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Eureka Industries Ltd.

BSE: 521137 Sector: Industrials
NSE: N.A. ISIN Code: INE958A01011
BSE 05:30 | 01 Jan Eureka Industries Ltd
NSE 05:30 | 01 Jan Eureka Industries Ltd

Eureka Industries Ltd. (EUREKAINDS) - Director Report

Company director report

To

Dear Shareholders

The Directors of your Company have pleasure in presenting their Twenty Fifth AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended on 31st March 2017.

COMPANY’S PERFORMANCE:

Your Company’s performance during the year 2016-17 (12 months) and for the periodApril’15 to March’16 (12 months) is summarized below:

FINANCIAL RESULTS:

The highlights of Financial Results for the year ended on 31st March 2017 are:

Current Year Previous Year
(Rs. in Lacs) (Rs. in Lacs)
Sales and Other Income 9.33 9.67
Profit/(loss) Before Tax 2.57 2.62
Less : Provision of Taxation 0.49 0.48
Net Profit /(Loss) for the year 2.08 2.14
Balance b/f. from previous year (740.05) (742.19)
Balance Carried to Balance Sheet (764.87) (740.05)

DIVIDEND:

Your Directors are unable to recommend any Dividend on the Equity Shares in view of thepresent financial position of the Company.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the yearunder review:

OPERATIONS & PROSPECTS:

During the year under review the company has earned the interest income of Rs.932862. Your directors are striving hard by making sincere efforts for the better growthand prospects of the Company in the future.

CHANGE IN NATURE OF BUSINESS:

The Company does not change its nature of Business during the period under review

CORPORATE GOVERNANCE REPORT:

Your Company is committed to good Corporate Governance practices. Your Directorsendeavor to adhere to the standards set out by the Securities and Exchange Board ofIndia’s (SEBI) Corporate Governance practices and accordingly has implemented all themajor stipulations prescribed.

As Per SEBI Circular No. CIR/CFD/POUCY CELL/7/2014 dated 15th September 2014 thecompliance with the provisions of Corporate Governance Report shall not be mandatory toyour Company.

NUMBER OF BOARD MEETINGS HELD:

During the financial year 2016-17 under review the Board of Directors of the companymet Seven (7) times on following given dates:

Meeting No. Date Day Director present
01/2016-17 11/04/2016 Monday 5
02/2016-17 30/05/2016 Monday 5
03/2016-17 12/08/2016 Friday 5
04/2016-17 11/11/2016 Friday 4
05/2016-17 06/02/2017 Monday 4
06/2016-17 06/03/2017 Monday 4
07/2016-17 31/03/2017 Friday 3

COMMITTEES OF THE BOARD:

In accordance with the provisions of Companies Act 2013 and SEBI (LODR) Regulations2015 the Board of Directors of the Company has framed the Committees viz. AuditCommittee Stakeholders Relationship Committee and Nomination and Remuneration Committee.There are currently three committees of the Board as following:

AUDIT COMMITTEE

The constitution of Audit Committee is in confirmation with requirements of Section 177of the Companies Act 2013 and also as per the requirements Regulation 18 of SEBI (LODR)Regulations 2015.

Powers of the Audit Committee

• To investigate any activity within its terms of reference;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise if it considersnecessary.

The Audit Committee comprises of 3 directors. The Chairman of the Audit Committee is aNon executive and Independent Director. The Composition of the Audit Committee is asunder:

Sr. No. Name Category Designation
1 Mr. Yashdeep D. Jajpura Independent director Chairman
2 Mr. Gunjan Choudhary Independent director Member
3 Mr. Narayan B. Prajapati (Resigned w.e.f. 11.11.2016) Director Member
Miss. Aarefa O. dudhwala (Appointed w.e.f. 11.11.2016) Independent director Member

Mr. Narayan B. Prajapati ceased to be a member of the Audit Committee w.e.f.11/11/2016. The Chairman of the company recommended Miss. Aarefa Dudhwala an independentdirector of the company as a new member of the Audit Committee. The Chairman of AuditCommittee and other member appointed Miss. Aarefa Dudhwala as a member of the AuditCommittee in duly held committee meeting on 11th November 2016.

The Board has accepted all the recommendations made by the Audit Committee during theyear. The Audit Committee met Four times during the financial year on May 30 2016 August12 2016 November 11 2016 and February 06 2017.

NOMINATION AND REMUNERATION COMMITTEE

The Remuneration Committee of the Company recommends to the Board the compensationterms of Managerial Personnel subject to approvals from shareholders and CentralGovernment as and when necessary.

The Composition of the Nomination and Remuneration Committee is as under:

Sr. No. Name Category Designation
1 Mr. Yashdeep D. Jajpura Independent director Chairman
2 Mr. Gunjan Choudhary Independent director Member
3 Miss. Aarefa O. dudhwala Independent director Member

The Board has accepted all the recommendations made by the Nomination and RemunerationCommittee during the year. The Nomination and Remuneration Committee met on March 31 2017to nominate and fix remuneration of Mr. Jyotal Thakar appointed as CFO in the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted to look into investorscomplaints like transfer of shares non – receipt of declared dividend etc and takenecessary steps for redresses thereof.

The Committee approves issue of new / duplicate share certificates. The Committeeoversee and review all matters connected with share transfers / transmission /demat /remat and other issues pertaining to shares. The Committee also looks into the investorrelations / grievances and redressal of the same on a periodical basis.

