For The Financial Year 2016-17
Your Directors have pleasure in presenting their 34th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2017. The financial performance of the Company forthe financial year ended March 31 2017 is summarized below:
|Particulars ||2016-2017 ||2015-2016 |
|Profit Before Tax & Provision ||605533 ||685197 |
|Less: Provision For Tax ||180872 ||211726 |
|Profit After Tax ||424661 ||473471 |
|Basic/ Diluted Earnings Per Share ||0.02 ||0.02 |
The Board of Directors does not recommend any Dividend for the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The company is mainly into Textile Business and engaged in trading activities. The mainobject of the company is to cater to the growing industry and offer its products to allthe age groups. The company is slowly progressing towards becoming a one stop shop for allthe retailers. The company is planning to venture into trading of other merchandiseproducts through the existing chain of Whole sellers and retailers. The Company hasshifted its registered office from Kolkata to Mumbai as it can cater to various parts ofcountries easily.
CHANGE IN THE NATURE OF BUSINESS
The Company has not undergone any changes in the nature of the business during thefinancial year.
The Company does not have any subsidiary Company.
There has been no change in the capital structure during the year.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the Companywebsite. All related party transactions which were entered into during the year were onarm's length basis and were in the ordinary course of business and did not attractprovisions of section 188 of the Companies Act 2013 and were also not material relatedparty transactions under Regulation 23 of the SEBI (LODR) Regulations 2015. There are nomaterials transactions entered into with related parties during the period under reviewwhich may have had any potential conflict with the interests of the Company. Pursuant toRegulation 26(5) of the SEBI (LODR) Regulations 2015 senior made periodical disclosuresto the Board relating to all material financial and commercial transactions where theyhad or were deemed to have had personal interest that might have been in potentialconflict with the interest of the Company & same was nil. During the year underreview Company has not entered into Related Party which requires disclosure under Section134 (3) (h) of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules2014. The policy on transaction with related party is disclosed in annexure - I at boardreport.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
DIRECTORS REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's websitewww.hprojects.org.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
DECLARATIONS BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. D P Agarwal & Co CharteredAccountants Mumbai hold office up to the conclusion of the ensuing Annual GeneralMeeting of the Company. However their appointment as Statutory Auditors of the Company issubject to ratification by the members at every Annual General Meeting. The Company hasreceived a certificate from the said Auditors that they are eligible to hold office as theAuditors of the Company and are not disqualified for being so appointed. Necessaryresolution for ratification of appointment of the said Auditor is included in this Notice.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
DIRECTORS RESPONSIBILITIES STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:
1. In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
2. 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 the Company at the end of the financial year and ofthe profit and loss of the Company for the year ended 31st March 2017.
3. The Directors have taken sufficient and proper care 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 material fraud andother irregularities.
4. The Directors have prepared the Annual Accounts on a going concern basis.
5. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
7. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2016-17.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given in the Corporate GovernanceReport.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2016-17 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.
The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2016-17. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director and CFO have certified to the Board with regardto the financial statements and other matters as required under Regulation 17(8) of theSEBI (LODR) Regulations 2015. Certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance is annexed to this Report.
MANAGING DIRECTOR'S CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3) (m) of the Companies Act 2013 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31st March 2017 in prescribed form dulyaudited by the Practicing Company Secretary M/s. S. K. Pandey is annexed- II herewith andforming part of the report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March 2017 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2016-2017 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy. Details as required under the provisions of section197 (12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are placed on the Company's websitei.e. www.hprojects.org as an Annexure to the Director Report. Details as required underthe provisions of section 197 (12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areplaced on the Company's website i.e. www.hprojects.org as an Annexure to the DirectorReport. A physical copy of the same will be made available to any shareholders on request.A cash flow statement for the year 2016-17 is attached with the Balance-Sheet.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the Resolution of the Board of Directors passed at its meeting followingchanges took place in the composition of Board of Directors:
(i) Appointment of Mr. Rajesh Harish Gouri as the Managing Director of the company.
(ii) Appointment of Mr. Ashish Rajeshbhai patel as additional Director of the companyw.e.f 16th January 2017.
(iii) Appointment of Mr. Mukesh Bajpai and Mrs. Simranpreet Bajpai as additionaldirectors w.e.f. 29th March 2017
(iv) Appointment & resignation of Rupal Poddar as Company Secretary during theyear.
(v) Resignation of Gita Devi Sharma (Director) & Manish Jani (Director & CFO)on 20th April 2017.
(vi) Resignation of Anup Kumar Shah as Managing Director of the Company on 16thJanuary 2017.
(vii) Resignation of Virendra Kanshiram Goyal and Sangita Suresh Chaudra on 07thApril 2016.
NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors have met 7 times and Independent Directors once during the yearended 31st March 2017 in accordance with the provisions of the Companies Act 2013 andrules made there under. All the Directors actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report forms part of this Annual Report.
Yours Directors take this opportunity to thank the Banks Business Associates Centraland State Government authorities Regulatory authorities Stock Exchanges and all thevarious stakeholders for their continued co-operation and support to the Company and lookforward to their continued support in future. We very warmly thank all of our employeesfor their contribution to your Company's performance. We applaud them for their superiorlevels of competence dedication and commitment to your Company.
For Layla Textile and Traders Limited
(Formerly known as Haricharan Projects Limited)
|Sd/- ||Sd/- |
|Rajesh Harish Gouri ||Ashish Rajeshbhai Patel Director |
|Managing Director ||Executive Director |
|(DIN: 01735907) ||(DIN: 07659614) |
|Place: Mumbai || |
|Date: 31st August 2017 || |