Your Directors are glad to inform that Equity Shares of the Company have now beenlisted on The Bombay Stock Exchange Limited w. e. f. 02nd July 2014. Members ofthe Company will now have better liquidity for their investments.
Your Directors feel pleasure in presenting their 31st Annual Report togetherwith the Audited Statements of accounts for the Financial Year ended on 31st March2015.
1. FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results 2014-15 are as under:
(Rs. In Lacs)
|Particulars ||Current Year 2014 15 ||Previous Year 2013 - 14 |
| ||Rs. ||Rs. |
|Total Revenue ||1144.13 ||73.57 |
|Profit before Depreciation and Tax ||7.94 ||3.28 |
|Profit Before tax and exceptional items ||7.94 ||3.28 |
|Exceptional Items ||- ||- |
|Profit Before Tax ||7.94 ||3.28 |
|Current Tax ||2.62 ||1.15 |
|Deferred Tax ||- ||- |
|Excess in provision for current tax for earlier years. ||1.15 ||- |
|Profit after Tax ||5.32 ||2.13 |
|Add: Balance Brought forward ||5.16 ||3.03 |
|Balance Carried to Balance Sheet ||11.63 ||5.16 |
The financial figures show the following trends:
-Increase in Profit after Tax by 24% during 2013-14 compared to 2012-13.
- Increase in Profit after Tax by 150% during 2014-15 compared to 2013-14.
-Increase in Revenue by 62.47 Lacs during 2013-14 compared to 2012-13.
- Increase in Revenue by 1070.56 Lacs during 2014-15 compared to 2013-14.
During the Financial Year 2014-15 Company has achieved a notable growth and profit.Company wish to reinvest the profit for expansion of business and hence the Board ofDirectors have not recommended any dividend for Financial year 2014-15.
A. DEPOSITS AND LONG TERM BORROWINGS:
During the year Company has not accepted any Deposits or long term borrowings from anyparty.
B. RELATED PARTIES TRANSACTIONS
During the year Company has not entered in to any related party transactions and henceno such disclosures have been made in relevant section of Related Party Transactions.
4. SUBSIDIARIES AND JOINT VENTURE
Company does not have any subsidiary companies. Company has not made any investment
5. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2014-15 the Board of Directors states that:
a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;
b) the Directors have 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 as on 31st March 2015 and of the profitsfor the year ended 31st March 2015;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
6. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.
Jignesh Domadiya & Co. Chartered Accountant Ahmedabad the statutory auditor ofthe Company were appointed by passing an ordinary resolution by Postal Ballot dated 11thFebruary 2015 for auditing the financial statement of Financial year 2014-15. Theyshall retire at the ensuing Annual General meeting and are eligible for reappointment.They have furnished a certificate regarding their eligibility for reappointment asStatutory Auditor of the Company pursuant to Section 139(1) of Companies Act 2013 readwith rules framed thereunder. The Board of Directors recommend their appointment for aperiod of period of one year.
The Auditors report for financial year 2014-15 is self explanatory and forms partof this Annual Report and does not contain any qualification reservation or adverseremark.
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed M/s. J Akhani Associates Company Secretaries Ahmedabad asSecretarial Auditors of the Company for FY 2014-15. A Secretarial Audit Report for FY2014-15 is annexed herewith as
There are no adverse observations in the Secretarial Audit Report which call forexplanation.
The Board has appointed M/s J Akhani & Associates Company Secretaries Ahmedabadas Secretarial Auditors of the Company for FY 2015-16.
8. DIRECTORS AND KEY MANAGARIAL PERSONNEL: APPOINTMENT AND RESIGNATION
Subsequent to the notification of section 149 of Companies Act 2013 the Board ofDirectors of the Company in their Board Meeting held on 30.05.2015 have proposedappointment of Mr. Naman Bhanubhai Shah as Whole Time Director for a consecutive term ofThree years effective from 01st October 2015. The Board of Directors haveappointed Mr. Pankaj Ramanbhai Jadav and Mr. Maneklal Shivabhai Patel as an independentDirector w. e. f. 21.11.2014 and 12.12.2014 respectively.
During the year Mr. Bipin Patel Managing Director resigned from the board due to hispreoccupation w. e. f. 21.11.2014. Mr. Jayendra Kharadi and Mr. Jignesh Patel IndependentDirectors also resigned w. e. f. 21.10.2014 and 12.12.2014 respectively.
RE APPOINTMENT OF DIRECTORS
There are no Directors on the board whose term of office expires during this FY 2015-16and hence the Board does not recommend any reappointment of Directors.
DIRECTORS RETIRING BY ROTATION
All present directors on board being appointed in Board Meeting held after theprevious Annual General Meeting under provisions of section 161 of the Act theirappointment has not been confirmed by the members in Annual General Meeting and hencethere are no Directors liable to retire by rotation.
Company is in process of recruiting an appropriate Woman Director and CompanySecretary.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2014-15 confirming that they meetthe criteria of independence as prescribed under the Act and Clause 49 of ListingAgreement.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met 10 times.
POLICY ON DIRECTORS APPOINTMENT
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification / appointment of Directors which are as under:
Criteria for Appointment:
A) The proposed Director shall meet all statutory requirements and should:
- Possess highest values ethics and integrity.
- Not have any direct or indirect conflict with business operations.
- Be willing to devote time and efforts.
