Grovy India Ltd.
|BSE: 539522||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE343C01012|
|BSE LIVE 13:49 | 11 May||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 539522||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE343C01012|
|BSE LIVE 13:49 | 11 May||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors are pleased to present the Annual Report on the business and operationof the Company along with Audited Accounts for the financial year ended 31st March 2016
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
Your Company is engaged in to the Business of development of property and trading ofshares and commodities. During the year under review your Company has shown commendableperformance and managed to generate commendable revenue of 751.16 Lakhs Rupees. The totalrevenue of the Company has increased from INR. 392.86 Lakhs in previous financial year toINR. 751.16 Lakhs in the financial year under review. The revenue of the Company hasincreased by 1.91 times. However the net profit after tax has been decreased by INR 8.58lakh.
Your Company is engaged in to the Businesses listed as under:
a) Construction Business :
Your company Grovy India Limited is engaged into construction activity and completedmany projects and sustains credibility among its customers by providing possession on timeto all of them. In Financial Year 2015-16 Company earned an impressive amount of revenuefrom Construction business of Rs. 60250000.00 Company truly believes and supportsgovernment policies (Both Central & State Government) and their vision to make thisbusiness credible transparent towards buyer.
Company has completed many projects some images of the same are as follows:
b) Shares Trading
Your Company is also engaged in trading of Shares commodities and other financialinstruments. This segment is also very important in the view present situation of theIndian Capital Market. Your Company has opened an account with the Ganesh StockinvestPrivate Limited & Ganesh Commodities Private Limited for the purpose of trading ofshares commodities and other financial instruments like mutual funds etc.
During the year under review the Company has earned Rs. 14805095 from the sharestrading business and Profit before tax is Rs. 11609508. Management believes that Companyhas potential to compete with its peer competitor in the same business and may be emergedas big name in the coming years.
The issued subscribed and paid up capital of the Company is Rs. 140 Lakh (Rupees OneCrore Forty Lakh) divided into 14 Lakh equity shares having face value of INR. 10 each.There has been no change in the share capital of the Company during the period underreview.
The Board of Directors of your Company is of the opinion that keeping in view thefuture fund requirements of the Company and to compete with the peer business players YourDirectors have not recommended any dividend on equity shares for the year under review.The Board assures you to present a much strong financial statements in coming years.
TRANSFER TO RESERVES
The profits transferred and other additions to reserves are as follows:
CHANGE IN THE NAME OF THE COMPANY
During the year under review the name of the Company has been changed from GROVYEXPORTS AND MARKETING LIMITED to GROVY INDIA LIMITED after complying with all theprovisions under Companies Act 2013 and by passing the Special Resolution in theExtraordinary General Meeting of the Company held on 28th April 2015. Further pursuant toname change there has been also alteration in the Memorandum of Association of theCompany.
The Members of the Company had at its Annual General Meeting held on 30th September2015 approved the appointment of M/s Wadhwa & Co. Chartered Accountants havingregistration No. 021821N as the Statutory Auditor of the Company to hold the office fromconclusions of Annual General Meeting till the conclusion of this Annual General Meeting(AGM).
The audit committee in its meeting held on 31St August 2016 after discussion haverecommended appointment of M/s Wadhwa & Co. Chartered Accountants as the StatutoryAuditors of the Company from the conclusion of this Annual General Meeting till theconclusion of next Annual General Pursuant to the second proviso to Section 139(2) of theCompanies Act 2013 read with applicable rules and recommendation of the Audit Committeethe board proposes name of M/s Wadhwa & Co. Chartered Accountants for appointment asthe Statutory Auditors of the Company for the year 2016-17 and resolution for the same isinserted into the Notice of Annual General Meeting. The Company also obtained a writtenconsent from the Auditors for the purpose of their proposed appointment as statutoryauditor of the company and also a certificate from them has been taken as required andthey have affirmed in it that they are not disqualified from being appointed as auditor ofthe company under Companies Act 2013 Charted Accountant Act 1949 and their appointmentif made shall be within limits laid down under Companies Act.
The Auditors report on the financial statement for the financial year 2015-16 isself explanatory and does not warrant any explanation or comment from the Directors.
The Board of Directors has appointed Mrs. Harpreet Parashar Company Secretary inPractice to conduct Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2015-16.
