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Nova Publications India Ltd.

BSE: 530733 Sector: Services
NSE: N.A. ISIN Code: INE900O01014
BSE LIVE 14:52 | 24 Oct 22.60 -1.15
(-4.84%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 22.60
PREVIOUS CLOSE 23.75
VOLUME 25
52-Week high 128.05
52-Week low 22.60
P/E 90.40
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.60
Sell Qty 1676.00
OPEN 22.60
CLOSE 23.75
VOLUME 25
52-Week high 128.05
52-Week low 22.60
P/E 90.40
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.60
Sell Qty 1676.00

Nova Publications India Ltd. (NOVAPUBLICATION) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 21st Annual Report on theBusiness and Operations and the accounts for the Financial Year ended 31stMarch 2016 of the Company.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previousyear figures is given hereunder:

(Fig in Rs) (Fig in Rs)
Particulars For the year ended on 31.03.2016 For the year ended on 31.03.2015
Gross Income 33915535 24780865
Finance Charges 1000 787
Provision for Depreciation 6312 9206
Profit Before Tax 369423 350828
Less: Current Tax 81700 75500
Deferred Tax (757) 481
80943 (75981)
Profit After Tax 288480 274847
Less: Appropriations:
Proposed Dividend on Equity Shares 0.00 0.00
Tax on proposed Dividend 0.00 0.00
Transfer to Reserves 0.00 0.00
Surplus carried to Balance Sheet 288480 274847

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company’s performance are as under:

• Revenue from operations increased by 36.86% to 33915535

• Profit before tax increased by 5.30% to 369423

• Net profit increased by 3.63 % to 288480

• Sales increased by 36.86% to 33915535

3. PROPOSED TRANSFER TO GENERAL RESERVES

As per section 134(3) (j) of Companies Act 2013 No amount has transferred to theGeneral Reserve.

4. DIVIDEND

In order to conserve the resources of the company the Directors have decided not todeclare any dividend for the financial year 2015-16.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

There were no such material changes occurred affecting the financial position of thecompany between the end of the financial year 31.03.2016 to which the financial statementsrelate and the date of the report.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is none of the above mentioned order(s) which impacts the going concern statusand company’s operations in future.

7. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FORTHE COMPANY

The Company has adopted measures concerning the development and implementation of aRisk Management Policy after identifying the following elements of risks which in theopinion of the Board may threaten the very existence of the Company itself are asfollows:-

a. High competition from East European countries and other Asian countries.

b. Lack of strong presence in the global fashion market.

c. International price fluctuation.

d. Lack of warehousing support from the government.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with

Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure"A" and is attached to this report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

10. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure"B" as Form MGT-9 and is attached to this Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties pursuant toSection 188 of Companies act 2013 is furnished in Annexure "C" as Form AOC-2and is attached to this report.

12. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement that:-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had 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 that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

14. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under reviewno amount of principal or interest was outstanding as on the date of balance sheet.

15. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS

a) Board Meetings

The Board of Directors of the Company met 7 (Seven) times during the financial year2015-16. The Details of above mentioned Board Meetings are provided in CorporateGovernance Report annexed herewith.

b) Changes In Directors And Key Managerial Personnel

During the year following are appointed as KMPs of company:-

1. Ms. Surbhi (Company Secretary)

2. Ms. Ragini (Chief Financial Officer)

c) Independent Directors

The Company has received declarations from all the Independent Directors of the Companyunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down under Section 149(6) of the above Act.

d) Details of Ratio of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12)of the Act -NA

e) Board Committees

The Board has constituted 4 committees which are as follows:-

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Risk Management Committee

f) Board Evaluation

As required under the provisions of Section 134(3) (p) the Board has carried out anannual performance evaluation of its own performance and the manner in which suchperformance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration Committee shall carry out evaluation ofDirector’s performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he/she is a member/ general meetings participation constructively and activelyin the meetings of the Board /Committees of the Board etc.

g) Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied to have access for thesame.

h) Related Party Transactions

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business. There were no othermaterial significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees or Investments made by the Company are provided in theFinancial Statements of the Company.

17. STATUTORY AUDITORS

M/s Chander Kiran & Co. Jalandhar Chartered Accountants appointed as Auditors ofthe Company to hold office until the conclusion of the next Annual General Meeting of theCompany.

The Company has received a certificate from the above Auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

18. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will be closed witheffect from 19th July 2016 to 25th July 2016 (both days inclusive).

19. CORPORATE GOVERNANCE

Your Company has been complying with the provisions of Corporate Governance asstipulated in Regulations 24 27 and other relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate report on CorporateGovernance along with Auditors’ certificate on compliance of the Corporate Governancenorms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Management Discussion & Analysis forming part ofthis report are provided elsewhere in this Annual Report

20. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal ) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy.

The following is the summary of the complaints received and disposed off during thefinancial year 2015-16:

(a) No. of complaints received: NIL

(b) No. of complaints disposed: NIL

21. LISTING FEES

The Company confirms that it has paid the annual listing fees for the financial year2016-17 with its Stock Exchange(s).

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The internal control and internal audit system are not commensurate with the size andnature of business with regard to purchase of inventory fixed assets and with regard tothe sale of goods. But regarding internal audit the company has no formal internal Auditsystem; however such

checking is being carried out by the staff of the Company. Since this being a smallcompany it is not economical to hire internal auditors for the company. Regardinginternal control appropriate steps are being introduced by the management of the company.

23. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company’s activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.

By order of the Board For NOVA PUBLICATIONS INDIA LIMITED

(SUNIL KUMAR CHOPRA) (RAJAN CHOPRA)
(DIN:00092090) (DIN:00092139)
Director Director
Place: Jalandhar
Dated: 24.06.2016

ANNEXURE ‘A’

Forming Part of the Directors’ Report

Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo [Clause (m) of sub-section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014]

A) Conservation of Energy

1) Energy Conservation measures undertaken: -

The Company has always been conscious of the need for conservation of energy and hasbeen sensitive in making progress towards this end. Energy conservation measures have beenimplemented at all the plants and offices of the Company and special efforts are being puton undertaking specific energy conservation projects like:

I. Installation of imported technology which helps in reducing energy consumption.

II. Utilization of lights and other electrical equipments only when need arise.

III. Optimizing chiller/ split/ package AC set to maintain space temperature @ 26degree centigrade.

IV. Auto shutting down of systems to reduce UPS power consumption.

V. Any other measures as recommended by the concerned department for maximumconservation.

2) Additional investments and proposals:

I. Replacement of conventional lighting with energy efficient LED lights to reducelighting power consumption.

II. Company is trying to reduce its expenses of energy consumption.

B) Technology Absorption

(i) Efforts in brief made towards absorption:

Induction of contemporary technology and continuous improvement projects acrossbusinesses towards reducing process variability cycle time and wastage while enhancingmanufacturing productivity. The Company is using the modern technology in themanufacturing process. As a result there has been a marked Improvement in the quality ofthe products manufactured by the Company besides lowering the cost of production. Thetechnology has been fully absorbed.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution

(a) New techniques and technology of production.

(b) Provide benefits that are cost effective from both an individual and a companyperspective.

(iii) Details of Import of Technology (imported during the last three years)- NA

(iv) Expenditure incurred on Research & Development- NA

(v) Foreign Exchange Earnings and Outgo -NA

By order of the Board

For NOVA PUBLICATIONS INDIA LIMITED

(SUNIL KUMAR CHOPRA) (RAJAN CHOPRA)
(DIN:00092090) (DIN:00092139)
Director Director
Place: Jalandhar
Dated: 24.06.2016