The Board of Directors is pleased to present the 35th Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements forthe financial year ended on 31st March 2017.
The Statement of Accounts Auditors' Report Board's Report and attachment thereto havebeen prepared in accordance with the provisions contained in Section 134 of Companies Act2013 and Rule 8 of the Companies (Accounts) Rules 2014.
1. FINANCIAL RESULTS
|Particulars ||Financial Year ended 31st March 2017 ||Financial Year ended 31st March 2016 |
|Revenue from Operations (Share Trading) ||2245101 ||2215627 |
|Other Income ||653052 ||1688572 |
|Total Income ||2898153 ||3904199 |
|Total Expenditure ||2813274 ||3123120 |
|Gross Profit/(Loss) before Depreciation and Tax ||84879 ||781079 |
|Less: Depreciation ||8914 ||8184 |
|Profit/(Loss) before tax ||75965 ||772895 |
|Less: Taxation ||- ||78000 |
|Add: Income Tax adjustment of prior year ||6695 ||1816 |
|Less: Prior period expenses ||(63790) || |
|Deferred Tax Charges ||(1004) ||(465) |
|Profit/(Loss) for the year ||4476 ||692614 |
The Company has not transferred any amount to General Reserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
The year under review was not satisfactory for the company. As we all know the worldeconomy faced global recession which is still continuing and because of which economicactivities slowed down. India being now global player also experiences the globaleconomic slowdown but its impact was not so much harsh as experienced by the developednations. However your Company is exploring various avenues for undertaking new projects.
With a view to conserve the resources your Directors do not recommend any dividend forthe current year under review.
5. MATERIAL CHANGES AND COMMITMENTS
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company on 31st March 2017 and on the date of thisreport.
6. CHANGE(S) IN THE NATURE OF BUSINESS
There were no material changes with regard to the nature of business of the Company.
7. PUBLIC DEPOSITS
During the financial year under review the company has not accepted any deposits frompublic and as such no amount on account of principal on deposits from public wasoutstanding as on the date of the Balance Sheet.
8. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture Company.
9. BOARD MEETINGS
During the Financial year total 4 (Four) meetings of the Board of Directors were heldon 23rd May 2016 27th July 2016 14th November 2016and 10th February 2017 respectively. The attendance record of all Directors isas under:
|Name of the Directors || |
No. of Board Meetings
|Attendance at last AGM held on 29th September 2016 |
| ||Held ||Attended || |
|Mr. Rajkumar Thard (Chairman & Managing Director) ||4 ||4 ||Yes |
|Mrs. Pushpa Thard ||4 ||4 ||Yes |
|Mr. Dattaprasad Kulkarni ||4 ||4 ||Yes |
|Ms. Ophelia Rodrigues ||4 ||4 ||Yes |
|Mrs. Nidhi Aggarwal ||4 ||4 ||Yes |
The proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose. The maximum gap between any two meetings was less than 120 days. The Companyhas not passed any resolution by circulation during the year under review.
The Annual General Meeting (AGM) was held on 29th September 2016 and theproceedings of the meeting were properly recorded and signed in the Minutes Bookmaintained for the purpose.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Changes in Key Managerial Personnel
During the year there was no Appointment re - designation resignation death ordisqualification variation made or withdrawn etc. of Directors or KMP of the Company.
(ii) Directors retire by rotation
Mrs. Pushpa Rajkumar Thard Director is due for retirement by rotation at AnnualGeneral Meeting and being eligible offers herself for re-appointment.
(iii) Declaration by Independent Directors(s)
The Company has complied with Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and according to the provisions of section 149(6) of theCompanies Act 2013 the Company has also obtained declarations from all the IndependentDirectors pursuant to section 149(7) of the Companies Act 2013.
(iv) Annual Evaluation of Board
In compliance with the provisions of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 the Board has carriedout the annual performance evaluation of its own performance and other Directors. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Company who were evaluated on parameters such as level ofengagement and contribution independence of judgment promotion of participation by alldirectors and developing consensus amongst the directors for all decisions.
11. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 and hereby confirm that:-
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) 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 as at 31st March 2017 and ofthe profit of the Company for the year ended on that date;
(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 have laid down proper systems for financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12. COMMITTEES AND POLICIES OF THE COMPANY
(1) Audit Committee
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The Audit Committee comprises of:
1. Mr. Dattaprasad Narhar Kulkarni - Chairman and Independent Director
2. Mr. Rajkumar Thard - Managing Director
3. Ms. Ophelia Rodrigues - Non Executive and Independent Director.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act. Internal Auditors and Statutory Auditors are permanent invitees to the AuditCommittee meetings.
