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Creative Peripherals & Distribution Ltd.

BSE: 538414 Sector: Others
NSE: CREATIVE ISIN Code: INE985W01018
BSE 05:30 | 01 Jan Creative Peripherals & Distribution Ltd
NSE 05:30 | 01 Jan Creative Peripherals & Distribution Ltd

Creative Peripherals & Distribution Ltd. (CREATIVE) - Director Report

Company director report

To

The Members

Creative Peripherals and Distribution Limited

Your Directors have pleasure in presenting the Thirteenth Annual Report on business andoperations along with the Audited Financial Statements forthe year ended March 312017.

BACKGROUND AND CURRENT STATUS OF COMPANY:

Your Company was originally incorporated on September 22 2004 as a Private LimitedCompany and subsequently converted into a Public Limited Company pursuant to SpecialResolution passed by the members in the Extraordinary General Meeting held on January 312017 and name and status of our Company was changed to — Creative Peripherals andDistribution Limited vide a fresh certificate of incorporation dated March 1 2017 issuedby the Registrar of Companies Maharashtra Mumbai. Later Company has receivedcertificate from National Stock Exchange of India Limited on April 112017 forListing of Equity Shares of Creative Peripherals and Distribution Limited (SME IPO) inpursuance of Regulation 3.1.1 of the National Stock Exchange (Capital Market) TradingRegulations Part A it was thereby notified that the list of securities further admittedto dealings on the National Stock Exchange (Capital Market segment) EMERGE SME Platformwith effect from April 12 2017. Thus status of our Company was unlisted as on for thefinancial year ending at March 312017 of which this Annual Report and FinancialStatements are pertaining to.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are:

(Amount in Rs.)

Particulars March 31 2017 March 31 2016
Revenue from Operations and Other Income 2120122461 1985780925
Less: Expenses 2099042420 1969803329
Profit Before Tax 21080041 15977595
Less: Exceptional Items NIL NIL
Less: Extraordinary Items NIL NIL
Less: Tax Expenses 7680860 4706920
Profit after Tax 13399181 11270675
Balance brought forward 82205654 70937199
Amount available for Appropriation 95604835 82207874
Less: Income Tax for earlier periods 2180 2220
Less: Bonus Shares issued 20000000 NIL
Balance carried to Balance Sheet 75602655 82205654
Earnings per Share (Basic) 5.75 7.51
Earnings per Share (Diluted) 5.75 7.51

WHERE WE ARE AND WHERE WE WILL

Information Technology lies at the core of your Company's business. The sector hasstayed indomitable over the last twenty five years since it emerged in 1990 after theGovernment liberalized the Indian economy. It prompted and shaped industrial growth andtransformed the lifestyle of the average Indian by successfully changing his notion of aluxury item to one of necessity.

The objective of your Company is to have a sustainable development by staying connectedto its roots. Currently the Company is operating nationwide through its brancheswarehouses and service centres. Our strategy is to optimize our core technology solutionsbusiness while expanding and investing in higher margin advanced and specialty solutionsand high value services.

Your Company is entering into tie-ups and partnership with all major brands in theenterprise and retail verticals even those with an existing presence in the country arekeenly looking at ways to increase partnership modes for distribution of their products.

Our vision is to become world class distributor and the Board is of firm belief thatour value added approach with vendors resellers and industry at large shall enable yourCompany to meet its goal.

BUSINESS PERFORMANCE

The year gone by has been good. The Company's revenue increased to Rs. 21201.22 Lakhsas compared to Rs. 19857.80 Lakhs in the previous year marking an increase by Rs.1343.41 Lakhs.

The Company's Net Profit after Tax stood at Rs. 133.99 Lakhs as compared to Rs. 112.70Lakhs in the previous year registering an increase of 18.86%.

DIVIDEND

No dividend was declared for the current financial year due to conservation of Profitsby the Company.

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 last year.

TRANSFER TO RESERVES

The whole profit aftertax has been transferred to Surplus in the Statement of Profit& Loss.

SHARE CAPITAL

At the beginning of the year the Authorised Share Capital and Paid up Share Capital ofthe Company was Rs. 20000000 divided into 2000000 Equity Shares of Rs.10/-each.

During the year Company has increased its Authorised Share Capital to Rs. 80000000divided into 8000000 Equity Shares of Rs. 10/- each on Extra Ordinary General Meeting ofMembers of the Company held on January 31 2017 further in the same meeting Company hasobtained approval of members for issue of Bonus Shares in the ration of 1:1 and under thescheme 2000000 Equity Shares of Rs. 10/- each were allotted under Bonus Issue.

Thus at the end of the financial year Authorised Share Capital of the Company standsat Rs. 80000000 divided into 8000000 equity shares of Rs. 10 each and IssuedSubscribed and Paid-up Share Capital of the Company stands at Rs. 40000000 divided into4000000 equity shares ofRs. 10 each.

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities DepositoryLimited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enableshareholders to hold shares in dematerialized form. The Company also offers simultaneousdematerialisation of the physical shares lodged fortransfer.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including IndependentDirectors along with Key Managerial Personnel who have vast experience in the corebusiness activity of the Company. The composition of the Board is in consonance withCorporate Governance norm specified in the SEBI Regulations with the Stock Exchange.

