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Natco Economicals Ltd.

BSE: 539595 Sector: Financials
NSE: N.A. ISIN Code: INE174S01017
BSE LIVE 15:27 | 20 Sep 95.70 0.15
(0.16%)
OPEN

95.60

HIGH

95.95

LOW

95.15

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 95.60
PREVIOUS CLOSE 95.55
VOLUME 100235
52-Week high 96.50
52-Week low 59.70
P/E 638.00
Mkt Cap.(Rs cr) 29
Buy Price 95.60
Buy Qty 25.00
Sell Price 95.75
Sell Qty 500.00
OPEN 95.60
CLOSE 95.55
VOLUME 100235
52-Week high 96.50
52-Week low 59.70
P/E 638.00
Mkt Cap.(Rs cr) 29
Buy Price 95.60
Buy Qty 25.00
Sell Price 95.75
Sell Qty 500.00

Natco Economicals Ltd. (NATCOECONOMICAL) - Director Report

Company director report

To The Members Your Directors present this 22ndAnnual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2016.

Financial Results

Particulars (in Rupees) (in Rupees)
Current Year Previous Year
2015-16 2014-15
Total Income 2907617 2370313
Profit before Finance Cost and Depreciation -1539279 356184
Less : Finance Cost -- --
Loss before Depreciation -1539279 356184
Less : Depreciation
40133 52536
Profit/(Loss) before Tax -1499146 303648
Provision for Tax
Current Tax 0 91094
Deferred Tax 4248 2485
Tax For earlier Years 0 0
Balance of Profit/(Loss) for the year before Extra
Ordinary items -1503394
Extra-Ordinary items 80000 --
Balance of Profit/(Loss) for the year after Extra
Ordinary items -1583394 210069
Balance Brought forward from the Previous year 396877 186808
Amount available for appropriation -- --
Proposed Dividend -- --
Tax on proposed Dividend -- --
Balance Profit/(Loss) carried to Balance Sheet -1186517 396877

Performance Review

During the year under review your Company sustained with limited growth path due towhich though the gross total income increased from Rs2370313to Rs2907617 in comparisonof last year and the Company incurred loss of (1186517) in the year under review ascompared to Profit of previous year to Rs. 396877. During the year under review companyhas paid listing processing fees to BSE in the tune of Rs.20.00 Lakh.

Dividend

Your directors did not recommend payment of any dividend for the year ended 31st March2016.

Directorate

Mr. Bhadresh Bhavsar Director of the Company retires by rotation at this AnnualGeneral Meeting and being eligible offer himself for re-election. A brief resume of Mr.Bhadresh Bhavsar is given separately in the notice convening AGM. Your directors recommendhis appointment for the members' approval.

On the recommendations of nomination and remuneration committee Mr. Ashish Pandya hasbeen appointed as Whole Time Director and Key Managerial Person of the Company with effectfrom 1st September 2016 for Period of three years i.e. from 1st September 2016 upto 31stAugust 2016.Abrief resume of Mr. Ashish Pandya is given separately in the noticeconvening AGM. Your directors recommend his appointment for the members' approval.

Mr. Haresh Patel has resigned as Whole Time Director of the Company with effect from 1stSeptember 2016.

Transfer to Reserves

Due to Loss for the year under review accumulated loss in the tune of Rs.15.83 wastransferred to General Reserve.

Number of Board Meetings held during the year

The number of Board meetings held during the year from1st April 2015 to 31st March 2016is the dates of meeting are given below:

1. 18thMay 2015.

2. 28thMay 2015.

3. 13thAugust 2015.

4. 10thNovember 2015.

5. 12thFebruary 2016.

The time gap between any two meetings did not exceed four months. The compliance reportin respect of laws applicable to the Company has been periodically reviewed by the Boardof Directors of the Company.

Directors’ Responsibility Statement:

Your directors’ confirm:

I. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departure.

II. That the director’s have selected such accounting policies & appliedthem consistently & made judgment & estimates that are reasonable & prudent soas to give a true & fair view of the state of affairs of the company at the end of thefinancial year & of the Profit of the company for the year.

III. That the director’s have taken proper & sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company & for preventing & detecting fraud& other irregularities.

IV. That the director’s have prepared the annual accounts on a going concernbasis.

Listed on Stock Exchanges

At Present the Equity shares of the Company are listed and traded with the Bombay StockExchange Limited and the Listing Fee for the year 2016-17 has been duly paid. Scrip Codeof the Company is 539595

Corporate Governance Report

As per SEBI LODR Compliance with the provisions of regulation 17 through 27and clauses(b) to (i) of sub – regulations 46 and Para CD and E of schedule V is not mandatoryfor the time being in respect of the following class of Companies:

a. Companies having paid –up equity share capital not exceeding Rs. 10 crore andNet Worth not exceeding Rs. 25 Crore as on the last day of previous financial year;

b. The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption Consequently CorporateGovernance does not forms part of the Annual Report for the Financial Year 2015-16.However the Company is following industry best corporate governance standards.