SECRETARIAL AUDITORS REPORT
The Secretarial Audit Report is annexed herewith and marked as Annexure I to thisReport. The Secretarial Auditors has one observation:
1. As required under Section 203 of companies Act 2013 read with rule 3 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Everycompany falling under said section is required to file E-Form DIR-12 MGT-14 and MR-1against the appointment of Key Managerial Personnel during the year under review companyhas appointed Ms. Neha Prabhakar as its Company Secretary but fails to file MR-1 asrequired under law.
The Management of Company will take necessary steps to file the required e-form as soonas possible
The Company has appointed Mr. Murari Kumar Jha (B.Com Hon) having vide experience infinance Industry as the Internal Auditor of the Company to conduct the audit on theBusiness Operations and Internal Control of the Company in terms of Section 138 ofCompanies Act 2013.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report
CHANGE IN NATURE OF BUSINESS
During the period under review the Company has not changes its nature of business.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Year under review Your Company GROVY INDIA LIMITED appointed three (3)Independent Directors all of them are expertise in their respective fields and Companybelieves that their appointment will help the board to take more independent accountableand transparent decision which will be largely in the interest of business and otherpersons connected with it.
During the Year 2015-16 Company has appointed following mentioned person asIndependent Director of the company:
1. Gagan (DIN: 07198705)
2. Rajendar Prasad Rustagi (DIN: 07198708)
3. Parveen Kumar (DIN: 07198706)
Further Mr. Nishit Kumar Jalan who is liable to retire by rotation and eligible tooffer himself for reappointment has consented to be reappointed as the Director. Aresolution for appointment of Mr. Nishit Jalan has been placed in the Notice of AnnualGeneral Meeting. Mr. Raj Kumar Jalan Director of the company has been resigned from hispost of Directorship.
Mrs. Tapasya Mittal Jain has resigned from the post of company secretary on 25/04/2015and Ms. Neha Prabhakar has appointed as Company Secretary on 01.06.2015 during the yearunder review.
During year under review your company appointed Mr. Nishit Jalan as CEO of the companyon 18.06.2015 and Mr. Ankur Jalan as Chief financial Officer of the company on 18.06.2015during the year under review.
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.
The Company has a Risk Management policy that defines the strategies and methodology todecide on the risk taking ability of the organization.
The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended 31st March 2016 and state that:
a. In the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
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 this 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;
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; and
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16:
No Director has drawn any remuneration from the Company during the financial year2015-16 therefore ratio of remuneration of each director the median remuneration of theemployees of the Company is not ascertainable. ii) The percentage increase in remunerationof each Director Chief Financial Officer Chief Executive Officer Company Secretary orManager if any in the financial year 2015-16:
No Director has drawn any remuneration from the Company during the financial year2015-16. However Mr. Nishit Jalan and Mr. Ankur Jalan has been appointed as ChiefExecutive Officer and Chief Financial officer in the current financial year. Thereforeincrease in remuneration of each Director Chief Executive Officer and Chief FinancialOfficer is not ascertainable. Further there has been no increase in remuneration of theCompany Secretary.
iii) The percentage increase in the median remuneration of employees in the financialyear 2015-16: 0.00%
iv) The number of permanent employees on the rolls of company: 4
v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
(Mr. Nishit Jalan Chief Executive Officer and Mr. Ankur Jalan Chief Financial Officerof the Company appointed with effect from 18.06.2015) Further Tapasya Mittal Jain hasresigned from the post of Company Secretary on 25.04.2015 and Board of Director appointedMs. Neha Parbhakar as Company Secretary on 01.06.2015.
vi) The key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.
vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
Directors of the Company are pleased to inform you that shares of the company has beenlisted on BSE Limited w.e.f. 30th December 2015 with Scrip Code 539522 in the list of XTGroup Securities through direct listing.
For further information all the stakeholders are advised to refer notice 20151228-7dated 28th December 2015 on website of BSE limited for the convenience of stakeholdersplease refer the following mentioned URL link;http://www.bseindia.com/markets/MarketInfo/NoticesNCirculars.aspx?txtscripcd=539522
DEMATERIALISATION OF EQUITY SHARES
The Company has entered in to agreement with National Securities Depository Limited andCentral Depository Services (India) Limited for the purpose of dematerialization of theEquity Shares of the Company. The International Security Identification Number of theCompany is INE343C01012. The Percentage of Total shares of the Company in dematerialisedform is 88.59% of total number of equity shares.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has entered into some contracts with related parties amounting to Rs.55750000 and the same is open for inspection for the members of company during businesshours.
