To The Members
Your Directors have pleasure in presenting Annual Report on the business and operationsof the Company and the accounts for the financial year ended on 31st March 2017.
1. Financial Results:-
|Particulars ||31.03.2017 ||31.03.2016 |
|Turnover ||239696314 ||197199785 |
|Total Revenue ||250784884 ||201311770 |
|Less: Total Expenditure ||250692219 ||207370073 |
|Profit/loss before exceptional items Extraordinary item and tax ||92664 ||(6058303) |
|Exceptional items ||0 ||0 |
|Profit /(loss) before tax ||92664 ||(60583033) |
|Less : Provision for tax/deferred tax ||464925 ||(735891) |
|Net Profit after tax ||(372260) ||(5322412) |
|Balance brought forward from previous year ||18108948 ||23431361 |
|Balance available for appropriation ||17736688 ||18108949 |
2. Share Capital
The Authorized Share Capital of the Company is divided into 150 lakhs Equity Shares ofRs.10 /-each aggregating to Rs. 15 crores. The Issued Subscribed and Paid up Capital isRs. 90019500 (Nine Crore Nineteen thousand five hundred only) divided into 9001950Equity shares of Rs. 10/- each as on 31st March2017.
Reserve & Surplus were Rs.17736688/-at the end of the financial year. During theyear the company has not transferred any amount to General Reserve.
On account of net loss to the Company the Board has not recommended any dividend forthe year under review.
During the year under review the Sales turnover of the company increased fromRs.197199785 in the previous year to Rs. 239696314. The net loss of the Company forthe year is Rs.372260 as against a net loss of Rs.5322412 in previous year.
6. Event during the year .
During the year company has entered into transaction to sell property situated at MasatLease hold land admeasuring 1200 Sq. mtrs with constructed Building Ground floor ApproxBuild up area 682sq.mtr. In survey no 441/1 Plot No. 28(A) Ground Floor GovernmentIndustrial Estate Masat Silvassa. The same is within limits of Section 180 and 188 ofthe Company Act. 2013.
7. Board of Directors and Composition:-
The Board of Directors comprise of eminent experienced and reputed Individuals of theIndustry. During the year the non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
Pursuant to the provisions of Section 203 of the Act following are the changes in theBoard of Directors and key managerial personnel of the Company.
|Name of the Director/ Key Managerial Personnel ||DIN/PAN ||Designation ||Date of Appointment/Resignation |
|Mr. Jay Rasiklal Thakkar ||AABPT7260N ||CFO(KMP) ||8th August2016 (Appointment ) |
|Mr. Varun Rasiklal Thakkar ||ACSPT9144Q ||CFO(KMP) ||5th August2016 (Resignation) |
|Mr. Rasiklal Thakkar ||00575776 ||MD/ Chairman ||1st October2016 (Resignation) |
|Mr. Varun Thakkar ||00894145 ||MD/ Chairman ||2nd October2016(Appointment) |
The current compositions of the Board of Directors of the Company are as follows:
|Name of the Director ||DIN ||Designation |
|Mrs. Dakshaben Rasiklal Thakkar ||00576846 ||Non-Executive Director |
|Mrs. Prabhavati Venugopal Shetty ||01883922 ||Independent Director |
|Mr. Vipulkumar Narottamprajapati ||02122209 ||Independent Director |
|Mr. Varun Rasiklal Thakkar ||00894145 ||Managing Director/Chairman |
Details of the Key Managerial Personnel of the Company at the end of the FinancialYear.
|Name ||Designation |
|JAY RASIKLAL THAKKAR ||CFO |
|SUJATA DEEPAK NADGOUDA ||CS |
Mr. Rasiklal Thakkar resigned w.e.f. 01.10.2016. The Board records its appreciationfor the same.
Mrs. Dakshaben Rasiklal Thakkar Director of the Company who retires by rotation at theensuing Annual General Meeting and being eligible has offered herself for re- appointment.
The disclosures pertaining to the equity shares held and the remuneration received bythe Directors and Key Managerial Personnel during the Financial Year are disclosed inMGT-9 which forms a part of this Report.
