Your Directors have the pleasure of presenting their on the business and operations ofthe Company and the accounts for the financial year ended March 31 2016.
I. Financial RESULTS:
The financial performance of the Company for the year ended 31st March 2016 issummarized below:
| || ||(Amount In Rs.) |
|Financial Particular ||Year ending on 31st March 2016 ||Year ending on 31st March 2015 |
|Total Income (Net) ||0 ||0 |
|Total Expenditure ||1115562 ||1867726 |
|Gross Profit/(Loss) ||(1115562) ||(1867726) |
|Less: || || |
|Depreciation ||0 ||0 |
|Provision For Taxation ||0 ||0 |
|Extra Ordinary Items ||0 ||0 |
|Tax Expense: || || |
|Adjustment of earlier years ||0 ||0 |
|Profit/(Loss) After Tax ||(1115562) ||(1867726) |
II. PERFORMANCE REVIEW:-
During the year under review the Company has incurred loss and not done any commercialoperations. However your directors are optimistic about the future growth and performanceof the Company.
III. TRANSFER TO RESERVES :
During the year under review the Company has not transferred any amount to reserves.
Since the Company has incurred loss in the Financial Year ended 31.03.2016.Hence nodividend is declared by the Company.
V. PUBLIC DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
VI. CHANGE IN THE NATURE OF THE BUSINESS:
During the year there is no change in the nature of the business of the Company.
VII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
VIII. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
IX. SCHEME OF CAPITAL REDUCTION
During the year under review the scheme of capital reduction of the Company wasconfirmed/approved by the Honble High Court of Gujarat vide its order no.O/1410/2016 dated 11th January2016 and pursuant to the same the Board filed the saidorder with the office of Registrar of Companies Gujarat on 25/01/2016 and the schemebecame effective w.e.f. 01/04/2015 (Appointed date).
On the scheme being effective the Board in its meeting held on Monday 29thFebruary 2016 issued and allotted 695360 Equity Share of Rs.10/- (Rupees Ten Only) eachfully paid up in pursuant to the scheme of capital reduction of the company as approved bythe Honble High Court of Gujarat to the Shareholders whose name appears on theregister of members as on the record date i.e. 16th February 2016.
The Board would like to inform you that the corporate action for effecting the capitalreduction in NSDL as well as CDSL has been executed and the shares have also been creditedin the respective beneficiaries accounts. Further the Physical share certificates tothose shareholders who were holding shares in physical form as on the record date has alsobeen dispatched to the shareholders by registered post.
X. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
XI. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Companys internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
XII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
XIII. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the financial period under review.
The details of the investments made by company are given in the notes to the financialstatements.
XIV. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
XV. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
XVI. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are not applicable.
B. FOREIGN EXCHANGE EARNING & OUTGO :
|Foreign Exchange Earning ||: NIL |
|Foreign Exchange Outgo ||: NIL |
XVII. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Appointment:
During the year Ms. Falguni Trivedi (Din: 07243113) has been appointed as Director ofthe Company w.e.f. 24th September 2015.
Mr. Viral N.Shah (DIN: 03603173) and Mr. Kunjan N.Vora (DIN: 03612667) the existingIndependent Directors of the Company were appointed for the consecutive term of 5 yearsrespectively by the shareholders in their Annual general Meeting held on Thursday 24thSeptember 2015.
ii. Re-appointment of Managing Director:
Pursuant to the recommendation of the Nomination and Remuneration Committee Mr.Suryakant H. Parikh (DIN: 00038136) was re-appointed by the Board of Directors subjectto the approval of the shareholders as the Managing Director of the Company for a furtherperiod of three years with effect from May 24 2016 to May 23 2019.
iii. Retirement by rotation and subsequent re-appointment:
Mr. Bhavin S. Parikh(DIN: 00034258) is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company and being eligible have offered himself for reappointment.Appropriate resolutions for the re-appointment are being placed for your approval at theensuing AGM.
The brief resume of the Directors and other related information has been detailed inthe Notice convening the 32th AGM of your Company.
During the year Smt. Archanaben G. Shinde (Din: 06719570) resigned from the Board ofdirectors of the Company w.e.f. 14th August 2015. The Board has noted her contribution asDirector of the Company during her tenure on the Board of the Company.
v. Declaration of Independence:
Mr. Kunjan Vora (DIN: 03612667) and Mr. Viral Shah (DIN: 03603173) are the existingIndependent Directors the Company and the Company has received declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder the provisions of the Companies Act 2013 read with the Schedules and Rules issuedthereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force).
vi. Evaluation of Boards Performance:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.
vii. Number of Board Meetings conducted during the year under review:
The Company had 5 Board meetings on 30/05/2015 14/08/2015 07/11/2015 01/02/2016 and29/ 02/2016 during the financial year under review.
XVIII. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. 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 or loss of the Company for the year under review.
iii. 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.
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
XIX. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
[A] AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.
