HEERA ISPAT LIMITED.
Your Directors have pleasure in presenting herewith the 23rd Audited Annual report ofyour Company for the financial year ended on 31ST MARCH 2015.
FINANCIAL HIGHLIGHTS :
During the year under review the financial performance of the Company is as under :
(Amount in Rupees)
|Particulars ||For the Year Ended on 31/03/2015 ||For the Year Ended on 30/06/2014 |
|Gross Income ||4301203 ||461623 |
|Total Expenses ||1326895 ||694458 |
|Profit /(Loss) Before Depreciation & Tax ||2974328 ||(232835) |
|Profit Before Tax ||2974328 ||(232835) |
|Provision for Tax ||920000 ||8034 |
|Excess Income Tax Provision P.Y ||NIL ||NIL |
|Provision for FBT ||NIL ||NIL |
|Net Profit / (Loss) for the Year ||2054328 ||(240869) |
|Deferred Tax Assets (Previous year liabilities) ||NIL ||NIL |
|Previous year Balance B/f ||(20581439) ||(20340570) |
|Balance c/f to next year ||(18527111) ||(20581439) |
SHARE CAPITAL STRUCTURE :
There was no change in total value of Authorized Issued Subscribed and Paid up ShareCapital Structure of the Company.
During the year under review the directors have not recommended any Dividend to be paidin order to strengthen the long term resources of the Company.
UNPAID/UNCLAIMED DIVIDEND :
The Company does not have any outstanding unpaid/unclaimed dividend which is requiredto be transferred to the Investors Education and Protection funds as per the provision ofSection 205C of the Companies Act 1956. The Company does not have any outstandingliability on account of Interest and Principal on Deposits Debentures or ShareApplication Money.
YEAR UNDER REVIEW :
During the year Company has not earned any Business income. However it has earned otherincome of Rs. 4301203. After deduction of all Administrative and other Expenditure of Rs.13.26.895 /-(Previous year Rs 694458/-) the company has earned a gross operational profitof Rs. 2974328 /- (Previous year gross loss of Rs. 232835/-) After making necessaryadjustments for Deffered Tax Your Company had earned a Net Profit for the year of Rs.2054328/- which is carried to balance sheet. The total Accumulated loss at the end ofthe year stand at Rs. 18527111/- (Previous year loss of Rs.20581439/-).
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013 :
During the year under review the Company has given inter corporate loans to HeavyMetals & Tubes limited of Rs. 34 74 043 however Company has not given anyinvestments and corporate guarantee.
During the year under review your company has neither invited nor accepted any publicdeposit as defined under Section 73 to 76 of the Companies Act 2013. But the Company hasalready taken deposits from Public.
CORPORATE GOVERNANCE :
The Board of Directors supports to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. Inaddition to the basic governance issues the Board lays strong emphasis on transparencyaccountability and integrity. The Report on corporate governance as stipulated underClause 49 of the Listing Agreement forms part of the Annual Report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance as stipulated under the aforesaid Clause 49 is attached to theReport on corporate governance.
DEMATERIALISATION OF SECURITIES :
Your Company's equity shares are already admitted in the System of Dematerialization byboth the Depositories namely NSDL and CDSL. The Company has already signed tripartiteAgreement through Registrar and Share Transfer Agent M/s Skyline Financial ServicesPrivate Limited. The Investors are advised to take advantage of timely dematerializationof their securities. The ISIN allotted to your Company is INE025D01013. Total Sharedematerialized up to 31st March 2015 were 4252100 which constitute 72.28% oftotal capital. Your Directors request all the shareholders to dematerialize theirshareholding in the company as early as possible.
COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :
The company is regular in making timely compliance of all the applicable clauses of theListing Agreement from time to time whether it is event based compliance or time boundcompliance of monthly quarterly half yearly or yearly compliances. Your Company hasalready paid Annual Listing fees of the Bombay stock exchange Limited for and up to thefinancial year 2015-16. The same is pending for Ahmedabad Stock Exchange. The Trading inequity shares of the Company is active on the Bombay Stock Exchange Limited and the sameis not suspended for penal reasons by BSE during the year. The Trading platform of theAhmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI hence no tradingis recorded. The highest lowest average prices recorded on the Bombay Stock Exchange onevery month of the financial year 2014-15 including the volume in shares traded isseparately given in other information para of Corporate Governance report attached hereto. During the year your company has neither issued any shares or stock options or ESOPsor other employee benefits.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE :
The Complete Report on Corporate Governance is given separately after this report.