Associate & Subsidiary Companies

The company does not have any Associate or Subsidiary Companies

Deposits

The Company has not invited or accepted any fixed deposit from the public during theyear under review.

Secretarial Audit

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexureto this report. No adverse comments have been made in the said report by the PractisingCompany Secretary.

Extracts of Annual Return and other disclosures under Companies (appointment &Remuneration) Rules 2014

The Extract of Annual Return in form No MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies(Management & Administration) Rules 2014 duly certified by the PractisingCompany Secretary is annexed hereto and forms part of this report. Further the Disclosurein the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules 2014is also annexed hereto and forms part of this report.

Declaration on Independent Directors

The Board of Directors declares that the Independent Directors Miss Dhvani HareshbhaiContractor & Mr. Bhadresh Kumar Bhavsar & Mr. Rupesh Upadhyay are:

a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;

b) who were or were not a promoter of the company or its holding subsidiary orassociate company who are not related to promoters or directors in the company itsholding subsidiary or associate Company;

c) Who have or had no pecuniary relationship with the company its holding subsidiaryor associate company or d) Their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

e) 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 percent or more of its gross turnover of 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;

Who either himself or any of his relatives –

i. 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 thethree financial year immediately preceding the financial Year in which he is proposed tobe appointed;

ii. is or has been an employee or propriety or a partner in any of the three financialyears immediately preceding the Financial year in which he is proposed to be appointed of–

A firm of auditors or company secretaries in practice or cost auditors or the companyor its holding subsidiary or Associate company; or

Any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or Associate company amounting to ten percent or more of the grossturnover of such firm;

iii. Holds together with his relative two per cent or more of the total voting powerof the company; or

iv. Is a Chief Executive or director by whatever name called of any non-profitorganization that receives twenty-five percent 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

Particulars of Loans guarantees or investments

The particulars of Loans Guarantees or investments as covered under provision ofsection 186 of the Companies Act 2013 made by the company during financial year 2015-16are given under the respective head and the same is furnished in the notes to thefinancial statement

Related Party Transactions

There were no materially and significant transaction with Related Parties i.e.Promoters Directors or the Management their subsidiaries or relatives conflicting withthe Companies interest. There were no transactions that took place with related partieswhich can be considered not to be in the normal course of business.

Particulars of Employees

None of the Employees of the company was in receipt of the remuneration exceeding thelimits prescribed under section 197 of the Companies Act 2013 as amended during the yearunder review.

Particulars of Conservation Of Energy Technology Absorption and Foreign ExchangeEarnings and out-go.

Since your company does not own any manufacturing facility particulars aboutConservation of Energy and Technology absorption are not applicable. The Foreign exchangeEarnings and out-go for the year under review is nil.

Risk Management Policy implementation

The board takes responsibility for the overall process of risk management in theorganization. Risk Management is the process of minimising mitigating the risk. Its startwith identification and evaluation of risk. The Company has followed strict approach todeal with possibility of any risk in the finance business. To Control the Operational riskCompany has taken several measures and applied strict credit strategies. Through adetailed risk management programme each functional head addresses opportunities and theattendant risks through a systematic approach aligned to the Company's objectives. Theaudit committee also reviews reports covering operational financial and other businessrisk areas.

Formation and adoption of Different Policies:

a) Policy Determination of Materiality: In Accordance with Regulation 30 of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 the Company has adopt apolicy determination of Materiality containing Disclosure of Events or Informationrelating to specified securities.

b) Policy for Preservation of Documents: Regulation 9 of SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 requires every listed entity should formulate apolicy for preservation of documents and accordingly the Company has adopted the same andupload the same on the website.

c) Policy on Materiality of Related Party Transactions: The Company has adopted apolicy of Related Party Transactions with a view to set out the materiality thresholds forthe related party transactions and the manner of dealing with the transactions between theCompany and its related parties based on the Companies Act 2013 SEBI (LODR) Regulationsand any other laws and regulations as may be applicable to the Company.

d) Whistle Blower Policy: The Company has adopted the Whistle Blower Policy for theiremployees and directors to report the concerns about unethical behaviour actual orsuspected fraud or violation of the code of conduct or policy as per Section 177(9) of theCompanies Act 2013 and as per Regulation 22 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

Remuneration policy

A Nomination & Remuneration policy has been formulated pursuant to the provisionsof section 178 and other applicable provisions of the companies act 2013 and rulesthereto and SEBI LODR stating therein the Company’s policy and Directors/KeyManagerial Personnel/other Employees appointment and remuneration recommended by theNomination and Remuneration Committee and approved by the Board of Directors. The saidpolicy may be referred on Company’s Website.

Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2015-16 the Company has not received any complaint on sexual harassment.

Auditors

M/s. Jayesh Patel & Co. (Membership No. 034745) Chartered Accountants retire atthe ensuing Annual General meeting. Financial Auditors of the Company will retire at theforthcoming Annual General Meeting and are eligible for reappointment. In accordance withthe Companies Act 2013 it is proposed to reappoint them as Auditors for the financialyear 2016-17 from the conclusion of this Annual General Meeting till the conclusion of thenext Annual General Meeting subject to the approval of shareholders.

Audit Committee

The Audit Committee comprises of Mr. Rupesh Upadhyay (Independent Director) Miss.Dhvani Contractor (Independent Director) and Mr. Haresh Patel all are financially literateand having accounting and related Administrative Expertise.

The Independent Auditors and the Secretarial Auditors of the Company is also invited tothe Audit Committee meetings. The Chairman of the Audit Committee Mr. Rupesh Upadhyay waspresent at the Annual General Meeting of the Company held on 30th September2015.

During the financial year 2015-16 Four (4) meetings of the Audit Committee were held:1. 28th May 2015 2. 13th August 2015 3. 10th November 2015.

4. 12th February 2016

As on March 31 2016 all three Directors of the Board are the Members of AuditCommittee &the details of the meetings attended by members during the year 2015-16 areas follows:

Name of Member Designation No. of Meeting held during tenure No. of meeting attended
Mr. Rupesh Upadhyay Chairman& Member 4 4
Mr. Haresh Patel Member 4 4
Miss Dhvani Contractor* Member 4 4

Stakeholders Relationship Committee/Investor Grievance Committee

In compliance with the provisions of Listing agreement and Section 178 of CompaniesAct 2013 the company re-constituted this committee as "Stakeholders RelationshipCommittee". This committee of the Board of the Company looks into various issuesrelating to shareholders/investors including transfer and transmission of shares held byshareholders in physical format as well as non-receipt of dividend Annual Report sharesafter transfer and delays in transfer of shares. The committees also looks into issuesincluding status of dematerialization/rematerialization of shares and issue of duplicateshare certificates and tracks investor complaints and suggest measures for improvementfrom time to time.

.

During the financial year 2015-16 Four (4) meetings of the Shareholders’/Investors’ Grievance Committee were held: (1). 28th May 2015 (2) 13thAugust 2015 (3) 10th November 2015 (4). 12th February 2016 .

As on March 31 2016 the Shareholders’/ Investors’ Grievance Committeecomprised of the following members & the details of the meetings attended by membersduring the year 2015-16 are as follows:

Name of Member Designation No. of Meeting held during tenure No. of meeting attended
1.Mr. Haresh Patel Chairman 4 4
2. Mr. Bhadresh Bhavsar Member 4 4
3.Miss Dhvani Contractor Member 4 4

Remuneration Committee

In compliance of Section 178 of Companies Act 2013 the Board has constituted theRemuneration Committee. Your Board has constituted the Remuneration Committee. The termsof reference of the committee inter alia include Succession planning for Board ofDirectors and Senior Management Employees identifying and selection of candidates forappointment of Directors/Independent Directors based on certain laid down criteria’sidentifying potential individuals for appointment of Key Managerial personnel and othersenior managerial position and review the performance of the Board of Directors and SeniorManagement personnel including Key managerial personnel based on certain criteria approvedby the Board. While reviewing the performance the committee ensures that the remunerationis reasonable and sufficient to attract retain and motivate the best managerial talentsremuneration commensurate with the performance of individual and group and also maintainsa balance between fixed and incentive pay reflecting both short and long term objectivesof the company.

As on March 31 2016 the Remuneration Committee comprised of the following members&the details of the meetings attended by members during the year 2015-16 are asfollows:

Name of Member Designation No. of Meeting held during tenure No. of meeting attended
1.Miss. Dhvani Contractor Chairman 1 1
2. Mr. Bhadresh Bhavsar Member 1 1
3.Mr.RupeshUpadhyay Member 1 1

Acknowledgement

Your Directors wish to place on record their appreciation for the whole hearted andsincere co-operation the Company has received from its banker State Bank of India andvarious Government agencies. Your Directors also wish to thank all the employees for theirco-operation.

By Order of the Board for Natco Economicals Limited
Place: Ahemdabad SD/- SD/-
Haresh Patel Rupesh Upadhyay
Date: 22nd August 2016 (Whole Time Director) (Director)