Empower India Ltd.
|BSE: 504351||Sector: Others|
|NSE: N.A.||ISIN Code: INE507F01023|
|BSE LIVE 14:08 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 504351||Sector: Others|
|NSE: N.A.||ISIN Code: INE507F01023|
|BSE LIVE 14:08 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Directors of your Company have pleasure in presenting the Thirty Fourth AnnualReport on the business and operations of the Company together with the audited financialstatements for the financial year ended March 31 2016 on standalone basis as well asconsolidated.
A. FINANCIAL HIGHLIGHTS (STANDALONE):
B. BUSINESS PERFORMANCE:
Profit after tax for the year stands at Rs. 1926059/- which actually grew incomparison to the previous year which stands at Rs 1548139/- The revenue of the Companyfor the year has been generated from the Trading of I.T Products and Peripherals.
Yours Directors have considered it financially prudent in the long term interest of theCompany to reinvest the profits to build a strong reserve base and grow the business ofthe Company. Therefore no dividend has been recommended for the year ended March 312016.
D. TRANSFER TO RESERVES:
The Company has not transferred any amounts to reserve during the financial year endedMarch 31 2016.
E. SHARE CAPITAL:
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31 2016 is Rs.1250000000/- divided into 1250000000 Equity Shares of Re. 1/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at March 31 2016 is Rs.1163798560/- divided into 1163798560 Equity Shares of Re. 1/- each.
During the year under consideration the Company has not issued any shares orsecurities.
F. AUDITORS AND THEIR REPORTS:
M/s. Agarwal Desai and Shah Chartered Accountants (FRN: 124850W) were appointed in theThirty Second Annual General Meeting held on 30th September 2014 to holdoffice for the term of three consecutive years from conclusion of Thirty Second AnnualGeneral Meeting. The appointment of the auditors shall be placed for ratification at everyAnnual General Meeting. Accordingly the appointment is placed for ratification by theshareholders which forms a part of this notice.
The auditors' report for the financial year under consideration does not contain anyqualifications reservations or adverse remarks. The said report also forms a part of thisAnnual Report.
Pursuant to Section 204 of the Act and rules framed therein the Board of Directors hasappointed Ms. Richa Agarwal the Practicing Company Secretary as a Secretarial Auditor toconduct a Secretarial Audit for the financial year under consideration.
The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as"Annexure-I". The Secretarial Auditor's Report does not contain anyqualification reservation or adverse remarks.
Pursuant to Section 138 of the Act and rules framed therein the Board of Directors hasappointed M/s. Tejas Nadkarni & Associates Chartered Accountants (FRN: 135197W) asthe Internal Auditors for conducting Audit for the financial year under consideration.
The internal auditor has not reported any qualifications reservations or adverseopinions during the year under review.
G. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 205C of the Companies Act 1956 your Company hastransferred Rs. 40853/- during the year to the Investor Education and Protection Fund.This amount was lying in unpaid dividend account with HDFC Bank Kanjurmarg Branch of theCompany for a period of seven years after declaration of Dividend for the financial yearended 2007-08.
H. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in thisAnnual Report. Certain statements in the aforementioned report may be forward looking.Many factors may affect the actual results which could be different from what theDirectors envisage in terms of the future performance and outlook.
I. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has not entered into joint venture with any Company but has the followingtwo subsidiaries as at March 31 2016:
Empower Bollywood Private Limited incorporated as on May 16 2015.
Empower TradEX Private Limited incorporated as on January 01 2016.
The Company holds 43.98% shares in one company i.e. Jharkhand Mega Food PrivateLimited. Thus it falls under the category of Associate Company.
In terms of Section 129 of the Companies Act 2013 read with third proviso to Rule 5 ofCompanies (Accounts) Rules 2014 the statement containing the salient feature of thefinancial statement of Subsidiary as well as Associate Company in Form AOC-1 is enclosedas "Annexure II" which forms a part of this report.
J. DETAILS OF DIRECTORS INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THEYEAR:
Appointment & Cessation:
During the year under review there were no appointments or cessation of any director orKey Managerial Personnel made. The Company has received consent from Mrs. RekhaBahadurlama to act as a director and has given a declaration to the effect that she is notdisqualified under the provisions of Section 164 of Companies Act 2013 to act as adirector. Her appointment as a Non executive Non Independent Director has been proposed bythe Company. The resolution forms a part of the notice for approval of the shareholders inthe Annual General Meeting.
In accordance with the provisions of the Companies Act 2013 Mr. Kiran ThakoreDirector of the Company being the longest in the office amongst the four directors liableto retire by rotation retires from the Board by rotation this year and being eligiblehas offered their candidature for re-appointment. Necessary resolution for this purpose isbeing proposed in the notice of the ensuing Annual General Meeting for the approval of themembers. None of the Independent Directors are due for reappointment.
K. KEY MANAGERIAL PERSONNEL:
During the year under review the Company had the following Key Managerial Personnel:
Mr. Vinod Shinde- Chairman & CEO 9 Mr. Rajgopalan Iyengar - Chief FinancialOfficer
The Board of Directors at its meeting held on May 28 2016 has on the recommendationof the Nomination & Remuneration Committee appointed Ms. Diviya Nadar as a CompanySecretary and a Compliance Officer of the Company w.e.f. May 29 2016.
L. DECLARATION BY INDEPENDENT DIRECTORS:
The independent directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section 149(6).