- Have relevant experience.
- Have understanding about corporate functionality.
- Understand real value of stakeholders.
Process for identification of Directors / Appointment of Directors:
- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.
- Chairman himself can also recommend a person to NRC.
- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.
- Board shall consider such proposal on merit and decide suitably.
Criteria for Performance Evaluation
The Board considered and approved criteria for performance evaluation of itself thatof its committees and individual directors as follow:
Criteria for Board Evaluation:
- Focus on strategic decisions.
- Qualitative discussion and processes.
Criteria for Committee Evaluation:
- Fulfillment of allotted responsibilities.
- Effectiveness of recommendation meetings.
Criteria for Independent and Non Independent Directors evaluation:
- Contribution through their experience and expertise.
- Focus on Stakeholders interest.
MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wascoordinated by the Chairman of the Company. Based on this Chairman of the Company briefedthe Board and each of the Individual Directors as applicable.
The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:
A) Components of Remuneration
- Fixed Pay comprising Basic Salary HRA Car Allowance (applicable to General Managers& above employees) Conveyance Allowances / Reimbursement Companys contributionto Provident Fund Superannuation Fund Gratuity etc.
- Variable Pay which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors
B) Annual Appraisal process:
Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:
- Employees self-assessment
- Assessment by Immediate Superior and
- Assessment by Head of Department
Annual Increment leading to an increase in Fixed Pay consists of
- Economic Rise based on All India Consumer Price Index published by the Government ofIndia or Internal Survey wherein inflation on commonly used items is calculated.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors asfollows:
- Sitting Fees of Rs. 5000/- for each meeting of the Board or any Committee thereofattended by them;
- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As the Directors of the Company have not been paid any remuneration disclosure underprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required.
10. AUDIT AND RISK MANAGEMENT:
During the year the Board decided that the Audit Committee shall also carry out therole of Risk Management and so Audit Committee has been re named as Audit and RiskManagement Committee and also changed its terms of reference in this context.
COMPOSITION OF AUDIT COMMITTEE
|Name of Director ||Category of Directorship |
|Mr. Maneklal Patel ||Chairman - Independent Director |
|Mr. Pankaj Jadav ||Member Independent Director |
|Mr. Naman Shah ||Member Director |
The Company has adopted a Whistle Blower Policy since March 2015 in compliance withListing Agreement and Companies Act 2013. The Policy empowers all the Stakeholders toraise concerns by making Protected Disclosures as defined in the Policy. The Policy alsoprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. The functioning of the Whistle Blower mechanism is reviewed by theAudit Committee on a quarterly basis.
RISK MANAGEMENT POLICY
The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed various risks factors with potential impact onthe Company in achieving its strategic objectives or may threaten its existence. ThePolicy lays down procedures for risk identification assessment monitoring review andreporting. The Policy also lists the roles and responsibilities of Board and RiskManagement Committee.
11. ENVIRONMENT HEALTH AND SAFETY
The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.
12. CORPORATE GOVERNANCE
As stipulated by Clause 49 of the Listing Agreement Report on Corporate Governanceforms part of this Annual Report. Certificate of the Auditors regarding compliance withthe conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreementis annexed to the Boards Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated by Clause 49 of the Listing Agreement the Management Discussion andAnalysis Report form part of this Annual Report.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2014-15 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2014.
15. THE EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed to this DirectorsReport.
16. APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.
|PLACE: LUDHIANA ||BY ORDER OF THE BOARD |
|DATE: 30.05.2015 ||FOR CREATIVE MERCHNATS LIMITED |
| ||NAMAN SHAH |
| ||DIRECTOR |
Form No. MR 3
Secretarial Audit Report
For the Financial year ended on 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Members of
Creative Members Limited
60 Vadhawa Complex
Nr. Union Bank of India
Ludhiana Punjab 141 008.
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Creative Merchants Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing our opinion thereon.
Based on our verification of Creative Merchant Limiteds 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 We hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31st March2015 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Creative Merchant Limited (CIN: L51101PB1984PLC005966) having itsRegistered Office at 60 Vadhawa Complex Mandi Kesar Gunj Nr. Union Bank of IndiaLudhiana Punjab 141 008 for the financial year ended on 31st March 2015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings. (Not Applicable to the Company during the period of audit.)
(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 (Employee Stock option Scheme andEmployee Stock Purchase Scheme) Rules 1999.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not Applicable to the Company during Audit Period.)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - (Not Applicable to the Company during Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 - (Not Applicable to the Company during Audit Period);
(vi) There are no other specific acts applicable to the Company.
We have also examined compliance with following applicable clauses:
i) Secretarial Standard issued by Institute of Company Secretaries of India. (Notnotified and hence not applicable to the Company during the audit period).
ii) Listing Agreement entered into by the Company with The BSE Ltd.
We 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 usually sent 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 by the members.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the Company has following specificevents / actions having a major bearing on the Companys affairs in pursuance of theabove referred laws rules regulations guidelines standards etc.
1. Passed a special Resolution for shifting registered office of the Company from thestate of Punjab to the State of Gujarat.
|Place: Ahmedabad ||J AKHANI & ASSOCAITES |
|Date: 30.05.2015 ||Company Secretaries |
| ||Jagdish Akhani |
| ||Proprietor |
| ||(FCS 7540) (COP 9179) |