(2) Nomination and Remuneration Policy
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Nomination and RemunerationCommittee comprises of:
1. Mr. Dattaprasad Narhar Kulkarni - Chairman and Independent Director
2. Ms. Pushpa Thard - Non-Executive Director
3. Ms. Ophelia Rodrigues - Non-Executive and Independent Director.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications attributes independence of a Director and policy relating to remunerationfor Directors Key Managerial Personnel and other employees.
(3) Risk Management Policy
The Board of Directors of the Company during the year have designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigations areconsidered in the annual/strategic business plans and in periodic management reviews. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.
(4) Whistle Blower/ Vigil Mechanism
Your Company has established a whistle Blower/Vigil Mechanism pursuant to theprovisions of Section 177(9) of the Companies Act 2013 read with the Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 through which its Employees andDirectors can report the genuine concern about unethical behaviors actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The said policyprovides for adequate safeguards against victimization and also direct access to thehigher levels of supervisions.
(5) Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013
The Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 is not applicable to your Company.
13. LISTING OF SHARES AND DEPOSITORIES
Your Company's shares are listed on The BSE Limited (BSE). Your Directors wish to statethat the Equity Shares of your Company are compulsorily traded in the dematerialized form.Presently Equity Shares held by Promoters are in electronic/dematerialized form.
14. CORPORATE GOVERNANCE AND REPORT THEREON
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions as specified inRegulation 17 to 27 and para C D and E of Schedule V is not applicable to the Company asthe paid up share capital is than Rs. 10 Crores and net worth is also is also less thanRs. 25 Crores as on the last day of previous financial year. Hence Corporate GovernanceReport is not furnished.
15. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.
16. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT - 9 for the financial year ended 31stMarch 2017 made under the provisions of Section 92(3) of the Act is annexed as "AnnexureA" which forms part of this Report.
(i) STATUTORY AUDITOR
M/s. K. N. Gandhi & Co. Chartered Accountants Mumbai (Membership No. 8261) theStatutory Auditors of the Company retire at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.
There were no reservations / qualifications or adverse remarks contained in Auditor'sReport.
(ii) SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Act and the rules framed there under theBoard has appointed M/s. Dholakia & Associates LLP Company Secretary in whole timePractice to undertake the Secretarial Audit of the Company for the financial year 2016-17The Report of the Secretarial Audit Report is annexed herewith as "AnnexureB".
The explanation with respect to qualifications made by the Secretarial Auditor in theSecretarial Audit Report:
|Sr. No. ||Secretarial Auditors qualification ||Management response thereto |
|1. ||The Company has not appointed Company Secretary and Chief Financial Officer pursuant to Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ||The Company has initiated the process of appointing required KMPs. |
|2. ||The Company does not have a website as required under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||The Company will host the Website after revival of the business and financial health. |
|3. ||The Company has selectively complied with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. ||Henceforth the Company will ensure the compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. |
|4. ||The Independent Directors are promoters of the Company as per the Shareholding Patterns filed by the Company with Stock Exchange. ||The Company is in the process of replacing the Independent Directors. |
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provisions of the Companies (Cost Record and Audit)Rules 2014.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
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 internal Auditor of the Company forinefficiency or inadequacy of such controls.
19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
(i) Details of loans guarantees and securities
The company has not granted any loans guarantees and investments for the financialyear ended March 31 2017.
(ii) Details of investments
The details of Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the note No. 8 to Financial Statements.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
There is no transaction entered into/contracts or arrangement with related party duringthe Financial Year.
21. HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all the applicable environmental laws and labour laws.The Company has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker/employee protection and safety.
22. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources inthe business which maximizes the effectiveness of the Organization. Human resources builtthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Policies and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
23. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of being environmentally clean and has safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources. There was no accident during the year.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are given as under:
Energy Conservation: N.A.
Technology Absorption: N.A.
Foreign Exchange Earnings and outgo: Nil
25. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
26. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company has beentransmitting Annual Report through electronic mode (e-mail) to all the shareholders whohave registered their email addresses with the Company or with the Depository to receiveAnnual Report through electronic mode. This will help reduce consumption of paper.
27. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debentures) Rules 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debentures) Rules 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures)Rules 2014 is furnished.
4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 hence no information is furnished.
5. No order has been passed by any regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.
Your Directors wish to thank Bankers Government authorities and various stakeholdersfor their co-operation support and valuable guidance to the Company. Your Directors alsowish to place on record their appreciation for the committed services of all the Employeesof the Company.
| ||For and on behalf of the Board |
| ||For Nidhi Granaites Limited |
|Place: Mumbai ||(Rajkumar Thard) |
|Date: 14th August 2017 ||Chairman & Managing Director |
|Regd. Office: || |
|9 Popat Bapa Shopping Center || |
|Station Road Santacruz (West) || |
|Mumbai - 400 054 || |