Your Directors have pleasure in presenting the 35th Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2016.
|Particulars ||For the Year ended on 31.03.2016 ||For the Year ended on 31.03.2015 |
|Total Income ||5527466 ||6253310 |
|Total Expenditure ||9385978 ||8713891 |
|Profit/(Loss) before taxation ||(3858512) ||(2460581) |
|Provision for Tax ||- ||- |
|Profit/(Loss) after Taxation ||(3858512) ||(2460581) |
During the year the company has net loss of Rs. 38 58512/- (Previous Year loss ofRs. 24 60581/-).
General outlook for the company for the year 2015-2016 is not encouraging. Thecompanywith its limited resources has tried to maintain its turnover and profitability in thisperiod. However due to lack of order in the market of clay products its turnover hasdecreased to Rs. 55.27 Lakhs in the current year from Rs. 62.53 in the previous financialyear.Theloss of the company increased during the year to Rs. 38.58 Lakhs in comparison toRs. 24.60 lakh in previous year due to increased working and fixed expenses.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31st March 2016 the Company has incurred loss thereforeno amount is transferred to General Reserve Account.
In view of past losses Directors did not recommend any dividend for the equityshareholders for the financial year 2015-16.
Your Company has accepted deposits from the relative of directorsand close associatesto cater to the need of working capital of the Company as the company is unable to obtainloan from any outside lenders due to accumulated losses. The particulars of unsecured loantaken during the year are givenin the Notes forming part of Financial Statements for theyear ended 31st March 2016.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company did not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
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/-.
The Company does not have any subsidiary.
DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:
Mr. Bharat Shukla resigned as directors from the board of your Company with effect from1st November 2015.
In accordance with the provisions of the Companies Act 2013 Kishor 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 20153rd August2015 9th November 2015 and 12th February
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 Statutory Auditors andthe Board of Directors to oversee the financial reporting process of the Company. TheCommittee's purpose is to oversee the quality and integrity of accounting auditing andfinancial reporting process including review of the internal audit reports and actiontaken report.
Composition of Audit Committee and attendance record of members for 2015-16.
|Sr. No. Name of Directorship ||Chairman/ Member ||Category || |
No. of Meetings during FY 2015-16
| || || ||Held ||Attended |
|1 Mr.Dhirajlal Shamji Madhavani ||Chairman ||Independent ||4 ||4 |
|2 *Mr Bharat Manubhai Shukla ||Member ||Independent ||4 ||2 |
|3 Mr.Prataprai Gopaldas Davda ||Member ||Executive ||4 ||4 |
|4 Ms.Dhwani Mirani ||Member ||Independent ||4 ||2 |
*Mr Bharat ManubhaiShukla resigned on 1st November 2015.
During the Financial Year 2015-16 4 Meetings were held on 30th May2015 3rdAugust 20159th November 2015 and 12th February 2016.
The necessary quorum was present for all the meetings.
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.
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 hasformulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.
The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavioractual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguardsagainst victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors andemployeeshave 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.
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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis forms a part of this annual report and is attachedto this report as Annexure 1.
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 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 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
M/s Samir Gandhi &Co. Chartered Accountants (Registration no 31547)were appointedas statutory auditors of the company to hold office from the conclusion of the 34th annualgeneral meeting (AGM) of the Company held on 30th September 2015 till theconclusion of Thirty Ninth Annual General Meeting of the Company to be held in the year2020(subject to the ratification of their appointment by the members at every AGM heldafter the AGM held on 30th September 2015.
As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s Samir Gandhi& Co. to their appointmentand a Certificate to the effect that their appointment if made would be in accordancewith the Companies Act 2013 and the Rules framed there under and that they satisfy thecriteria provided in section 141 of the Companies Act 2013.
The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration
STATUTORY AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
Remarks:-The accumulated losses at the end of financial year 2015-2016 are more than50% of Company's net worth.
Justification:-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.
Other observations of the auditors are self-explanatory in nature read with the notesto the accounts and need no further clarification.
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 2.
SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
(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 2015-16:- The Companyis looking for a suitable candidate for the same but due to weak financial problem nocandidate is willing 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 taken unsecured loan from relatives and close associates of thedirectors which are not in compliance of Section 73 of the Companies Act 2013 read withthe Rules:- The unsecured loan has been taken from the close associates to cater to theneed of working capital as the board has unable to get loan from any lending institution.
(f) The Company has not appointed Internal Auditor during the period under review:-TheBoard will ensure the compliance.
(g) 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.
(h) The company has not submitted the disclosure under Regulation 30(1) & (2) ofSEBI (SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 :- Thecompany will ensure the compliance. Dhirajlal Madhvani Independent Director of theCompany has disqualified to be an Independent director as
(i) per the section 149(6)(d) of Companies Act2013 due to commercial transaction withhis relative with the company which is 2% of total turnover of the company during theperiod under review:- The Company is taken on lease the office premises of wife ofIndependent director Mr.Dhirajlal Madhvani 3 years back. However due to downfall in thebusiness turnover of the company the rent paid to her exceeds the 2% limit provided in theCompanies Act. The company is paying the same rent from last 3 years and there is norevision in the lease rent and which is paid as per the market norms.
(j) The accumulated losses at the end of financial year 2015-2016 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.
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 2015-16 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 as per theusage pattern.
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 favourable output. The Board is also using energy saver equipments.
(b) Technology absorption measures:
|(i) The efforts made towards Technology Absorption ||The Company is searching for the advance technology which can be used in the Company's premises. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||The benefits will be seen in future. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- || |
|(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 reasons thereof || |
|(iv) the expenditure incurred on Research and Development || |
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 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofratio of remuneration of each director to the median remuneration of the employees of theCompany for the Financial Year will be made available for inspection at its registeredoffice of the Company during the working hours for a period of twenty one days before thedate of annual general meeting of the company pursuant to Section 136 of the CompaniesAct 2013 and members if any interested in obtaining the details thereof shall makespecific request to 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 Annual Report and is annexed herewith and marked as Annexure 3.
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.
(i) There were no material changes and commitments affecting the financial position ofyour Company between end of the financial year and the date of this report.
(ii) Your Company has not issued any shares with differential voting.
(iii) There was no revision in the financial statements.
(iv) 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.
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.