The Board met 7(seven) times during the financial year on 14/4/16 25/5/16 5/8/1626/8/16 7/11/16 3/2/17 and 30/3/17. Details of attendance and other details of BoardMeeting are specified in Corporate Governance Report.
8. Composition of Mandatory Committee:
Pursuant to the provisions stipulated in 18 19 and 20 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Also as stipulated under Clause 49 of theerstwhile Listing Agreement) the Company shall mandatorily form the below mentionedCommittees which shall be duly constituted. The Committee Meeting details are detailed inCorporate Governance Respects.
|Name of Committee ||Current Constitution of the Committee |
|Audit Committee ||Mrs. Prabhavati Shetty |
| ||Mrs. Dakshaben Thakkar |
| ||Mr.Vipulkumar Prajapati |
|Nomination and Remuneration Committee ||Mrs. Prabhavati Shetty |
| ||Mrs. Dakshaben Thakkar |
| ||Mr.Vipulkumar Prajapati |
|Stakeholders Relationship Committee ||Mr. Rasiklal Thakkar (upto 01.10.2016) |
| ||Mr. Varun Thakkar (w.e.f. 02.10.2016) |
| ||Mrs. Dakshaben Thakkar |
| ||Mr.Vipulkumar Prajapati |
|Independent Directors ||Mrs. Prabhavati Shetty |
| ||Mr.Vipulkumar Prajapati |
The Company Secretary of the Company in the Secretary to each of these committees.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independent as prescribed under both Section 149(7) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
9. Public Deposits:-
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
10. Listing of Company's Shares:-
Your Company's Equity Shares continue to be listed on the Bombay Stock ExchangeMumbai. The annual listing fee for the year 2016-17 has been paid to The Bombay StockExchange Mumbai.
11. Director's Responsibility Statement:-
In terms of Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany hereby state & confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that no material departures have been made from the same;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12. Board Evaluation:-
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Director pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the nomination and remuneration committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Directors and non-executiveDirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual Directors was also discussed. Performance evaluation of independent Directorswas done by the entire Board excluding the independent Director being evaluated.
M/s J.C Kabra & Associates Chartered Accountants the statutory auditors of theCompany hold office till the conclusion of the 30th Annual General Meeting of theCompany. Pursuant to provisions of Section 139 of the Companies Act 2013 read with rulesframed thereunder existing auditor of the Company is not eligible to continue as Auditorof the Company and therefore board has recommended the appointment of LLB &Co (FirmRegistration No 117758W) Chartered Accountants as the Statutory Auditors of the Companyto hold office from the conclusion of this Annual General Meeting till the conclusion ofthe 35th Annual General Meeting to be held in the year 2022 subject to ratification bythe shareholders in every Annual General Meeting of the Company
It is accordingly proposed to appoint LLB & Co (Firm Registration No 117758W)Chartered Accountants as Statutory Auditors of the Company in this Annual General Meeting
14. Accounting Standards and Accounting Policies:
The financial statements of the Company has prepared in accordance with the accountingstandards issued by the Institute of Chartered Accountants of India which forms part ofthe Annual Report.
15. Auditor's Report:-
The Notes on Accounts referred to in the Auditors' report are self-explanatory and donot require any further comments.
16. Secretarial Auditors:-
Pursuant to Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed CS RiddhiPatel Practicing Company Secretary to undertake the Secretarial Audit for the year underreview. The Secretarial Audit Report is annexed to this report as Annexure - 1
17. Reply to Comments on the Report of the Secretarial Auditors:
The Company is in process to comply the compliances under the provision of Labour Actand Employee State Insurance Act1948.
18. Corporate Governance:-
A separate Section on Corporate Governance pursuant to Regulation 34 and Schedule V ofthe SEBI (Listing and Disclosure Requirements) Regulations 2015 is included in the AnnualReport as Annexure-2 and forms a part of this report
19. Internal Financial Control Systems and their adequacy
The management continuously reviews the internal control systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. The Internal Auditor of the Companyconducts the audit on regular basis and the Audit Committee actively reviews internalaudit reports and effectiveness of internal control systems.
