Your Directors have pleasure in presenting 61st Annual Report together withthe Audited Financial Statements for the financial year ended 31" March 2017.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2017 is summarizedbelow:
| || |
(Amount in Rs.)
| ||Current |
|Total Revenue ||2043498 ||510000 |
|Loss before Interest Depreciation Exceptional 1 Extraordinary items Tax & Amortizations ( EBITDA) ||(1194140) ||(2992192) |
|Interest (Net) ||-- ||294845 |
|Depreciation ||1037187 ||1136240 |
|Loss before Exceptional / Extraordinary items & Tax ||(2231327) ||(4423277) |
|Exceptional / Extraordinary expenses ||-- ||... |
|Loss before tax ||(2231327) ||(4423277) |
|Tax Adjustments ( Net) || || |
|Loss after tax ||(2231327) ||(4423277) |
2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:
During the year the Company has earned revenue of Rs. 20.43 lacs as against that of Rs.5.10 lacs. After absorbing all overheads cost interest and depreciation the operationhas resulted into Net Loss of Rs. 22.31 lacs as against that of Rs. 44.23 lacs. Theoperation has resulted into reduction in losses on account of steady stream of revenuesearned by the Company besides reduction in overall overheads.
The management of the Company is concentrating to develop indenting and tradingbusiness in the Chemicals industry segment. With the implementation of GST and softeningof rate of interestthe management is confident to establish and scale up new business areaduring the current financial year. The focus area is to develop export trading andindenting of chemicals in USA and European market. Your Company and its management ishaving legacy of six decades business experience and the management is committed anddesirous to establish new business areas during the current financial year with a view toenhance stakeholders' values.
4. CHANGE IN NATURE OF BUSINESS IF ANY:
During the Financial Year 2016-17 the Company has not changed its nature of business.
In view of losses your Directors express their inability to recommend declaration ofany dividend for the year ended 31st March 2017.
6. TRANSFER TO RESERVES:
In view of losses there is no requirement to transfer any surplus to general reserveaccount.
7. SHARE CAPITAL:
As on 31st March 2017 the Share Capital structure of the Company stood asfollows:
|Particulars || |
No of Shares Amount
|Authorized Share Capital || || |
|Equity Shares of Rs. 10/- each ||5000000 ||50000000 |
|Zero Coupon Redeemable Preference Shares ofRs. 100/-each ||400000 ||40000000 |
|Total ||5400000 ||90000000 |
|Issued Subscribed and Paid ud Share Capital || |
|Equity Shares of Rs. 10/- each ||3337633 ||33376330 |
|Zero Coupon Redeemable Preference Shares ofRs. 100/-each ||90000 ||9000000 |
|Total ||3427633 ||42376330 |
During the year under review the Company has not issued any Shares with or withoutdifferential rights or Debentures or any other securities by way of Public offer PrivatePlacement Preferential allotment Rights issue. Bonus Issue Sweat Equity Shares andEmployee Stock Option Scheme or in any such other manners.
8. SEGMENT WISE PERFORMANCE:
The Company deals only in single segment in accordance with the Accounting Standard 17issued by the Institute of Chartered Accountants of India.
9. SUBSIDIARIES JOINT VENTURES & ASSOCIATES:
Your Company doesn't have any Subsidiaries Joint Ventures and Associates.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report and provides overview of the business and operationsof the Company.
11. PUBLIC DEPOSITS:
The Company has not accepted any public deposits nor any amount of principal orinterest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 for the financial yearended.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes and commitments which has affected the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the Financial statements relate and the date of the report.
13. CORPORATE GOVERNANCE:
Compliances with the Corporate Governance requirements under Regulation 34 and ScheduleV stipulated under the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are not mandatory to the Company. However asgood governance the Company has voluntarily disclosed the Compliance requirements to thebest practical extent. Accordingly the Management Discussion and Analysis and theCorporate Governance Report on compliance are attached along with the Annual Report.
14. INDUSTRIAL RELATIONS:
The relationship with employees at all level remained cordial and harmonious during theyear. We appreciate for committed contribution made by employees of the Company at all thelevels to sustain during the challenging business scenario.
15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:
In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board of Directors has formulated the Nomination and Remuneration Policy on thebasis of recommendations made by the Nomination and Remuneration Committee. The salientaspects covered in the Nomination and Remuneration Policy has been outlined in theCorporate Governance Report which forms part of this Report. The Policy is also availableon the website of the Company www.Nanavatigroup.com .
16. BOARD DIVERSITY:
The Company recognizes the importance of a diverse Board in its process. We believethat a truly diverse Board will leverage differences in thought perspective knowledgeskill regional and industry experience cultural and geographical background ageethnicity race and gender which will help to provide better directions and supervision tothe affairs of the Company. The Board has adopted the Board diversity policy which setsout the approach to diversity of the Board of Directors. The Policy is also available onthe website of the Company www.Nanavatigroup.com .
17. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12] of the Companies Act 2013 and Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in"Annexure (A)" that forms part of this Report.
In view of losses and scaled down business operations of the Company Shri PriyamJhaveri Chairman & Managing Director of the Company has forgone his managerialremuneration in terms of agreement between him and the Company.
No employee of the Company was in receipt of remuneration more than the limitsspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during the financial year ended 31' March 2017.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The appointment of Shri Kavin Dineshkumar Dave as an Independent Director of theCompany for a terra of 5 years w.e.f 05" November 2015 has been approved bythe Shareholders at the 60"' Annual General Meeting held on 22nJSeptember 2016
Pursuant 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 your Company Smt. Gayatri Priyam Jhaveri (DIN: 00046145) Non-Executive andNon-Independent Director of the Company is liable to retire by rotation at the ensuing ACMand being eligible offered herself for reappointment.
Appropriate resolution for her re-appointment is being placed for your approval at theensuing AGM. The brief resume of Smt. Gayatri Priyam Jhaveri (DIN: 00046145) and otherrelated information has been detailed in the Corporate Governance Report.
Your Directors recommend her re-appointment as Non-Executive and Non IndependentDirector of your Company.
Retirements and Resignations along with facts of resignation:
During the financial year 2016-17 no Director has been resigned from the office ofDirectorship of the Company.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri PriyamShantilal Jhaveri Chairman & Managing Director and Shri Anil Ravindrakumar KapoorChief Financial Officer are the Key Managerial Personnel ofyour Company.
Annual Evaluation of Board's Performance:
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report.
Declaration of Independence:
YourCompany has received declaration f rom all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they fulfill the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as under Regulation 16(b) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. I 1
Familiarization Program for Independent Directors
At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his/ her role function duties and responsibilities.Further die Independent Directors are introduced with the corporate affairs newdevelopments and business of the Company from time to time. The Familiarization program isalso available on the website of the Compa ny www. Nanavatigroup.co m.
19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEB1 (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines aud procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by the employees and to maintain the highest ethical standards of dealing in theCompany's Shares. The Code is also available on the website of the Companywww.Nanavatigroup.com
20. COMMITTEES OF THE BOARD:
As on 311 March 2017 the Board of Directors has following committees:
a. Audit committee
b. Nomination and Remuneration committee
c. Stakeholder's relationship committee
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
21. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:
The details of the number of Board and Committee Meetings of your Company along withthe composition and attendance of the Directors and Members at such meetings are set outin the Corporate Governance Report which forms part of this Report. The time gap betweenthe two meetings was in accordance with the requirements. All the information required tobe furnished to the Board was made available along with detailed Agenda
22. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3) (c) of the Companies Act 2013 the Directors herebyconfirm that:
a. in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed and there are no materialdepartures from the same;
b. the Directors have 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 your Company as at 31st March 2017 and of the profitand loss statement of the Company for the financial year ended 31st March 2017;
c. proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f. Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
23. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure[B]" and form an integral part to this Report.
24. RELATED PARTY TRANSACTIONS:
During the financial year 2016-17 all transactions entered into with the RelatedParties as defined under Section 2(76) of the Companies Act 2013 read with the Companies(Specification of Definitions Details) Rules 2014 and Regulation 23 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 were in the ordinary course of the business and carried on an arm's length basis.
The disclosure of related party transactions as required under Section 134(3) (h) ofthe Companies Act 2013 in the Form AOC-2 is set out herewith as "Annexure [C]"and forms an integral part to this Report.
25. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:
Loans guarantees/securities and investments if any and as covered under Section 186of the Companies Act 2 013 forms part of the notes to the financial statements.
26. RISK MANAGEMENT:
At present the company has not identified any element of risk which may threaten theexistence of the company.
All the properties and insurable interest of the Company are adequately insured.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides for aframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. The Code is also available on the website of theCompanvwww.Nanavatigroup.com
28. CORPORATE SOCIAL RESPONSIBILITY:
At present your Company does not falls under the purview of the criteria specifiedunder Section 135(1) of the Companies Act 2013 therefore constitution of CSR Committeeand spending on CSR activities are not applicable to the Company.
