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Eureka Industries Ltd.

BSE: 521137 Sector: Industrials
NSE: N.A. ISIN Code: INE958A01011
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OPEN 2.90
PREVIOUS CLOSE 3.00
VOLUME 500
52-Week high 2.90
52-Week low 2.90
P/E 290.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.90
CLOSE 3.00
VOLUME 500
52-Week high 2.90
52-Week low 2.90
P/E 290.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Eureka Industries Ltd. (EUREKAINDS) - Director Report

Company director report

To

Dear Shareholders

The Directors present the Annual Report together with the Audited Balance Sheet as at31st March 2016 and the Statement of Profit and Loss of Eureka IndustriesLimited for the year ended on 31st March 2016.

COMPANY’S PERFORMANCE:

Your Company’s performance during the year 2015-16 (12 months) and for the periodApril’14 to March’15 (12 months) is summarized below:

FINANCIAL RESULTS:

The highlights of Financial Results for the year ended on 31st March 2016are:

Current Year Previous Year
(Rs. in Lacs) (Rs. in Lacs)
Sales and Other Income 9.67 9.61
Profit/(loss) Before Tax 2.62 4.66
Less : Provision of Taxation 0.48 0.89
Net Profit /(Loss) for the year 2.14 3.77
Balance b/f. from previous year (742.19) (745.96)
Balance Carried to Balance Sheet (740.05) (742.19)

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 income of Rs. 966735. Yourdirectors are striving hard by making sincere efforts for the better growth and prospectsof the Company in the future.

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 September2014 the compliance with the provisions of Corporate Governance Report shall not bemandatory to your Company.

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 Director Member

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 29 2015 August12 2015 November 09 2015 and February 12 2016.

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

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

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. Narayan B. Prajapati (DIN 02533184) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.The Board recommends his reappointment.

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.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis report is given below:

Overview

The Company is not carrying out any specific business. Considering the fact that theCompany has adequate resources to continue in operational existence for the foreseeablefuture and taking into account the management assessment of improvement in the economiccondition in general. The Company is getting its revenue out of interest on Investment.

Financial performance & review

The Company made a Profit of Rs. 213922 during current financial year as againstprofit of Rs. 377255 during the previous year.

Segment wise performance:

As there is no particular operational activity hence segment wise performance is notapplicable.

Outlook

Due to inoperative business activity of the company forecasting outlook is not wisesince any particular business not yet started. The Directors are striving hard by makingsincere efforts for the better growth and prospects of the Company in the future.

Risk Management

Your Company has no specific risks other than normal business problems which are in theroutine business management of the company.

Internal Controls

The Company has adequate internal control procedures and has well defined businessprocesses to ensure the efficiency and effectiveness of the efforts that go in managingvarious assets and interests of the Company.

Human Resources

Human resources development in all its aspect like training in safety and socialvalues is under constant focus of the management. Relations between management and theemployees at all levels remained healthy and cordial throughout the year. The managementand employees are dedicated to achieve the corporate objective and the targets set beforethe Company.

Subsidiaries

Your Company has no subsidiary Companies.

LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBombay Stock Exchange 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:

M/s. Kothari Sangawat & Associates (FRN 132985 W) Chartered AccountantsStatutory Auditors of the company hold office until the conclusion of the 27thAnnual General Meeting and his appointment be and is hereby ratified for remaining ThreeYears at the remuneration 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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO: Asrequired 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

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.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is enclosedas annexure A herewith.

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 (Insider Trading) Regulation 1992. This code isapplicable to all Directors and designated employees. The code ensures prevention ofdealing in shares by persons having access to the unpublished price sensitive information.The Code has been posted on the Company’s website www.eurekaindustries.in

POLICIES ADOPTED UNDER LODR REGULATIONS 2015

The Company has adopted following new Policies as per SEBI (LODR) Regulations 2015during the year and also posted on the Company’s website www.eurekaindustries.in.

1. Policy on Archival of Documents

2. Policy on determination of Materiality of Events/Information

3. Policy on Preservation of Documents

4. Policy on Familiarization Program for Independent Directors

5. Policy on Payments of Remuneration to Directors and KMPs

NUMBER OF BOARD MEETINGS HELD:

During the financial year 2015-16 under review the Board of Directors met Four times onMay 29 2015 August 12 2015 November 09 2015 and February 12 2016.

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 Eureka Industries Limited
Place : Ahmedabad Ketan Gandhi Narayan Prajapati
Date : May 30 2016 Managing Director Director
DIN: 02553466 DIN: 02533184