Four meetings of the Audit Committee were held during the year viz. on May 30 2015August 14 2015 November 7 2015 and February 01 2016 respectively.
The details of composition of Audit Committee and other relevant matters as under:
|Name Of Director ||Category of Directorship ||Remarks ||Number of meeting held ||Number of meeting attended |
|Mr. Kunjan N. Vora ||Independent Non Executive ||Chairman ||4 ||4 |
|Mr. Bhavin S. Parikh ||Non-Independent Non Executive ||Member ||4 ||4 |
|Mr. Viral N. Shah ||Independent Non Executive ||Member ||4 ||4 |
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
[B] NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Committee is as under:
|Name Of Director ||Category of Directorship ||Remarks ||Number of meeting held ||Number of meeting attended |
|Mr. Kunjan N. Vora ||Independent Non Executive ||Chairman ||1 ||1 |
|Mr. Bhavin S. Parikh ||Non-Independent Non Executive ||Member ||1 ||1 |
|Mr. Viral N. Shah ||Independent Non Executive ||Member ||1 ||1 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
The said policy is furnished in "Annexure A" and is attached to this report.
During the financial year ended on 31st March 2016 the Nomination and RemunerationCommittee met one time on August 14 2015.
[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of the following members:
|Name Of Director ||Category of Directorship ||Designation |
|Mr. Kunjan N. Vora ||Independent Non Executive ||Chairman |
|Mr. Bhavin S. Parikh ||Non-Independent Non Executive ||Member |
|Mr. Viral N. Shah ||Independent Non Executive ||Member |
Details of Investors grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2016 are NIL.
There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2016.
The Compliance officer of the Company is Ms. Megha Chitre.
XX. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Companys code of conductand ethics Policy. The said mechanism also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
The said policy is also available on the website of the Company atwww.gujarattoolroom.com
A. Ratification of Statutory Auditors:
The present Auditors of the Company M/s Dharmesh Parikh & Co. CharteredAccountants Ahmedabad were appointed as Auditors for a period of 4 year(s) at the 30thAnnual General Meeting held on 26th September 2014 to hold office till theconclusion of 34th Annual General Meeting to be held in 2018. Pursuant to theprovisions of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the Company shall place the matter relating to such appointment forratification by members at every annual general meeting and therefore it is proposed toratify the appointment of M/s Dharmesh Parikh & Co. Chartered Accountants as theStatutory Auditors of the Company.
The consent of M/s Dharmesh Parikh & Co. Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.
B. Cost Auditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company
C. Secretarial Auditors:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s KhandelwalDevesh & Associates Company Secretaries had been appointed to issue Secretarial AuditReport for the period ended on 31st March 2016.
Secretarial Audit Report issued by M/s Khandelwal Devesh & Associates CompanySecretaries in Form MR-3 attached and marked as Annexure "B" for the periodunder review forms part of this report. The said report contains observation orqualification relating to the appointment of Company Secretary. The Board of Directors ofyour Company would like to explain on the said observation that your Company took allreasonable steps to do such appointments but as your Company is not doing well in itspresent line of business activity it failed to attract right candidates for such post.The Board of your Company continues its efforts to search right candidate for the post ofCompany Secretary and will appoint the Company Secretary as soon as possible.
XXII. CORPORATE GOVERNANCE:
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
XXIII. MANAGEMENT DISCUSSION AND ANALYSIS:
The Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report
XXIV. APPOINTMENT OF M/S. BIGSHARE SERVICES PVT. LTD. AS THE REGISTRAR & TRANSFERAGENT OF YOUR COMPANY:
The SEBI vide its order No.WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016 has advisedall the clients of the Sharepro Services (India) Private Limited (hereinafter referred toas "Sharepro") to carry out/switch over the activities related to Registrar andShare Transfer Agent due to certain irregularities and hence the Company has terminatedits services with Sharepro.
The Board of Directors of the company at their meeting held on 24th May 2016approved the appointment of M/S Bigshare Services Private Limited in place of ShareproServices (India) Private Limited. The Bigshare Services Private Limited will act as CommonShare Registry of the Company.
XXV. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY:
The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
XXVI. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
The Equity Shares of the Company are listed on Bombay Stock Exchange (BSE). The Companyyet to pay annual listing fee for the F.Y. 2016-17 further the Company is regular incompliances of various clauses and regulations of the Listing Agreement and/or LODR
XVIII. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.
XIX. FINANCIAL CALENDAR:
The Company expects to announce the unaudited/audited quarterly results for the year2016-17 as per the following schedule:
|First quarter ||: 2nd week of August 2016 |
|Half-yearly results ||: 2nd week of November 2016 |
|Third quarter ||: 2nd Week of February 2017 |
|Yearly Results ||: By end of May 2017 |
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board |
| ||Viral N. Shah |
|Place : Ahmedabad ||Chairman |
|Date : 11/08/2016 ||(DIN: 03603173) |