors' Certificateregarding compliance of conditions of Corporate Governance are made part of the AnnualReport.
During the year Five Board Meetings and Four Audit Committee meetings are convened andheld. The details of which are given in Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andthe Listing Agreement.
B. INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from eachID in accordance withSection 149(7) of the Companies Act2013 that he/she meets the criteria of independenceas laid outin subsection (6) of Section 149 of the Companies Act 2013 andClause 49 of theListing Agreement
C. CONSOLIDATED FINANCIAL STATEMENT
In terms of listing agreement with stock exchange the duly audited consolidatedfinancial statement has been included in this annual report.
D. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return of your Company as on March 31 2015 as provided undersub-section (3) of Section 92 in the Form MGT 9 is enclosed as a part of the Directors'Report.
E. INTERNAL CONTROL SYSTEMS ANDADEQUACY:
The Audit Committee set up by the Board reviews periodically the internal audit reportssubmitted by the internal auditors. The Management periodically interacts with theinternal and statutory auditors and implement the suggestions make by them from time totime. The Company has adequate internal control systems commensurate with its size andnature of operations.
Material changes an d commitment if any affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements RelateAnd The Date Of The Report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
F. VIGIL MECHANISM
The Board of Directors approved the Vigil Mechanism that provides a formal mechanismfor all Directors employees and vendors of the Company Committee of the Board and makeprotective disclosures about the unethical behaviour actual or suspected fraud orviolation of the company Code of Conduct .
G. PARTICULARS OF EMPLOYEES
During the year under report none of the employees employed throughout the year orpart of the year were i n recei pt of remuneration as per section 197 of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
H. LISTING FEES
At present 85000000 equity shares of the Company are listed on Bombay Stock ExchangeLtd. (BSE) and the Company has paid the applicable Listing Fees to BSE for the year2014-15.
I. CODE OF CONDUCT COMPLIANCE:
Pursuant to Clause-49 of the Listing Agreement the declaration signed by theMr.Jagdish Chandra Gadiya Managing Director affirming compliance with the Code ofConduct by the Director's and senior management personnel for the financial year 2014-15is annexed and forms part of the D i re c t o rs a n d C o rp o ra t e Governance Report
J. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details about conservation of energy technology absorption foreign exchangeearning and outgo as required by section 217(e) of the Companies Act 1956 and the Com pan i es ( Di sclosu re of Particulars in the Report of Board of Directors) Rules 1988 areas given below
Conservation of Energy :Not Applicable.
Research and Development : Not Applicable
Technology absorption adoption and innovation : Not Applicable.
Foreign Exchange earning & Outgo
Foreign Exchange earning : NIL
Foreign Exchange outgo : NIL
Significant And Material Orders Passed By The Regulators Or Courts Or TribunalsImpacting The Going Concern Status And Company's Operations In Future
There was no such order passed by the regulators or courts or tribunals impacting thegoing concern status and Company's operations in future.
ACKNOWLEDGEMENT AND APPRECIATION
We thank our customers vendors dealers investors business associates and bankersfor their continued support during the year. We place on record our appreciation of thecontribution made by employees at all levels. Our resilience to meet challenges was madepossible by their hard work solidarity co-operation and support.We thank the Governmentof India the State Governments where we have operations and other government agencies fortheir support and look forward to their continued support in the future.
| ||ON BEHALF OF THE BOARD OF DIRECTORS |
|PLACE : KOLHAPUR ||JAGDISH CHANDRA GADIYA |
|DATE : 13/08/2015 ||CHAIRMAN & MANAGING |
| ||DIRECTOR |
| ||DIN : 03577289 |