During the year under review there was changes in Directors and Key ManagerialPersonnel (KMP) which is tabulated as under:

Sr. No. Name of Director/Key Managerial Personnel Particulars of changes towards Appointment/Resignation/Change in Designation Date
1. Mrs. Purvi Patel Appointed as Additional Director January 31 2017
2. Mr. Nitin Jain Appointed as Additional Independent Director January 31 2017
3. Mr. Mandar Joshi Appointed as Additional Independent Director February 28 2017
4. Mr. Piyush Shah Appointed as Additional Independent Director February 28 2017
5. Mr. Ansuya Prasad Purohit Appointed as Chief Financial Officer February 28 2017
6. Mr. Tejas Doshi Appointed as Company Secretary and Compliance Officer February 28 2017
7. Mrs. Purvi Patel Appointment/Change in Designation as Chairperson and Whole-time Director February 28 2017
8. Mr. Vijay Advani Appointment/Change in Designation as Managing Director February 28 2017
9. Mr. Nitin Jain Change in Designation from Additional Independent Director to Independent Director March 15 2017
10. Mr. Mandar Joshi Change in Designation from Additional Independent Director to Independent Director March 15 2017
11. Mr. Piyush Shah Change in Designation from Additional Independent Director to Independent Director March 15 2017

REMUNERATION TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review remuneration paid to Directors and Key ManagerialPersonnel (KMP) are tabulated as under:

Sr. No. Name of Director/KMP Education Qualification Designation Gross Remuneration Paid (in Rs.)
1. Mr. Ketan Patel Diploma in Computer Technology Director 3241348
2. Mrs. Purvi Patel Diploma in Pharmacy Chairperson and Whole-time Director 1525198
3. Mr. Vijay Advani B. Com Managing Director 1728280
4. Mr. Ansuya Prasad Purohit Post graduate in Economics LL.B Chief Financial Officer 1545031
5. Mr. Tejas Doshi B. Com CS LL.B Company Secretary and Compliance Officer 26000*

BOARD MEETINGS

During the year Twenty One Board Meetings were convened and held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed underthe Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations 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 and SEBI Regulations. FurtherThe Independent Directors are not liable to retire by rotation.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as Company does not fall under any applicability of the said provisions as perthe Companies Act 2013.

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT ATWORK PLACE

The Company has a Policy on "Prevention of Sexual Harassment of Women at WorkPlace" and matters connected therewith or incidental thereto covering all the aspectsas contained under the 'The Sexual Harassment of Women at Work Place (ProhibitionPrevention and Redressal) Act 2013'. Your Directors state that during the year underreview no cases were filed pursuant to the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013.

HUMAN RESOURCES

A. Employee Relations

We believe that success of Company depends on the talent and dedication of ouremployees and we strive to attract hire develop and retain outstanding employees. Inview of this we have laid down a comprehensive set of policies aiming at attractingretaining and motivating employees. We believe significant benefits are realized fromhaving a strong and seasoned management team with many years of experience in technologydistribution and related industries. We consider relations with our employees to be good.

B. Trade Relations

The Company maintained healthy cordial and harmonious industrial relations at alllevels. Despite severe competition the enthusiasm and unstinting efforts of the employeeshave enabled the Company to remain at the forefront of the Industry.

This accord incorporates novel elements such as introducing wide range of productsnurturing healthy competition giving pocket friendly credit cycles timely clearance ofdues easy accessibility to product heads etc. Your Company will continue in itsendeavour to build and nurture strong links with trade allies based on mutuality respectand co-operation with each other and with consistent consumer interest.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Marketing and Trading activities and has notconsumed energy of any significant level and hence no additional investment is required tobe made for reduction of energy consumption. However the Company will continue with itsefforts to conserve the energy.

B. Technology absorption

The Company's operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

Particulars Current Year (in Rs.) Previous Year (in Rs.)
Foreign Exchange Earnings 251094399 89697986
Foreign Exchange Outgo 752959340 561241157

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in accordancewith the provisions of Section 134 (3) (c) and 134(5) of the Companies Act 2013:

1. That in preparation of the Annual Accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;

2. That the directors had selected such accounting policies and applied consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year endedMarch 312017 and the profits of the Company forthe year under review;

3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

4. That the annual accounts for the year ended March 31 2017 have been preparedon a 'going concern basis/

5. That proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively.

6. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

INTERNALAUDITAND INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year. YourCompany has been listed on NSE afterfinancial year ended on March 312017 thus duringthe year provisions towards appointment of Internal Auditor was not applicable to theCompany.

Now the Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Apart from in-house Internal Audit function to strengthenand maintain transparency the Company has also appointed M/s Somaiya & Co. CharteredAccountants Mumbai as Internal Auditors of the Company in accordance with Section 138 ofthe Companies Act 2013 in the Board Meeting held on May 27 2017 to examine theeffectiveness of internal control system.