Further all the related party transactions are presented before the audit committee forits approval as prescribed under Company Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at thelink: www.grovyindia.com
The details of the transactions with related party are provided in the accompanyingfinancial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as annexure III to this Board Report.
CORPORATE GOVERNANCE REPORT
Your Company and all the directors are highly dedicated and believes in principle ofGood Corporate Governance practices which are in line and with legal requirements ofRegulation 16 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION2015 and Companies Act 2013. The Company has adopted the practices which are transparentand in the best interest of the stakeholders companies and all regulatory authorityassociated with the company.
Further as per regulation 15(2) of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT)REGULATION 2015 exempted certain Companies from mandatory Compliance of provision ofRegulation 17 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION2015. In terms of said regulation every Company which has either paid up capital less thanRs. 10 Crore or Net worth less than Rs. 25 Crore are exempted from complying with theprovisions of Corporate Governance regulations of listing agreement entered with the stockexchange.
The Paid up capital of you Company is Rs. 14000000 and Net worth is Rs. 30223990.38for Year ended on 31.03.2016 therefore your Company is exempted from the complying withthe provision of Corporate Governance as mentioned under SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 however your director assure you that yourcompany will continue to follow the good corporate governance practices.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2016 8 (Eight) meetings of the Board ofDirectors were held as against the statutory minimum requirement of 4 times. None of thetwo Board Meetings have a gap of more than 120 days between them. The dates of meetingsare mentioned below:
C) COMPOSITION OF AUDIT COMMITTEE
The Company has constituted audit committee as per the provisions of section 177 of theCompanies Act 2013 and rules framed thereunder
The Audit Committee as on date comprises of three members details of the same isprescribed below:
* Company formed audit committee on 29th May 2015. Mr. Rajendra Prasad Rustogi electedas chairperson of the committee with the unanimous consent of all the members ofcommittee. * Ms. Neha Parbhakar Company Secretary of the company is acting as secretaryto the audit committee as required under SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015. * Meetings of the audit committee are held on 29.05.201613.08.2015 29.10.2015 08.02.2016. Company complied with the requirement of law andconducted four (4) meetings of committee and time gap between two successive meetings isnot more than 120 days.
D) COMPOSITION OF NOMINATION AND REMUNERATIION COMMITTEE.
Your company has constituted nomination and remuneration committee as required undersection 178 of Companies Act 2013 and rules and regulations made thereunder.
The Remuneration & Nomination Committee as on date comprises of three members allthe members are non-executive directors of the company details of the same is mentionedbelow:
* Company formed audit committee on 29th May 2015. Mr. Gagan was elected as chairpersonof the committee with the unanimous consent of all the members of committee. * Dates ofthe meeting of nomination and remuneration committee are 29.05.2015 18.06.2015.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
Your company has constituted stakeholder relationship committee as required underRegulation 20 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 readwith section 178(5) of Companies Act 2013 and rules and regulations made thereunder.
The Stakeholder relationship committee as on date comprises of three members detailsof the same is mentioned hereinafter:
Your Company formed committee in F.Y. 2015-2016 on May 29 2015. Meeting of theStakeholders Relationship Committee was held on 29.05.2015.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 30th May 2014 has adopted a vigil mechanism/whistle blower policy of theCompany. The policy provides a framework for directors and employees to report genuineconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. Protected disclosures can be made by a whistle blowerthrough an email or to the Chairman of the Audit Committee.
The vigil mechanism/whistle blower policy can be accessed on the Company's website atthe link: www.grovyindia.com.
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.
During the financial year 2015-16 the Company has received zero complaints on sexualharassment.
H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDEDDURING FINANCIAL YEAR 2015-2016
Company has not provided any loan during the financial Year under review.
Company has not provided any Guarantee during the financial Year under review
Company has not provided any security during the financial Year under review.
However Company has made some investments during the Year details of the same are asfollows:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
SUBSIDIARY & ASSOCIATE COMPANY
Your Company does not have any subsidiary Company or associate Company within themeaning of the Companies Act 2013.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2016 are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
(i) The steps taken or impact on conservation of energy;
Your Company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.
(ii) The steps taken by the company for utilizing alternate sources of energy;
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments LED fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.
(iii) The capital investment on energy conservation equipments;
Your company has nil capital investment on energy conservation equipments.
(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 last three years reckonedfrom the beginning of the financial year) - No technology has been imported by the Companyduring the last three years.
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) The expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange earnings and Outgo are given as below:-
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their co-operation andcontinued support.
b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavor towards attainment ofbetter working results during the current year.