Your Directors have pleasure in presenting the Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2015.
Your Company financial performance during the year 2014-15 is summarized below:
(Rs. In AMT.)
|Particulars ||Year 2014-2015 ||Year 2013-2014 |
|TOTAL REVENUE ||4375117 ||2374500 |
|TOTAL EXPENDITURE ||63687590 ||2328705 |
|Profit Before Tax ||-59312473 ||45795 |
|Less: Taxation ||- ||- |
|Profit After Tax ||-59312473 ||-45795 |
The Company performed satisfactorily as compared to last year.
During the year under review the Company neither increased nor decreased its Equity.
REVISION IN FIN. STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE CO. ACT 2013
In terms of Section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of Section 129 or Section 134 of theCompanies Act 2013 and that no revision has been made during any of the three precedingfinancial years.
Your Directors do not recommend any dividend on equity shares for the year ended March312015.
The Company has not invited any deposits from the public within the provisions ofChapter V of the Companies Act 2013 (hereinafter "the Act" and any reference ofsection pertains to sections of this Act in this Annual Report unless stated otherwise)read with the Companies (Acceptance of Deposits) Rules 2014.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE COMPANIES:
As per Sections 2(87) and 2(6) of the Companies Act 2013 and as on date the Companyneither has any Subsidiary Company nor any Associate Company and hence do not call forany disclosure under this head.
M/s. C.B.MEHTA & CO. Chartered Accountants Statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and being eligible offerhimself for re-appointment. The Company has received the Certificate under Section 139(1)of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 from theAuditor.
Your Directors recommend re-appointment M/s. C.B.MEHTA & CO. CharteredAccountants (FRN 133653W) as the Statutory Auditors of the Company for the currentfinancial year and fixation of his remuneration.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under M/s Ramesh Chandra Bagdi & Associateslndore Company Secretaries inWhole-time practice was appointed to conduct Secretarial Audit for the year ended 31stMarch 2015.
M/s Ramesh Chandra Bagdi Practising Company Secretaries has submitted Report on theSecretarial Audit forms a part of this report as ANNEXURE-A.
AUDITORS REPORT-STATUTORY AND SECRETARIAL
The Auditors' Report on the financial statement and Secretarial Audit Report for thecurrent year is selfexplanatory therefore does not require any further explanation.
Pursuant to Section 138 of the Companies Act 2013 and Rule 13 of The Companies(Accounts) Rules 2014 the Board of Directors of the Company is under process to appointinternal auditors. However in the opinion of the Board and size of the company it is notnecessary to appoint internal auditor.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT - 9 as provided under Section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed hereto as ANNEXURE-B with this report and shall form part ofthe Board's Report.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF
During the year under review various meetings of the Board of Directors and Committeeswas held for various purposes which were in compliance with the provisions of theCompanies Act 2013 rules made there under and Clause 49 of the Listing Agreement enteredinto between the Company and the Bombay Stock Exchange. Further the details of suchmeetings of the Board and Committees thereof are mentioned in the Report on CorporateGovernance which is annexed as ANNEXURE-C with this Report and shall form part ofthe Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board comprises of efficient and able directors who have vast experience in thisline of business.. The brief details of all members of Board are annexed to this report asANNEXURE-C.
The following persons are Key Managerial Personnel of the Company
At the time of appointment all the disclosures and declarations pursuant to Section164(2) of the Companies Act 2013 and Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014 none of the Directors of the Company isdisqualified from being appointed as Director. Further all intimations pertaining to suchappointments made during the year has been given to Stock Exchange where the shares of theCompany are listed and also the relevant records are duly updated with the Registrar ofCompanies Gwalior M. P. wherever required.
RE-APPOINTMNET OF DIRECTORS BY ROTATION
During the year Satish Raval director of the company retires by rotation and beingeligible offers himself for re- appointment. (The details regarding his re-appointment asper Listing Agreement is given in the Notice.
APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF DECLARATIONS BYINDEPENDENT DIRECTOR
The Company as on 31st March 2015 has following Independent Directors;
a) Satish Raval DIN: 02420923
b) Taraben Bhatt DIN: 06840375
All the Independent Directors are well appointed on the Board of Company in compliancewith the Companies Act 2013 and the Listing Agreement entered into by the Company withStock Exchange. Further all Independent Directors shall hold office for a term up to fiveconsecutive years on the Board of a Company but shall be eligible for reappointment fornext five years after passing a special resolution by the Company and disclosure of suchappointment in the Board's Report. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofIndependence under sub-section (6) of section 149 of the Act and Clause 49 of the ListingAgreement entered into by the Company with the Stock Exchanges.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director. And meeting maybe arranged for Independent Directors with aforesaid officials to better understand thebusiness and operation of the Company. As part of continuous updating and familiarizationwith the Company every Independent Director will be taken for visits to the factory ormanufacturing units and other branch of the company where officials of various departmentsapprise them of the operational and sustainability aspects of the plants to enable them tohave full understanding on the activities of the Company and initiatives taken on safetyquality etc. The Company may also circulate news and articles related to the industry fromtime to time and may provide specific regulatory updates.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In due compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement entered into between the Company and the Bombay Stock Exchange aseparate meeting of Independent Directors was held on 12/02/2015
PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS
The Independent Directors in their meeting have reviewed the performance ofNonIndependent Directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of Executive Directors andNonExecutive Directors. The said policy including above said criteria for the evaluationof the Board individual directors including independent directors and the committee ofthe board has been laid down under Nomination Remuneration and Evaluation Policy given inthe Report on Corporate Governance which is annexed as ANNEXURE-C with this reportand shall form part of the Board's report.
FORMAL ANNUAL EVALUATION
Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 and Clause 49 IV (b) of Listing Agreement the Board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of its Committees as per the criteria laid down in the Nomination Remunerationand Evaluation policy. The said policy including above said criteria for the evaluation ofthe Board individual directors including independent directors and the committee of theboard has been laid down in the Corporate Governance Report which form part of thisreport.
ORDER(S) PASSED BY REGULATOR(S) COURT(S) TRIBUNAL(S) IMPACTING THE GOING CONCERNSTATUS AND COMPANY STATUS
During the year under review it was found there were no orders passed regarding thegoing concern status of the Company. The Company is operating in an efficient manner. Infuture there will not be any issues relating to the going concern status of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition. The Company has aninternal audit system from an outside agency which ensures that the Company's controlmechanism is properly followed and all statutory requirements are duly complied with.Moreover the audit committee of the Company comprising of independent directors regularlyreviews the audit plans adequacy of internal control as well as compliance of accountingstandards. Also the M.D. has the responsibility for establishing and maintaining internalcontrols for financial reporting and that they also have the overall responsibility toevaluate the effectiveness of internal control systems of the company pertaining tofinancial reporting and they have to disclose to the auditors and the Audit Committeedeficiencies in the design or operation of such internal controls if any of which theyare aware and the steps they have taken or propose to take to rectify the deficiencies.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year under review the Company has neither given any Loans nor provided anyGuarantees nor made any Investments under Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1) AND 188(2) OFTHE COMPANIES ACT 2013
The related party transactions are entered into based on considerations of variousbusiness exigencies such as synergy in operations sectoral specialization and theCompany's longterm strategy for sectoral investments optimization of market shareprofitability liquidity and capital resources of its group companies. All related partytransactions that were entered introducing the financial year were at Arm's Length basisand were in the ordinary course of business the same were placed before the AuditCommittee for the review and noting in their respective meetings. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large. Further as there are no such transactions inconsistent withsub-section (1) of section 188 of the Companies Act 2013 so no AOC-2 is required to begiven in this report.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND 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 here under.
|SN ||Particulars ||Disclosure |
|1. ||Conservation of Energy and Power consumption ||The company continued to accord priority to conservation of energy and is continuing its efforts to utilise energy more efficiently. |
|2. ||Technology Absorption and Research & Development ||The company has not absorbed any technology nor any research & development work has been carried out. |
|3. ||Foreign Exch. - Earnings ||Nil |
| ||Outgo ||Nil |
The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing. The Board of Directors of your Company hasadopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act 2013and Clause 49(F)(3) of Listing Agreement. The same forms part of Company's Code ofConduct.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY
The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.
During the year under review none of the Directors of your Company were paid anyremuneration; therefore disclosure under Sections 196 and 197 of the Companies Act 2013and rules made there under is not applicable.
EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.
DETAILS OF SWEAT EQUITY SHARES
The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.
DETAILS OF EMPLOYEES STOCK OPTION SCHEME
The company has not granted stock options and accordingly the provisions of Section62(l)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.
DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED
The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.
PARTICULARS OF EMPLOYEES
Employee's relation continued to be cordial throughout the year. Your Directors wish toplace on record their sincere appreciation for the excellent spirit with which the entireteam of the Company worked together.
