Your Directors are pleased to present the 23rdAnnual Report and the audited accountsfor the financial year ended 31st March 2017.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial Year ended 31 st March 2017is summarized below:
| || || ||(Rs. In Lacs) |
|Sr. No. ||Particulars ||For the year ended ||For the year ended |
| || ||31st March 2017 ||31st March 2016 |
|1 ||Revenue from Operations (Net) ||705.63 ||4698.73 |
|2 ||Provision for Depreciation ||10.34 ||10.34 |
|3 ||Profit before taxation ||7.65 ||(34.54) |
|4 ||Provision for taxation ||1.62 ||- |
|5 ||Provision for deferred tax ||7.62 ||(30.41) |
|6 ||Earlier Year Income Tax ||- ||- |
| ||Profit (Loss) for the period from continuing ||0.03 ||(4.13) |
|7 ||operations || || |
|8 ||Net Profit/Loss ||0.03 ||(4.13) |
2. STATUS OF MERGER :
Subsequent to the approval of the shareholders at the Court Convened Meeting held onAugust 16 2016 for approval of Scheme of Amalgamation of Dollex Industries Limited intoParvati Sweetners and Power Limited and their respective shareholders under section 391to 394 read with section 100 to 103 and other applicable provisions of Companies Act 1956and/or Companies Act. 2013. Your Company had filed the petition for sanction of the Schemeof Amalgamation with the Hon'ble High Court of Mumbai. Consequent to the notification ofcertain pending sections of Companies Act 2013 including sections related to theCompromise and Arrangements the jurisdiction for sanctioning the Scheme of Amalgamationhas been transferred to the NCLT from High Court of Mumbai. The Scheme is currentlypending with NCLT for sanction.
3. RESULTS OF OPERATIONS :
During the Year under review the company registered an income of Rs.70563366/-(Rupees Seven Crores Five Lacs Sixty-Three Thousand Three Hundred Sixty-Six Only) asagainst previous year of Rs.469872618/- (Rupees Forty-Six Crores Ninety-Eight LacsSeventy-Two Thousand Six Hundred Eighteen Only) Net profit is Rs. 3837/- (Rupees ThreeThousand Eight Hundred Thirty Seven Only). Further your directors are looking forward toincrease the profitability of Company.
During the period your Directors do not recommend any dividend for the year.
5. TRANSFER TO RESERVES:
During the financial year 2016-17 the Company has not transferred amount to anyreserve.
Since the Company has no subsidiaries provisions of Section 129 of the Companies Act2013 is not applicable.
7. EXTRACT OF 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 AnnexureA and is attached to this Report.
8. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:
The details of the meetings of the Board of Directors and its Committees convenedduring the Financial year 2016-2017 are given in the Corporate Governance Report whichforms a part of this report.
9. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that: i. Thatin the preparation of the annual accounts the applicable accounting standard had beenfollowed along with proper explanation relating to material departures ii. That theDirectors 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 fair viewof the state of affairs of the companyat Profitor Loss of the Company forthat end thefinancial yearand the period. iii. That the Directors have taken properand sufficient care for the maintenances of adequate accounting records in accordance withthe provision of this Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities. iv. That the Directors have preparedthe Annual accounts on a going concern basis. v. That the directors had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively. vi. That the directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating
11. DECLARATION OF INDEPENDENT DIRECTORS :
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) 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.
12. AUDITORS :
M/s. P.K. Shishodiya & Co. Chartered Accountants Indore (Firm RegistrationNo.03233C) was appointed as Statutory Auditors at the Annual General Meeting held on 25thSeptember 2014 for the period of four (4) years. i.e for the Annual General Meeting to beheld in year 2018 subject to ratification at each Annual General Meeting. The Company hasreceived letter from them to the effect that their appointment if made would be withinthe prescribed limits under Section 141(3) (g) of the Companies Act 2013 and that theyare not disqualified from appointment.
