Your Directors have pleasure in submitting their 23rd Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2015.
I. Financial RESULTS:
(Amount in Rs.)
|Particulars ||Year ending on ||Year ending on |
| ||31st March 2015 ||31st March 2014 |
|Sales ||15620384 ||23323478 |
|Other Income ||714019 ||6464417 |
|Total Income ||16334403 ||29787895 |
|Less: Expenditure ||15900884 ||29088161 |
|Profit/Loss before interest depreciation and tax ||433519 ||699734 |
|Less: Interest ||- ||- |
|Less: Depreciation & Amortization cost ||173533 ||191614 |
|Profit/ (Loss) before Tax ||259986 ||508120 |
|Less: Tax Expense ||- ||170000 |
|Profit/ (Loss) after Tax ||259986 ||338120 |
II. FINANCIAL PERFORMANCE:
During the period under review your Company has made a profit of Rs. 259986/- andthere is no provision for income tax during the current year thus a net credit balance ofRs. 259986/- has been transferred to Reserve & Surplus A/c for the current period.Your Directors are optimistic about companys business and hopeful of betterperformance with increased revenue in next year
To conserve the resources for the future requirement of the company your directorshave not recommended any dividend for the year.
IV. FIXED DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
V. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
VI. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company. VII.DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls
VIII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
IX. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made any investments covered underthe provisions of section 186 of the Companies Act 2013 during the financial period underreview.
X. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING
A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are not applicable.
B. FOREIGN EXCHANGE EARING & OUTGO :
|Foreign Exchange Earning ||: ||NIL |
|Foreign Exchange Outgo ||: ||NIL |
XI. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013.
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
XII. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Ketan N. Shah (Din: 00913411) Mr. Nayan C. Shah (Din: 00823070)Mr. Sandip R. Shah (Din: 00912721) And Mr. Ashokkumar R. Patel (Din: 02993352) resignedfrom the Board of directors of the Company w.e.f. 30th May 2014.The Board hasnoted their contribution as Director of the Company during his tenure on the Board of theCompany.
b. Retirement by rotation
In accordance with the provisions of section 152 of the Act and in terms of Articlesof Association of the Company Mr. Dahyabhai B. Sachania (DIN: 02468095) retires at thisAnnual General Meeting and being eligible offer themselves for re- appointment. The Boardrecommends his reappointment.
c. Independent Directors:
Mr. Harsad S. Gandhi and Mr. Nishit M. Rupapara are the existing Independent Directors.The Company proposes to appoint them as Independent Directors under Section 149 of theCompanies Act 2013 for a period of five consecutive years from the date of this AnnualGeneral Meeting. In accordance with the provisions of the Act none of the IndependentDirectors are liable to retire by rotation.
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) 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.
d. Number of Board Meetings conducted during the year under review
The Company had 4(Four) Board meetings on 30/05/2014 11/08/2014 14/11/2014 and13/02/2015 during the financial year under review.
e. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholders Relationship Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
XIII. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review.
c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance 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.
e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
XIV. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.
The Audit Committee of Company was reconstituted with effect from 30.05.2014 (due toResignation of Mr. Nayan C. Shah member of the committee) and further re-constituted asper the provisions of Clause 49 of the Listing Agreement with Stock Exchanges read withSection 177 of the Companies Act 2013 with effect from 14.11.2014 and as on the date ofthis Report the Audit Committee comprises:-
A. Mr. Harshad S. Gandhi
B. Mr. Nishit M. Rupapara
C. Mr. Shivkumar R. Chauhan
The above composition of the Audit Committee consists of Independent Directors viz.Mr. Harshad S. Gandhi and Mr. Nishit M. Rupapara who form the majority.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. During theperiod under review the Board of Directors of the Company had accepted all therecommendations of the Committee
XV. 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 Annexure"A" and is attached to this Report.
a. Statutory Auditor
The present Auditors of the Company M/s. Praful N. Shah Chartered AccountantsAhmedabad were appointed as Auditors and will retire at the ensuing Annual GeneralMeeting. M/s. Praful N. Shah Chartered Accountants have submitted certificate for theireligibility for appointment under Section 139 of the Companies Act 2013. Board ofDirectors of your Company favour their re-appointment as Auditors of the Company and suchre-appointment if done shall be upto the conclusion of 25th Annual GeneralMeeting of the Company.
The notes and remarks of Auditors are self-explanatory and therefore do notrequire any further clarification.
b. Cost Auditor
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
c. Secretarial Auditor
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s KhandelwalDevesh & Associates Company Secretaries had been appointed to issue Secretarial AuditReport for the period ended on 31st March 2015.
Secretarial Audit Report issued by M/s Khandelwal Devesh & Associates CompanySecretaries in Form MR-3 attached and marked as Annexure "B" for the periodunder review forms part of this report. The said report contains observation orqualification relating to the appointment of Company Secretary and CFO. The Board ofDirectors of your Company would like to explain on the said observation that your Companytook all reasonable steps to do such appointments but as your Company is not doing wellin its present line of business activity it failed to attract right candidates for suchpost. The Board of your Company has appointed Mr. Biren J. Thaker as its CFO w.e.f.28/05/2015 and continues its efforts to search right candidate for the post of CompanySecretary and will appoint the Company Secretary as soon as possible.
XVII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of Companys Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company at www.charmsindustries.in
XVIII. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE
The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
XIX. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable
XX. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE
OF THEIR DUTIES
The Companys Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Corporate Governance Report forming part of the Annual Report.
XXI. CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under clause 49 of the Listing Agreement. A separate section on detailedreport on the Corporate Governance practices followed by the Company under the ListingAgreement along with a certificate from M/s. PRAFUL N. SHAH & CO confirming thecompliance is part of the Annual Report.
XXII. PARTICULARS REGARDING EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report as Annexure C. However as permittedin terms of Section 136 of the Act this Annual Report is being sent to all the membersand others entitled thereto excluding the said annexure. Members who are interested inobtaining these particulars may write to the Compliance Officer at the Registered Officeof the Company. The aforesaid annexure is also available for inspection by members at theRegistered Office of the Company 21 days before the 23rd Annual GeneralMeeting and upto the date of Annual General Meeting during business hours on working days.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board
| ||Harsad S. Gandhi |
|Date : 14/08/2015 ||Chairman |
|Place : Ahmedabad ||(DIN: 01056779) |
"Annexure - B"
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
CHARMS INDUSTRIES LIMITED
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CHARMS INDUSTRIES LIMITED(CIN: L72900GJ1992PLC017494) (hereinafter called the company). Secretarial Audit wasconducted in a manner that provided me/us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.
Based on my/our verification of the CHARMS INDUSTRIES LIMITED books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I/We hereby report that in my/our opinion thecompany has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I/we have examined the books papers minute books forms and returns filed and otherrecords maintained by CHARMS INDUSTRIES LIMITED ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during Audit Period).
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(s)if applicable;
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except relating to theappointment of Company Secretary (CS) and Chief Financial Officer (CFO).
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
There were no dissenting views on any matter. I further report that there are adequatesystems and processes in the Company commensurate with the size and operations of thecompany to monitor and ensure compliance with applicable laws rules regulations andguidelines.
| ||For Khandelwal Devesh & Associates |
| ||Company Secretaries |
| ||Devesh B. Khandelwal |
| ||Proprietor |
|Place : Ahmedabad ||FCS: 6897 |
|Date : 14/08/2015 ||COP: 4202 |