During the year under review none of the employee has received remuneration of Rs.5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which in the aggregate is inexcess of that drawn by the managing director or whole-time director or manager and holdsby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the company pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence do not call for any further details referred to in Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 your Directors state that:
In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2015 and the loss for the year ended on that date;
The directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting fraud and otherirregularities;
The directors have prepared the annual accounts on a going concern basis:
The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
The Directors has devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating efficiently.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is not required to constitute a Corporate Social Responsibility Committeedue to non fulfillment of any of the conditions pursuant to section 135 of the CompaniesAct 2013.
The company has established connectivity with both the depositories viz. NationalSecurities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Inview of the numerous advantages offered by the Depository system members are requested toavail of the facility of de-materialization of Company's shares on either of theDepositories as aforesaid.
Your Company considers people as one of the most valuable resources. It believes in thetheme that success of any organization depends upon the engagement and motivation level ofemployees. All employees are committed to their work and proactively participate in theirarea of operations. The Company's HR philosophy is to motivate and create an efficientwork force as manpower is a vital resource contributing towards development andachievement of organisational excellence.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. Business Risk Evaluation and Management is anongoing process within the Organization. The Company has a robust risk managementframework to identify monitor and minimize risk as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadly comprises:
Oversight of risk management performed by the executive management;
Reviewing the Risk Management Policy and Framework in line with Local legalrequirements and SEBI guidelines
Reviewing risks and evaluate treatment including initiating mitigation actionsand ownership as per a pre-defined cycles.
Defining framework for identification assessment monitoring mitigation andreporting of risk.
Within its overall scope as aforesaid the Committee shall review risk trendsexposure potential impact analysis and mitigation plan.
The Risk management committee was constituted as on 12.02.2015
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Report on Corporate Governance and Management Discussion and Analysis Report in termsof Clause 49 of the Listing Agreement are annexed as ANNEXURE-C respectively withthis report and shall form part of the Board's report.
A certificate from Statutory Auditors confirming compliance with the conditions ofCorporate Governance is also annexed to the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Board of Directors of the Company has approved and adopted the "Policy onPrevention of Sexual Harassment at Workplace" to provide equal employment opportunityand is committed to provide a work environment that ensures every woman employee istreated with dignity and respect and afforded equitable treatment. The Company has formedan Internal Complaints Committee where employees can register their complaints againstsexual harassment. This is supported by the Sexual Harassment Policy which ensures a freeand fair enquiry process with clear timelines.
CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCTUNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015
Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company. The Board has also formulatedand adopted "Code of Conduct for Prohibition of Insider Trading" (Code ofConduct) of the Company as prescribed under Regulation 9 of the said Regulations.
TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND
During the year under review the Company was not required to transfer any amount inthe Investor's Education and Protection Fund.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board reconstituted the Nomination and Remuneration Committee in terms of Section178 of the Companies Act 2013 rules made there under Clause 49 of the Listing Agreemententered into between the Company and the Bombay Stock Exchange; the Company has adopted acomprehensive policy on Nomination and Remuneration of Directors on the Board. As per suchpolicy candidates proposed to be appointed as Directors on the Board shall be firstreviewed by the Nomination and Remuneration Committee in its duly convened Meeting. TheNomination and Remuneration Committee shall formulate the criteria for determining thequalifications positive attributes and independence of a Director and recommend to theBoard a policy relating to the Remuneration for the Directors Key Managerial Personneland other employees.
The Nomination and Remuneration Committee shall ensure that
a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c) Remuneration to directors KMPs and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals.
During the year under review none of the Directors of the company receive anyremuneration. The composition of Nomination and Remuneration Committee has been disclosedin the Report on Corporate Governance.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review the Company neither had any Subsidiaries nor JointVentures nor Associate Companies.
CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF INDEPENDENTDIRETORS
The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. The Code of Conduct has been posted on Company's website. Board Membersand Senior Management Personnel have affirmed the compliance with the Code for FinancialYear 2014-2015. A separate declaration to this effect has been made out in the CorporateGovernance Report. The Company has also adopted a Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information and Code of Conduct as requiredunder Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.
DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT 2013
During the year under review your Directors do not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2014-2015.
Your Directors takes opportunity to show gratitude towards the assistance andco-operation received from Banks and other Agencies and Shareholders resulting in goodperformance during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thededicated services rendered by Executives staff and others of the Company.
| ||For and on Behalf of the Board of Directors of |
| ||NOVAGOLD PETROL RESOURCES LTD. |
| ||Sd/- |
| ||Chairman |
|Place: VADODARA || |
|Date: 28/08/2015 || |