Your Directors are pleased to present the 22ndAnnual Report and the audited accountsfor the financial 31st March 2016.
1. FINANCIAL RESULTS:
The financial performance of the Company for the financial st March 2016 is summarizedbelow: Yearended31
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Particulars ||For the year ended 31st March 2016 ||For the year ended 31st March 2015 |
|1 Revenue from Operations (Net) ||4698.73 ||1842.19 |
|2 Provision for Depreciation ||10.34 ||20.83 |
|3 Profit before taxation ||(34.54) ||(37.97) |
|4 Provision for taxation ||NIL ||NIL |
|5 Provision for deferred tax ||(30.41) ||(0.47) |
|6 Earlier Year Income Tax ||- ||- |
|7 Profit (Loss) for the period from continuingoperations ||(4.13) ||(38.45) |
|8 Net Profit/Loss ||(4.13) ||(38.45) |
2. STATUS OF MERGER :
The Application submitted by the company for in principle approval pursuant to theClause 24 (f) of listing agreement erstwhile. The Company has obtained observation Letterdated May 12 2016 from BSE Limited conveying their No-Objection to the Scheme ofAmalgamation.
3. RESULTS OF OPERATIONS :
During the Year under review the company registered an income of Rs. 469872618/-(Rupees Forty Six Crores Ninety Eight Lacs Seventy Two Thousand Six Hundred Eighteen Only)as against previous year of Rs.184219175/- (Eighteen Crores Forty Two Lacs NineteenThousand One Hundred Seventy Five Only) Net Loss after tax is Rs. 412716/- (Rupees FourLacs Twelve Thousand Seven Hundred Sixteen Only). Further your directors are lookingforward to increase 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 2015-16 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 2015-16 are given in the Corporate Governance Report which formsa part of this report.
9. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in theCorporate Governance Report which forms part of this report.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmedthat:
i. That in the preparation of the annual accounts the applicable accountingstandard had been followed along with proper explanation relating to material departures
ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of theProfitor Loss of the Company for that period. iii. Thatthe Directors have taken proper and sufficient care for the maintenances of adequateaccounting records in accordance with the provision of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going concern basis.
v. That the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that 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
M/s. P.K. Shishodiya & Co. Chartered Accountants Mumbai (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 auditors 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 2016 is AnnexureB. to this Report.
Company is in the process of merging with Parvati Sweetners and Power Limited andmerger process will expected to be completed in the short spans of time hence Companycould not appointed Company Secretary pursuant to provisions of Section 203 and otherapplicable provisions of the Companies Act 2013 and Companies (appointment andRemuneration of Managerial Personnel) Rules 2014 and the Board has appointed InternalAuditor for the financial year 2016-2017 as required Pursuant to provisions of Section 138and other applicable provisions of the Companies Act 2013 and Companies (Accounts) Rules2014 Thus the said default was made good.
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 financialyear there were no employees drawing salary exceedingRs.500000/- (Rupees Five
Lacs only) The information pursuant to 197 of the Act read with Rule 5 of the Companies(Appointment and
Remuneration of Managerial personnel) Rules 2014 relating to median employeesremuneration is made available at the registered office of the Company during workinghours for a period of twenty-before the date of the Annual General Meeting i.e Monday the25th July 2016.
16. 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 equipments : 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 oftechnology imported : N.A b. The year of import : N.A c. Whether the technology been fullyabsorbed. N.A. d. If not fully absorbed areas where absorption has not taken place andthe reasons thereof; and: N.A. iv. The expenditure incurred on Research and Development.N.A.
17. 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.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year Mr. Firoz Khan (DIN: 07032822) Director of the Company isretiring by rotation & being eligible offers himself for re-appointment.
19. 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.
20. 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.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial the end of thefinancial year of the Company to which the financial
22. 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 evaluate theperformance 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 and itsCommittees with the Company.
23. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements 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.
24. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant of the provisions of the Companies Act 2013 and as per regulation 17(10)of the SEBI (LODR) Regulation 2015 the Company has devised a policy containing criteriafor evaluating 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 Board culture execution and performance of specific dutiesobligations and governance. The manner in which evolution has been carried out in theCorporate Governance report forming part of this Annual Report.
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.
| ||For And On Behalf Of the Board |
| ||Dollex Industries Limited |
| ||Sd/- |
|DATE : 20th July 2016 ||Mehmood Khan |
|PLACE : Mumbai ||(Chairman) |