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Kachchh Minerals Ltd.

BSE: 531778 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE059E01010
BSE 14:40 | 22 Jan Kachchh Minerals Ltd
NSE 05:30 | 01 Jan Kachchh Minerals Ltd
OPEN 2.99
PREVIOUS CLOSE 2.99
VOLUME 401
52-Week high 3.60
52-Week low 2.85
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.99
Sell Qty 2075.00
OPEN 2.99
CLOSE 2.99
VOLUME 401
52-Week high 3.60
52-Week low 2.85
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.99
Sell Qty 2075.00

Kachchh Minerals Ltd. (KACHCHHMINERALS) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting the 36th Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2017.

FINANCIAL RESULTS:

Particulars For the Year ended on 31.03.2017 For the Year ended on 31.03.2016
Total Income 5556564 5527466
Total Expenditure 9008433 9385978
Profit/(Loss) before taxatio (3451779) (3858512)
Provision for Tax - -
Profit/(Loss) after Taxation (3451779) (3858512)

WORKING RESULTS:

During the year the company has net loss of Rs.3451779/- (Previous Year loss of Rs.3858512/-). BUSINESS OUTLOOK/STATE OF AFFAIRS:

General outlook for the company for the year 2016-2017 is not encouraging. Thecompanywith its limited resources has tried to maintain its turnover and profitability in thisperiod. Its Total Income has increased to Rs. 55.57 Lakhs in the current year fromRs.55.27 in the previous financial year.The loss of the company decreased during the yearto Rs. 34.52 Lakhs in comparison to Rs. 38.59 lakh in previous year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

For the financial year ended 31st March 2017 the Company has incurred loss thereforeno amount is transferred to General Reserve Account.

DIVIDEND:

In view of past losses Directors did not recommend any dividend for the equityshareholders for the financial year 2016-17.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015 the regulation related to DividendDistribution Policy is not applicable to the Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or made investments covered under theprovisions of section 186 of the Companies Act 2013 during the period under review.

SHARE CAPITAL:

Presently the Paid up Share Capital of the Company is Rs. 52117500/- divided in to5300900 Equity Shares of Rs. 10/- each. There is calls in arrear of Rs. 891500/-.

DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:

During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your Company.

DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

In accordance with the provisions of the Companies Act 2013 Prataprai Gopaldas DavdaDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.

There was no other change in the directors and KMP during the year under review.

MEETINGS OF THE BOARD:

The Board of Directors of your Company met 4 Times during the year to carry the variousmatters. The Meetings were convened on 30th May 2016 11th August2016 12th November 2016 and 13th February 2017.The maximuminterval between any two consecutive Board Meetings did not exceed 120 days. Attendance ofDirectors at the Board Meeting is as under:

Name of Director No. of Board Meetings attended
1 Mr.Prataprai Davda 4/4
2 Mr.Ki shor Davda 4/4
3 Mr Dhirajlal Madhvani 4/4
4 Mr.Dhwani Mirani 4/4

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that she/he meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013.

COMPOSITION OF AUDIT COMMITTEE:

The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013.The Audit Committee acts as a link among the Management the StatutoryAuditors and the Board of Directors to oversee the financial reporting process of theCompany. The Committee's purpose is to oversee the quality and integrity of accountingauditing and financial reporting process including review of the internal audit reportsand action taken report.During the Financial Year 201617 4 Meetings were held on 30thMay2016 11th August 201612th November 2016 and 13thFebruary 2017.Composition of Audit Committee and attendance record of members for 2016-17.

Name of Directorship Ch airman/ Member Category

No. of Meetings during FY 2016-17

Held Attended
1 MrDhirajlalShamjiMa dhavani Chairman Independent 4 4
2 MrPratapra iGopaldas Davda Member Executive 4 4
3 Ms.DhwaniMirani Member Independent 4 4

The necessary quorum was present for all the meetings.

I. Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee is as under:

i. Mr.Dhirajlal Madhwani -Chairman Non-Executive and Independent Director

ii. Mrs Dhwani Mirani -Non-Executive and Independent Director

iii. Mr Prataprai Davda -Executive Director

In the financial year 2016-2017 the Nomination and Remuneration Committee met onetime. The Meetings was held on 30th May 2016.

Attendance of Nomination and Remuneration Committee Members is as under:

Name of Director No. of Board Meetings Meeting attended
1 Mr.Dhirajlal Madhwani 1 /1
2 Mrs Dhwani Mirani 1/1
3 Mr Prataprai Davda 1 /1

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY-

The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration.

BOARD EVALUATION

The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls commensurate with the size andthe limited nature of its business activities.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.

VIGIL MECHANISM:

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.

DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The Company has not employed any female employees; the declaration required underSexual Harassment of Women at Work (Prevention Prohibition and Redressal) Act does notapply.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your company's paid up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.

Declaration regarding compliance of Code of Conduct by Board Members is also included.DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments

and estimates that were reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit orloss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have 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.

(i) STATUTORY AUDITORS:

M/s Samir Gandhi &Co Chartered Accountants (Registration Number: 31547) who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for ratification of re-appointment for the financial year 2018-19. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s Samir Gandhi &Co that their appointment ifmade would be in conformity with the limits specified in the said Section.