AUDITORS

M/s. S. K. Thanawala & Co. Chartered Accountants Mumbai having ICAI FirmRegistration No. 110951W have been appointed for period of 5 years commencing from 1stApril 2015 to 31st March 2020 within the purview of Sections 139 and 142 of theCompanies Act 2013 subject to ratification by the members in the each Annual GeneralMeeting during this period. Members are requested to appoint the auditors and to fix theirremuneration.

ABSTRACT OF THE ANNUAL RETURN

In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section92 of the Companies Act 2013 an extract of the Annual Return in prescribed form MGT - 9is appended as Annexure-Atothe Board's Report.

RELATED PARTY TRANSACTIONS

During the year Company has made several related party transactions and theparticulars of contracts or arrangements entered into by the Company with related partiesas referred in sub-section (1) of section 188 of the Companies Act 2013 in prescribedForm No. AOC-2 is appended asAnnexure-Bto the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI(Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as Annexure- C and forms part of the Boards' Report.

SECRETARIAL AUDIT

Your Company has been listed on NSE after financial year ended on March 31 2017 thusduring the year provisions towards Secretarial Audit was not applicable to the Companyas required under Section 204 of the Companies Act 2013. However the Board of Directorshave appointed M/s. Satyajit Mishra & Co. Practising Company Secretary Mumbai toconduct Secretarial Audit for the financial year 2016-17 as part of good corporategovernance and transparency. The Secretarial Audit Report in form MR-3 for the financialyear 2016-17 forms part of the Directors' Report as Annexure - D.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated underthe Listing Regulations. A separate section on corporate governance along with acertificate from the secretarial auditor confirming the compliance is annexed as Annexure-E and forms part of this Annual Report.

LOANS GUARANTEES & INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements in details.

AUDIT COMMITTEE

The Audit Committee of the Company was formed in the Board Meeting held on February 282017 thus during the year No Audit Committee's Meeting was held however your Directorsensures that Audit Committee will meet regularly to review reports including significantaudit observations and follow-up actions thereon. The Audit Committee shall also meet theCompany's Statutory Auditors to ascertain their views on financial statements includingthe financial reporting system compliance to accounting policies and procedures. Thedetails pertaining to Audit Committee and its composition are included in the CorporateGovernance Report which forms part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company was formed in the BoardMeeting held on February 282017 thus during the year No Nomination and RemunerationsCommittee's Meeting was held however your Directors ensures that the Company will followa Policy on Remuneration of Directors and Senior Management Employees. The policy shall beapproved by the Nomination & Remuneration Committee and the Board. The main objectiveof the said policy is to ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate the Directors KMP and SeniorManagement employees. The Remuneration Policy for the Directors and Senior Managementemployees is given in the Corporate Governance Report.

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholder's Relationship Committee of the Company was formed in the Board Meetingheld on February 28 2017 thus during the year No Stakeholder's Relationship Committee'sMeeting was held. The details pertaining to composition of the Committee is included inthe Corporate Governance Report which forms part of this report. The role of theCommittee is explained in detail in the Corporate Governance Report enclosed herewith.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to provide Independent Directors with the industryscenario the socio-economic environment in which the Company operates the businessmodel the operational and financial performance of the Company significant developmentsso as to enable them to take well informed decisions in a timely manner. This programmealso seeks to update the Directors on the roles responsibilities rights and duties undervarious Acts and other statutes.

INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss due to fire theftriot earthquake terrorism in transit etc. and such other risks which are considerednecessary by the management. Further the Company identifies and assess key risks andformulate strategies for mitigation of such risks that are identified by the Company.

FIXED DEPOSIT

The Company has not accepted the Fixed Deposits and therefore the compliance of thesame as per the provisions of the Companies Act 2013 and rules thereon is not required.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or other policies. The policy provides for adequate safeguards againstvictimization of employees who avail of mechanism and also provides for direct access tothe Chairman of the Audit Committee. It is affirmed that no personnel of the Company hasbeen denied access to the Audit Committee. The policy of vigil mechanism is available onthe Company's website.

MATERIAL CHANGES AND COMMITMENTS

No material changes have took Place affecting the financial position of the Companyfrom the date of closure of financial yeartill the date of signing of this report.

APPRECIATION

Your Directors are thankful to the Vendors Customers Bankers Central and Stategovernments together with their departments and the local authorities for their continuedguidance support and co-operation. Your Company has been able to operate efficientlybecause of the culture of professionalism creativity integrity and continuousimprovement in all functions and areas as well as the efficient utilisation of theCompany's resources for sustainable and profitable growth. To them goes the credit for allof the Company's achievements.

And to you our Shareholders we are deeply grateful for the confidence and faith thatyou have always reposed in us.

For and on behalf of the Board of Directors

Creative Peripherals and Distribution Limited

Mr. Ketan Patel

Chairman & Managing Director

DIN 00127633

Date: 3rd August 2017

Place: Mumbai

Registered Office:

Creative Peripherals and Distribution Limited

B-215 Mandpeshwar Industrial Premises Co-op.Soc. Ltd

Opp. MCF Club

Off S.V.P. Road Borivali (W)

Mumbai Maharashtra India.

Pin Code-400092