29. AUDITORS AND AUDITORS' REPORT:
At the 60th Annual General Meeting held on 22nd September 2016M/s. Patkar & Pendse Chartered Accountants (Registration No. 107824W) were appointedas statutory auditors of the Company to hold office till the conclusion of the 65"'Annual General Meeting to be held in the calendaryear2021.Interms of the first proviso toSection 139 of the Companies Act 2013 the appointment of the auditors shall be placedfor ratification at every Annual General Meeting. Accordingly the appointment of M/s.Patkar & Pendse Chartered Accountants (Registration No. 107824W) as statutoryauditors of the Company is placed for ratification by the shareholders. In this regardthe Company has received a certificate from the auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.
The appointment of Cost Auditor for the Company is not applicable to the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Kunal Sharrna Practicing Company Secretary to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- [D]" to this Report.
30. EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any separate or further comments or explanations.
With reference to the observations in the Secretarial Audit Report in respect ofNon-Appointment of Whole-Time Company Secretary we wish to mention that the Company is inthe process of recruiting the Whole-Time Company Secretary and on availability of propercandidate at a reasonable cost the requirement will be fulfilled.
31. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by the Auditors which fall under the purview of sub section (12)of Section 143 ofthe Companies Act 2013.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In view of no business operations and manufacturing activities the informationrequired under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 with respect to the information on conservation of energy technologyabsorption and foreign exchange earnings and outgo are not applicable.
33. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal controls and checks in commensurate with its size andactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class ofthe employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
35. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.
Your Directors wish to place on record their appreciation for the continued supportreceived from stakeholders employees at all levels consultants and associates oftheCompany.
|By order of the Board of Directors |
|For INDIAN EXTRACTIONS LIMITED |
|Priyam S. Jhaveri |
|Chairman & Managing Director |
21st July 2017 Mumbai
Annexure - [A]
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S
(I) Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year percentage increase in remuneration ofeach director Chief Financial Officer Chief Executive Officer Company Secretary orManager if any in the financial year; i
|. Name ofthe Director/KMP ||Designation ||remuneration ||Median Remuneration ofthe employees ||Ratio of the remuneration of each director to the median remuneration ofthe employees ||% increase in remuneration during FY 2016-17 |
|1 Priyam Shantilal Jhaveri ||Chairman and Managing Director ||NIL ||1048635 ||N.A. ||N.A. |
|2. Gayatri Priyam [haveri ||Non-Executive Director ||NIL ||1048635 ||N.A. ||N.A. |
|3. Ankur Mahendra Manedt ||Non-Executive Director ||6000 ||1048635 ||N.A. ||N.A. |
|4. Amit Bansilal Shah ||Independent Director ||6000 ||1048635 ||N.A. ||N.A. |
|5 Asit Dhankumar laveri ||Independent Director ||6000 ||1048635 ||N.A. ||N.A. |
|6. Kavin Dineshkumar Dave ||Independent Director ||3000 ||1048635 ||N.A. ||N.A. |
|7. Anil Ravindrakumar Kapoor ||Chief Financial Officer (CFO) ||1048635 ||1048635 ||1:1 ||No Increase |
- In view of losses the Managing Director has voluntarily forgone ManagerialRemuneration during the financial year 2015-16 and 2016-17.
- Only sitting fees were paid to the Non-Executive Directors and Independent Directorsduring the financial year 2015-16 and 2016-17 and there in no change in the amount ofsitting fees for each of meeting attended therefore % increase in remuneration is notapplicable.
(ii) The percentage increase in the median remuneration of the employees in thefinancial year:
|Permanent employees on the rolls of the Company as on March 31 2017 ||2 |
|The median remuneration of employees ofthe Company during the financial year ||1048635 |
|% increase in the median remuneration of employees in the financial year ||8.78% |
(iii) The relationship between average increase in remuneration and Companyperformance:
During the year under review there was no increase in remuneration of employees.
(iv) Variation in the market capitalization price earnings ratio of the Company withthe last public offer:
|Particulars ||March 31 2017 ||March 312016 ||Variation (%] |
|Market Capitalization ||6.22 Crore ||5.20 Crore ||19.62% |
|Price earnings ratio ||27.84 ||11.73 ||137.31% |
(v) Average percentage increase already made in the salaries of employees other thanthe key managerial personnel in Financial Year 2016-17 and its comparison with thepercentage increase in the managerial remuneration:
During the year under review there was no increase in managerial remuneration.
(vi) The key parameters for any variable component of remuneration availed by theDirectors:
No variable components of remuneration are availed by the Directors of the Companyduring the year under review.
(vii) The ratio of the remuneration of the highest paid Director to that of theemployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year:
The parameters of this point are not applicable to the Company.
(viii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
The remuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees as recommended by the Nominations Committee and approved bythe Board from time to time.
|By order of the Board of Directors |
|For INDIAN EXTRACTIONS LIMITED |
|Priyam S. Jhaveri |
|Chairman & Managing Director |
21st July 2017 Mumbai