13. COMMENTS ON AUDITORS REPORT :
The auditor's report does not contain any qualifications reservation or adverseremark.
14. SECRETARIAL AUDITOR & REPORT :
The Board of Directors of the Company has appointed M/s. HS Associates PracticingCompany Secretary to conduct the Secretarial Audit for the financial year 2016-2017. TheSecretarial audit report for the financial year ended 31st March 2017 is AnnexureB. to this Report.
The Company being a "Transferor" Company is getting merged with an unlistedcompany. After merging the new company will be listed with BSE. The company will appointCompany Secretary Pursuant to provisions of Section 203 and other applicable provisions ofthe Companies Act 2013 and Companies (appointment and Remuneration of ManagerialPersonnel) Rules 2014 after merger.
15. PUBLIC DEPOSITS :
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
16. PARTICULARS OF EMPLOYEES :
During the financial year there were no Five Lacs only) The information pursuant to 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014 relating to median employee's remuneration is made available at theregistered officeof the Company during working hours for a period of twenty-one (21) daysbefore the date of the Annual General Meeting i.e. Saturday the 2nd September'2017 .
17. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORTOF BOARD OF DIRECTORS) RULES 1988.
(A) Conservation of energy: -i. The steps taken or impact on conservation ofenergy : N.A. ii. The steps taken by the Company for utilizing alternate sources of energy: N.A. iii. The capital investment on energy conversation equipment's : N.A.
(B) Technology absorption: i. The efforts made towards technology absorption :N.A ii. The benefits derived like product improvement cost reduction product developmentor import substitution : N.A iii. In case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year)
|a. The details of technology imported ||: N.A |
|b. The year of import ||: N.A |
|c. Whether the technology been fully absorbed ||: N.A. |
|d. If not fully absorbed areas where absorption has not || |
|taken place and the reasons thereof ||: N.A. |
|iv. The expenditure incurred on Research and Development. ||: N.A. |
18. CORPORATE GOVERNANCE :
The Company is committed to maintain the Corporate Governance and adhere to thecorporate governance requirements set out by SEBI. The report on Corporate Governance asstipulated under the listing agreement formsanintegralpartofthisReport.Therequisitecertificatefrom the Auditors of the Companyconfirming compliance with the conditions of corporate governance is attached to thereport on Corporate Governance.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year Mr. Mehmood Khan (DIN: 00069224) Director of the Company is retiring byrotation & being eligible offers himself for re-appointment.
The first term of office of Mr. Vijay Singh Bharkatiya Mr. Radhakrishna Deshraju Mr.Sanjay Tiwari and Mrs. Ruchi Sogani as Independent Directors expires at the ensuingAnnual General Meeting. The Board has recommended re-appointment of Mr. Vijay SinghBharkatiya Mr. Radhakrishna Deshraju Mr. Sanjay Tiwari and Mrs. Ruchi Sogani IndependentDirectors of the Company for a second term of 3 (Three) consecutive years.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES. :
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureC.
21 . PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013 :
The particulars of loans guarantees and investments have been disclosed in thefinancial Statement.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes andcommitmentsaffectingthefinancialposition of theCompany between the end of the financial year of theCompanytowhichfinancialstatementsrelate and the date of the report.
23. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE :
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the
Board & committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (e) of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 is Annexure D to this report
25. PERFORMANCE EVALUATION OF THE BOARD :
Pursuant of the provisions of the Companies Act 2013 and as per regulation 17(10) ofthe SEBI (LODR) Regulation 2015 the Company has devised a policy containing criteria forevaluating the performance of the independent. Non-Executive and Executive DirectorsBoard and committees. Feedback was sought by way of structured questionnaire coveringvarious aspects of the Boards functioning such as adequacy of the composition of theBoard and its committee specificduties Board culture execution and performance ofobligations and governance. The manner in which evolution has been carried out in theCorporate Governance report forming part of this Annual Report.
26. ACKNOWLEDGEMENTS :
Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks Government authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.