Management's Discussion And Analysis :
Management's discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained in a separate para inCorporate Governance
During the year under review Mr. Suhag Vijaykumar Shah & Mr. Prakash Nemchand Shahshall retire by rotation at the ensuing Annual General Meeting as per the provisions ofLaw. They are eligible for reappointment as director and have offered themselves fordirectorship of the company. This year there were no changes in the constitution of Boardof Director of the company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges. Members are requested to refer to the Noticeof the Annual General Meeting and the Explanatory Statement for details of thequalifications and experience of the Directors and the period of their appointment. TheBoard recommends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual GeneralMeeting Notice.
MANAGING DIRECTOR :
Mr. Dineshkumar S. Rao is the Managing Director of the Company and taking managerialRemuneration of Rs. 200000/- per annum.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
As required under section 217(1)(e) of the Companies Act 1956 read with Rule 2 of theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988particulars relating to conservation of Energy R & D Technology absorption andforeign Exchange earnings / outgo are separately provided in the annexure to this report.
Formation of Audit Committee in Compliance to Section 292 A of the Companies Act 1956AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE :
In Compliance with the provisions of Section 292A of the Companies Act 1956 yourcompany has formed an Audit Committee within the Organization consisting of 3 independentdirectors. An Internal Auditors have been appointed as Advisors in their professionalcapacity on this committee. The area of operations and functional responsibilitiesassigned to the committee are as per the guidelines provided in Clause 49 of the ListingAgreement for implementation of code of corporate governance. The Committee meets at leastonce in a quarter and gives its report of each meeting to the Board for its approvalrecord and information purposes. The detail of powers responsibilities and system offunctioning of this committee is given in report on Corporate Governance forming part ofthis report.
STATUTORY INFORMATION :
The Information required to be disclosed in the report of the Board of Directors as perthe provisions of Section 217 (1)(e) of the Companies
Act-1956 and the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 regarding the conservation of energy technology absorption foreignexchange earnings and outgo etc. are not being given as the Company was totally nonoperational during the year. In fact there were no commercial business activitiesmanufacturing activities no sale or purchase of material etc. during the year. Hence arenot given herewith.
Material Changes :
Except the information given in this report no material changes have taken place aftercompletion of the financial year up to the date of this report which may have substantialeffect on business and finances of the company.
Thereare no employees of the company who were in receipt of the remuneration ofRs.6000000/- annually in the Aggregate if employed for the year and in receipt of theMonthly remuneration of Rs. 500000/- in the aggregate if employed for a part of the yearunder review. Hence the information required under Section 217 (2A) of the Companies Act1956 being not applicable and hence not given in this report.
PARTICULARS OF THE EMPLOYEES :
Particulars of the employees as required under provisions of section 217 (2A) of theCompanies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 asamended from time to time are not attached with this report since there was no employeewho was in receipt of remuneration in excess of limits prescribed under the provisions ofSection 217(2A) of the Companies Act 1956read with the Companies (Particular ofEmployees) Rules 1975.
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES :
The company has no any settlement/liquidation of Financial Liabilities. It is not asick company as per audited balance sheet for the current year.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULE 2014 :
i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:
Total Remuneration expenses : Rs. 375500/-
Managerial Remuneration Expenses : Rs. 200000/- Other employees Remuneration : Rs.157500/-
ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
No remuneration is increased during the year for any of the Key Managerial PersonnelCFO CEO CS or Manager.
iii) The percentage increase in the median remuneration of employees in the financialyear
During the year there was fresh recruitment of the employees of the company so there isno increase in the salary of the employees
iv) The number of permanent employees on the rolls of company 2;
v) The explanation on the relationship between average increase in remuneration andcompany performance;
There is increase of 0% in the average Remuneration of the employees whereas Companyis still a loss making one. So there is no any direct relationship between the averageincrease in remuneration and company's performance.
vi) Comparison of the remuneration of the Key managerial personnel against theperformance of the company ;
The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence hisremuneration is not comparable inter company intra company or inter industry as a whole.