STATUTORY AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

Remarks

1. The accumulated losses at the end of financial year 2016-2017 are more than 50% ofCompany's net worth.Justification:-Due to various reasons the business of clay in theworld is not encouraging. Due to lack of order in the market of clay products and lack ofsupport of the Government its turnover has decreased. However to maintain a listedcompany it fixed overhead remain the same but the turnover has decreased drastically

Other observations of the auditors are self-explanatory in nature read with the notesto the accounts and need no further clarification.

SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as Annexure 1.

SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

The observations of the Secretarial Auditor and reply of the management is mentionedbelow:

{(a) The Company has not appointed Company Secretary and CFO as required under section203 of Companies

Act 2013 and rules made thereunder during the year 2016-17:- The Company is lookingfor a suitable candidate for the same but due to weak financial problem no candidate iswilling to join the company.

(b) The company has not appointed Qualified Company Secretary as compliance officer ofthe Company as per regulation 6 of SEBI (LODR) Regulations 2015:- The Company is lookingfor a suitable candidate.

(c) The Company has yet to create the website and upload the documents and informationas required under the Companies Act and Regulation 46 of SEBI (LODR) Regulations 2015:-The Company is in process of updating the website.

(d) The Company has not published Advertisement in newspaper as per Regulation 47 ofSEBI (LODR) Regulations 2015: Due to lack of business activities and huge losses thecompany is unable to publish the information in the newspaper however the company ensuresto submit all necessary information and documents with the Stock Exchange in due course oftime.

(e) The Company has not appointed Internal Auditor during the period under review:-TheBoard will ensure the compliance.

(f) The Constitution of the Nomination & Remuneration Committee is not inaccordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI (LODR)Regulations 2015:- The Company is looking for a suitable candidate for the same but dueto weak financial problem no candidate is willing to join the Board of Directors of thecompany.

(g) The company has not submitted the disclosure under Regulation 13(3) of SEBI (LODR)Regulation 2015 for June and March Quarter:-The Board will ensure the compliance.

(h) Dhirajlal MadhvaniIndependent Director of the Company has disqualified to be anIndependent director as per the section 149(6)(d) of Companies Act2013 due to commercialtransaction with his relative with the company which is 2% of total turnover of thecompany during the period under review:- The Company is taken on lease the office premisesof wife of Independent director Mr.Dhirajlal Madhvani 3 years back. However due todownfall in the business turnover of the company the rent paid to her exceeds the 2% limitprovided in the Companies Act 2013.The Company is paying the same rent from last 3 yearsand there is no revision in the lease rent and which is paid as per the market norms.

(I) The accumulated losses at the end of financial year 2016-2017 are more than 50% ofCompany's net worth:- Due to various reason the business of clay in the world is notencouraging. Due to lack of order in the market of clay products and lack of support ofthe Government its turnover has decreased. However to maintain a listed company it fixedoverhead remain the same but the turnover has decreased drastically.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of theCompany which have occurred between end of the financial year and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no orders passed by the regulators or courts or Tribunals impacting the goingconcern status and company's operation in future

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.

There were no materially significant transactions with Related Parties during thefinancial year 201617 which were in conflict with the interest of the Company andaccordingly no disclosure is made in respect of related party transactions. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

• Switching off lights A/C and computers whenever not used.

• Power utilization on all computers pantry and cabins.

• Planning to replace lights with low energy consumption units.

• The Board is considering the option of using solar energy resources.

• Controlled the energy consumption by optimizing the temperature inside theoffice premises is the major contributor for the energy conservation for the stores.

• Optimized lighting consumption by strictly controlling the operating hours asper the usage pattern.

Impact:

After constant monitoring and effective utilization the company's electricity bill hasshown reduction. The board is constantly taking initiatives and steps to reduce the billsand is optimist for a favorable output. The Board is also using energy saver equipments.

(b) Technology absorption measures:

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is given as Annexure to this report.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top ten employees of thecompany in terms of remuneration drawn during 2016-17 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

As per the provision of Section 136 of the Companies Act 2013 the Annual Report andaccounts are being sent to the members of the Company excluding the said annexure inrespect of ratio of remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year. The said annexure will be made availablefor inspection at its registered office of the Company during the working hours for aperiod of twenty one days before the date of annual general meeting of the companypursuant to Section 136 of the Companies Act 2013 and members if any interested inobtaining the details thereof shall make specific request to the Company at theRegistered office of the Company in this regard.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annua Report and is annexed herewith and marked as Annexure 2.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act Mr. Prataprai G Davda Whole TimeDirector and Mr. Kishor G Davda Whole time Director are the Key Managerial Personnel ofyour Company.

OTHER DISLOSURES

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

PREVENTION OF INSIDER TRADING:

The Company has ensured the compliance of Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Company is in process to adopt the Code of Conduct for prevention of Insider Trading.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

For and on Behalf of the Board of Director

Prataprai G Davda

Chairman

DIN-01149981

Place :Mumbai Date :11.08.2017