Internal Control Systems are implemented to safeguard the Company's assets from loss ordamage to keep constant check on the cost structure to prevent revenue leakages toprovide adequate financial and accounting controls and implement accounting standards
20. Management Discussion and Analysis Report:-
In accordance with the Listing Regulations the Management Discussion and AnalysisReport form part of this report as Annexure -3 and forms the part of this report.
21. Related Party Disclosures:-
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. The details of thetransactions are elaborated in Form AOC-2 which is an annexed to this report Annexure-4
22. Conservation of energy technology absorption and foreign exchange earnings:-
Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of Companies (Accounts) Rules 2014 forming part of Directors' Report for the yearending March 31 2017
-1. Conservation of energy:
Your Company consumes minimum energy and strives to reduce energy consumption in thebuildings developed by the Company. Your Company is conscious about its responsibility toconserve energy power and other energy sources wherever possible. We emphasis towards asafe and clean environment and continue to adhere to all regulatory requirements andguidelines.
-2. Technological absorption:
Your Company has advanced machines like sulzer and hence no updations were undertakenduring the year under review.
-3. Foreign Exchange Earnings and Outgo:
As your Company has no offices abroad nor does it have any business activities outsideIndia there were no foreign exchange earnings or outflow during the year under review.
23. Code of Conduct:-
The Board of Directors had approved a Code of Conduct which is applicable to theMembers of the Board and all Senior Employees in the course of day to day businessoperations of the Company.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Members of the Board and the Senior Managerial Personnel in their businessdealings at workplace in dealing with various stakeholders etc.
All the Board Members and Senior Managerial Personnel periodically affirm and confirmcompliance to the Code of Conduct.
Further the Certificate of Compliance with the Code of Conduct is appended to theCorporate Governance Report.
24. Risk Management Policy:
During the year the Management of the Company had evaluated the existing RiskManagement Policy of the Company. The Risk Management policy has been reviewed and foundadequate and sufficient to the requirement of the Company. The Management has evaluatedvarious risks and that there is no element of risk identified that may threaten theexistence of the Company
25. Vigil Mechanism for Directors and Employees:-
Vigil mechanism is established for Directors and Employees to report their grievanceand concerns. The details of the same are mentioned in the Corporate Governance Report.
26. Particulars of Loans Guarantees or Investments u/s 186 :-
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The Investments made by the Company is given in the Financial Statements attached tothis Report.
27. Prevention of Insider Trading:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading window is closed. The Board is responsible forimplementation of the Code.
All the Directors and Designated employees have confirmed compliance with the Code ofConduct.
28. Disclosure under the sexual harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:-
The Company has believed in providing a safe and harassment free environment atworkplace for each and every employee of the Company. The Company always endeavors tocreate and provide an environment that is free from discrimination and harassmentincluding sexual harassment. Proper care is being taken by the Company in order to providea safe and harassment free workplace. No Complaints have been received during thefinancial year under review.
29. Extract of Annual return:-
An extract of Annual Return for the financial year ended March 31 2017 is annexed asAnnexure-5 (in form MGT-9) to this report.
30. Corporate Governance Report from Statutory Auditors:-
Certificate from the Statutory Auditor M/s. J. C. Kabra & Associates confirmingcompliance with the conditions of Corporate Governance as stipulated under Schedule V ofthe SEBI (Listing and Disclosure Requirements) Regulations 2015 is annexed to thisReport forming part of the Annual Report as Annexure-6.
31. Particulars of Employees:-
No Employee of the Company draws a salary exceeding Rupees One crore and two lakh perannum or Rupees Eight Lakhs and Fifty thousand per month during the financial year.
32. Employee Relations
Relations with the employees remained cordial. The Directors wish to place on recordtheir appreciation for their cooperation received from the employees at all levels.
The Board expresses its gratitude and appreciates the assistance and co-operationreceived from the Creditors Banks Government Authorities Customers and Shareholdersduring the year under review.
| ||For and on behalf of the Board of Directors |
| ||VARUN RASIKLAL THAKKAR |
| ||Managing Director |
| ||DIN:00894145 |
|Place: Mumbai || |
|Date: 9 August 2017 || |