vii) Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year;
|Closing Market Price of shares of Company as on 31/03/2014 ||: Rs. 4.6/- |
|Closing Market Price of shares of Company as on 31/03/2015 ||: Rs. 4.28/- |
|Earning Per share for the financial year ended on 31/03/2014 ||: Rs. -0.04/- |
|Earning per share for the financial year ended on 31/03/2015 ||: Rs. 0.35/- |
As the Company EPS is very minimal the PE Ratio is Minimum.
viii) Average percentile increase 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 ;
NOT APPLICABLE as there was no increase in Remuneration of any employees of the companyor the Managerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel against theperformance of the company.: Not Comparable.
x) The key parameters for any variable component of remuneration availed by thedirectors : NOT APPLICABLE.
xi) The ratio of the remuneration of the highest paid director to the of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; and No employee is receiving remuneration in excess or higher than theremuneration of Director or Key Managerial Personnel.
xii) Affirmation that the remuneration is as per the remuneration policy of thecompany.All remuneration of the Employees and directors are decided by Nomination &Remuneration Committee and by the Board of Directors within the organization.
DIRECTORS' RESPONSIBLITY STATEMENT :
Pursuant to the provisions of Section 134(5) of Companies Act 2013 (Section 217(2AA)of the Companies Act 1956) your Directors declare that:
i) In preparation of the annual accounts as far as possible and except to the extentif any accounting standards mentioned by the auditors in their report as not compliedwith all other applicable accounting standards had been followed along with properexplanation relating to material departures;
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible 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 andafter the profit or loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The Directors had prepared the annual accounts on a going concern basis.
v) The Directors in the case of listed company had laid down internal financialcontrol to be followed by the company and that such internal financial controls areadequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION AS TO INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) of the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that :
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year
(7) Who neither himself nor any of his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which he is proposed to beappointed.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178.
In compliance with Section 178 (1) as also in compliance with Clause 49 of the ListingAgreement the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of clause 49 of the Listing Agreement.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the Clause 49 of theListing Agreement and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.
d. The Company is not paying any commission on net profits to any directors.
STATUTORY AUDITORS :
DJNV & CO. Chartered Accountants Present Statutory Auditors of the company hasgiven their letter of consent and confirmation under section 141(1) the Companies Act 1956for appointed as Statutory Auditors of the Company. The Board has now proposed to appointthe Statutory Auditors for a period next 5 Financial year as per requirements of section139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.Necessary Resolution for their appointment as the Statutory Auditors and fixing theirremuneration is proposed to be passed at the Annual General Meeting.
INTERNAL AUDITORS :
The company is in process of appointing an independent Chartered Accountant to act asan Internal Auditor as per suggestion of auditors in order to strengthen the internalcontrol system for the Company. However as in the company during the previous financialyear there were no much financial transactions or trading business activities looking tothe size of the company and its business operations and transactions the matter is beingdiscussed with the statutory auditors on making of compliance with this requirements.
SECREATARIAL AUDITOR :
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2014-15. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR :
The company has limited financial transactions and the managing director of the companylooks after to all the transactions of the company so the company has not appointed anyCFO and the due to less revenue and due to high cost (approx: 600000 P.a of both CFO andCS)has also not appointed company secretary in the company and the company is in search ofthe proper CFO and CS keeping in mind the budget of the company for the compliance of thisprovisions.
AUDITORS OBSERVATION :
THERE ARE NO ADVERSE OBSERVATIONS MADE BY THE AUDITORS IN THEIR RE-PORT. HOWEVER NOTESTO THE ACCOUNTS TO ITSELF ARE CLARIFICATORY AND SELF EXPLANATORY IN THE NATURE.
The Directors take this opportunity to acknowledge the trust reposed in your company byits Shareholders Bankers and clients. Your Directors also keenly appreciate thededication & commitment of all our employees without which the continuing progress ofthe company would not have been possible.
|DATE : 30th May 2014 ||On Behalf of the Board of Directors of Heera Ispat Limited |
|PLACE : Ahmedabad || |
| ||Sd/- |
| ||(Dinesh Rao) |
| ||Chairman and Managing Director |
| ||DIN: 06379029 |