M. BOARD MEETINGS:
Five meetings of the board were held during the year. Details of the meetings of theboard are included in the Corporate Governance Report which forms part of this report.
The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposits during the year under review.
O. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in"Annexure III" in Form AOC-2 and the same forms part of this report. The Boardhas approved a policy for related party transactions which has been uploaded on theCompany's website.
P. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information on conservation of energy technology absorption foreign exchange earningsand out go as required to be given pursuant to provisions of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is provided under"Annexure- IV".
The Company has not accepted any deposits from the public/members under Section 73 ofthe Act read with Companies (Acceptance of Deposits) Rules 2014 since inception.
R. EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return in Form MGT - 9 forms a part of the Board's Report andis annexed herewith as "Annexure V"
S. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company has been appended as "Annexure VI" of this Report.
The Board of Directors affirm that the remuneration paid to employees of the Company isas per the Remuneration Policy of the Company and none of the employees listed in the saidAnnexure/Information is related to any Director of the Company.
T. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board and of the Committees of the Board by way of individual and collectivefeedback from Directors. The Directors expressed their satisfaction with the evaluationprocess.
The following were the Evaluation Criteria: a) For Independent Directors:
Knowledge and Skills 9 Professional conduct 9 Duties Role and functions
b) For Executive Directors:
9 Performance as Team Leader/Members
9 Evaluating Business Opportunity and analysis of Risk Reward Scenarios 9 ProfessionalConduct and Integrity 9 Sharing of Information with the Board
U. DETAIL OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:
The details of investments made as covered under the provisions of Section 186 of theAct are given in Notes to the Financial Statements which forms a part of this AnnualReport.
V. POLICY AGAINST SEXUAL HARASSMENT:
Company has formulated a policy for prevention and deterrence of acts of sexualharassment. The Policy also defines the procedures for the resolution and settlement ofcomplaints if any. There were no cases/ complaints reported during the year under review.A copy of the policy against sexual harassment is available at Company's website athttp://www.empowerindia.in/pdf/Policv%20on%20Material%20Subsidiary.pdf
W. VIGIL MECHANISM:
Company has a Vigil Mechanism in place as required under section 177 of the Act and theListing Agreement. Further details in this regard have been outlined in the CorporateGovernance report annexed to this Annual Report.
X. POLICY ON NOMINATION AND REMUNERATION:
The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which isalso available at Company's website at http://www.empowerindia.in/pdf/Nomination-Remuneration-Policy.pdf. The Remuneration Policy forms a part of this Report as"Annexure VII".
Y. PREVENTION OF INSIDER TRADING CODE:
In accordance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas formulated and approved:
An Insider Trading Code to regulate dealing in the securities of the Company bydesignated persons in compliance with the regulations; and
A Policy for Fair Disclosure of Unpublished Price Sensitive Information.
The aforementioned policy is also made available at the company's website at the linkhttp://www.empowerindia.in/pdf/Insider%20Trading%20Code.pdf
Z. RISK MANAGEMENT:
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The broad terms ofreference of the Committee are stated in the Corporate Governance Report.
The audit committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. The Audit Committee is keptapprised of the proceedings of the Risk Management Committee and also apprised about therisk management framework at subsidiaries.
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms a part of this report. The Board hasapproved a Risk Management Policy which is also made available at company's website at thelink http://www.empowerindia.in/pdf/Risk%20Mgmt%20Policy.pdf
The Company believes that intellectual capital represents its most valuable asset.People are one of the key and critical success factors for the Company. The Companyencourages a performance driven culture and enables the employees with focused training atregular intervals. In an ever increasing competitive landscape our focus is on continuousskill development at every level. Regular training programmes are organized to helpacquire new skills and to refresh and upgrade the existing ones.
Employee satisfaction is a top priority and the Company ensures that all its employeesenjoy a safe healthy and progressive work environment at all its offices. The Company'sHR works cohesively with the employees to help them in their personal as well asprofessional development. The Company has a well- defined Code of Conduct that guides allemployees in their interaction with the various stakeholders of the Company.
The Company has complied with all the mandatory requirements of Corporate Governance asspecified by the Securities & Exchange Board of India through Listing ObligationsDisclosure Requirements 2015. As required by the said clause a separate "Report onCorporate Governance" and a certificate from the Statutory Auditors of the Companyregarding "Compliance with the Conditions of Corporate Governance" also formspart of this Report.
CC. REGULATORY ACTIONS:
There are no significant or material orders passed by the regulators or courts ortribunals which could impact the going concern status and operations of the Company infuture.
DD. MATERIAL CHANGES:
There have been no material changes and commitments affecting the financial position ofthe Company. Further it is hereby confirmed that there has been no change in the natureof business of the Company.
EE. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review the Company does not satisfies the Condition forcomposition of a CSR Committee. The Board annually reviews the criteria for applicabilityof the CSR Committee for the company.
FF. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of the provisions of Companies Act 2013 the Directors state that:
In preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
The directors had selected such accounting policies as listed in Note Y to thefinancial statements and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the financial year as on 31st March 2016 and of the profit of theCompany for that period;
The directors had taken proper and sufficient care for 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;
The directors had prepared the annual accounts on a going concern basis; and
The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsstock exchanges and depositories auditors legal advisors consultants businessassociates and all the employees with whose help cooperation and hard work the Company isable to achieve the results.
The Board deeply acknowledges the trust and confidence placed by the consumers of theCompany and all its shareholders.