The Composition of the Stakeholders Relationship Committee is as under:

Sr. No. Name Category Designation
1 Mr. Yashdeep D. Jajpura Independent director Chairman
2 Mr. Gunjan Choudhary Independent director Member
3 Miss. Aarefa O. dudhwala Independent director Member

The Board has accepted all the recommendations made by the Stakeholders RelationshipCommittee during the year. The Stakeholders Relationship Committee met Three times duringthe financial year on August 31 2016 March 10 2017 and March 20 2017 to approve theTransfer of shares of the Company.

REMUNERATION POLICY:

The remuneration of Directors and Managerial Person is recommended by the RemunerationCommittee and approved by the Board of Directors and Members at the General Meeting.

There was no pecuniary relationship or transaction of the Directors with the company.The Company does not have any Stock option scheme.

CASH FLOW STATEMENT:

Cash flow statement in pursuant to regulation 34(2)(c) of LODR Regulation 2015 isattached and form part of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 to 76 of theCompanies Act 2013 during the year under review.

DIRECTORS:

Mr. Ketan Gandhi (DIN 02553466) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. TheBoard recommends his reappointment. (as the term of his appointment has been modified andmakes him liable for retirement by rotation at every AGM)

Mr. Narayan Prajapati (DIN 02533184) has resigned from the post of Director from theBoard of Directors of the Company on 11th November 2016. His resignation was noted by theBoard and taken on record.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Directors state and confirmthat:

(1) Appropriate accounting policies have been selected and applied them consistentlyand judgments and estimates made that are 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 and ofthe profit or loss of the Company for that period;

(2) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguard the assets of the Company and for preventing and detecting fraud and otherirregularities ;

(3) The accounts have been prepared on going concern basis.

(4) They have laid down internal financial controls in the company that are adequateand were operating effectively.

(5) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE Ltd Mumbai where the Company’s Shares are listed.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration falling within the limits specified underSection 134(3) and 197 of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 2011 hence no statement is enclosed.

AUDITORS:

STATUTORY AUDIT:

M/s. Kothari Sangawat & Associates (FRN 132985 W) Chartered Accountants StatutoryAuditors of the company hold office until the conclusion of the 27th Annual GeneralMeeting and his appointment be and is hereby ratified for remaining Two Years at theremuneration as may be decided by the Board of Directors.

SECRETARIAL AUDIT:

According to the provision of section 204(1) of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Rohit Bajpai & Associates a Practicing CompanySecretary is enclosed as Annexure B as a part of this report.

INTERNAL AUDITOR:

M/s R Patni & Co. Chartered Accountants was appointed as an Internal Auditor ofthe company in the board meeting dated 29th May 2017

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

There are no loans guarantees or investments under section 186 by the Company duringthe year under report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There are no contracts or arrangements with related parties referred to in sub section(1) of Section 188 during the year under report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

As required under section 134(3)(m) of the companies Act 2013 read with Rule 8 of thecompanies (Accounts) Rules 2014 Your Company has no activities relating to Conservationof Energy Technology Absorption etc.

Foreign Exchange Earning and Outgo: NIL

DETAILS OF HOLDING/SUBSIDIARY/ ASSOCIATE COMPANIES/JOINT VENTURE:

Your Company does not have any Holding/Subsidiary/ Associate Companies or Joint Venture

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 and schedule VII of the Companies Act 2013 are notapplicable to your Company and hence the Company has not developed and implemented anyCorporate Social Responsibility initiatives.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.eurekaindustries.in under shareholders/Vigil Mechanism Policy link.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company’sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. The Related Party Transaction Policy has beenuploaded on the website of the Company at www.eurekaindustries.in under shareholders/Related Party Transaction Policy link.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has already formulated an Audit Committee which holds the Audit Committeemeeting time to time to review the financial results internal financial controls and riskmanagement system auditor’s independence and performance etc. The Company has alsoappointed Internal Auditors who perform their duty on the basis of the scope of workallotted to them time to time.

EXTRACT OF ANNUAL RETURN:

In pursuant to the provisions of section 92 of the Companies Act 2013 the detailsforming part of the extract of the Annual Return in Form MGT-9 is enclosed as Annexure Aherewith.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

CODE OF CONDUCT:

The Company’s code of conduct has been complied with by all the members of theBoard and selected employees of the Company. The Company has in place a prevention ofInsider Trading Code based on SEBI (Prohibition of Insider Trading) Regulation 2015. Thiscode is applicable to all Directors and designated employees. The code ensures preventionof dealing in shares by persons having access to the unpublished price sensitiveinformation. The Code has been posted on the Company’s websitewww.eurekaindustries.in

GST ENROLLMENT:

The Company has successfully migrated under GST Enrollment on 06th March 2017. TheCompany has also received its GSTIN 24AAACE3483E1ZZ. Mr. Paresh Parmar Company Secretaryof the Company has been authorized for this purpose.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude and thank theCustomers Dealers and Suppliers Investors Members Banks Financial InstitutionsCentral and State Governments for their continued support and co-operation. Your Directorsalso thank the employees of the Company across all levels for the sincere and hard workput in by them during the year under review.

For and on behalf of the Board of Directors
Eureka Industries Limited
Place : Ahmedabad Ketan Gandhi Aarefa Dudhwala
Date : 09th August 2017. Managing Director Director
DIN: 02553466 DIN: 07127418