Your Directors have the pleasure of presenting their 22nd Annual Report onthe business and operations of the Company and the accounts for the financial year endedMarch 31 2016.
During the year under review the Company has incurred loss however the Company hasachieved a total sale of '21.85 lacs. As compared to last year's performance theCompany's performance and operations are improving and your directors are optimistic aboutthe future growth and performance of the Company.
The details of the financial results are as under:
|Financial Particular ||2015-16 ||2014-15 |
|Total Income (Net) ||31.17 ||- |
|Total Expenditure ||34.16 ||3.73 |
|Gross Profit/(Loss) ||(2.99) ||(3.73) |
|Less: Depreciation ||2.00 ||- |
|Provision For Taxation ||- ||- |
|Extra Ordinary Items ||- ||- |
|Tax Expense: ||- ||- |
|Adjustment of earlier years ||- ||- |
|Profit/(Loss) After Tax ||(4.99) ||(3.73) |
Since the Company has incurred loss during the year 2015-16 thus the Board has notrecommended/declared dividend for the year 2015-16.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.
TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to reserves.
CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business of the Company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
APPOINTMENT OF M/S BIGSHARE SERVICES PRIVATE LIMITED AS THE REGISTRAR AND SHARETRANSFER AGENT OF THE COMPANY:
The Board of Directors of the company at their meeting held on 30th May 2016approved the appointment of M/s Bigshare Services Private Limited in place of M/s LinkIntime India Pvt Ltd. The Bigshare Services Private Limited will act as Common ShareRegistry of the Company.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(2) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure"A".
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy : Nil
ii. the steps taken by the company for utilising alternate sources of energy : None
iii. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
(a) the details of technology imported : None
(b) the year of import : N.A.
(c) whether the technology been fully absorbed : N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.
iv. the expenditure incurred on Research and Development : Nil
C. FOREIGN EXCHANGE EARNING & OUTGO :
Foreign Exchange Earning: NIL
Foreign Exchange Outgo : NIL
BOARD OF DIRECTORS
a) Composition of Board:
|Name of Directors ||Designation ||Category ||No. of Board Meeting held ||No. of Board Meeting attended |
|Mr. Ashish M. Shah ||Chairman & Managing Director ||Non-Promoter Executive ||5 ||5 |
|Mr. Bhavin S. Shah ||Director ||Promoter Non-Executive ||5 ||5 |
|Mr. Hemal S. Shah ||Director ||Independent ||5 ||5 |
|Mr. Sandeep N. Gandhi ||Director ||Independent ||5 ||5 |
|Mrs. Kosha M. Shah ||Director ||Independent ||5 ||4 |
b) Changes in the Board during the year:
During the year under review neither additional directors nor any alternate directorswere appointed.
c) Retirement by rotation:
In accordance with the provisions of section 152 of the Act and in terms of Articlesof Association of the Company Shri Bhavin S. Shah(DIN: 02216130)Director of theCompany is liable to retire by rotation at this Annual General Meeting and beingeligible offer himself for re- appointment. The Board recommends his reappointment.
KEY MANAGERIAL PERSONNEL
The Board of Directors in their meeting held on 30th May 2016 appointed MrPramod Savaliya Associate Company Secretary as the Company Secretary & ComplianceOfficer of the Company w.e.f 30th May 2016.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met Five (5) times on 30/05/2015 31/07/2015 14/08/201509/11/2015 and 13/02/ 2016 in respect of said meetings proper notices were given andproceedings were properly recorded and signed in the Minute Book maintained for thepurpose.
STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:-
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 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 or loss of the Company for the year under review.
iii. 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.
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DECLARATIONS BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and other relevant matters asunder:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director ||4 ||4 |
|2. ||Mr. Sandeep N. Gandhi ||Member ||Independent Director ||4 ||4 |
|3. ||Mrs. Kosha M. Shah ||Member ||Independent Director ||4 ||3 |
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the financial year ended on 31st March 2016 the Audit Committee metFour times on 30/05/2015 14/08/ 2015 09/11/2015 and 13/02/2016.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
The said policy is also available on the website of the Company atwww.padmanabhindustries.com
NOMINATION AND REMUNERATION COMMITTEE
The composition of the Committee is as under:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director ||1 ||1 |
|2. ||Mr. Sandeep N. Gandhi ||Member ||Independent Director ||1 ||1 |
|3. ||Mr. Bhavin Shah ||Member ||Promoter Non- Executive ||1 ||1 |
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 positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "B" and is attached to this report.
During the financial year ended on 31st March 2016 the Nomination and RemunerationCommittee met one time on 09/11/2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director |
|2. ||Mr. Ashish M. Shah ||Member ||Non-Promoter Executive |
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2016 are NIL.
There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2016.
Compliance Officer :
The Compliance officer of the Company is Mr. Pramod M. Savaliya w.e.f 30.05.2016 whois also designated as Company Secretary of the Company.
The present Auditors of the Company M/s Vishves A. Shah & Co. CharteredAccountants' Ahmedabad were appointed as Auditors for period of three years in the AGMheld on 30th September 2014. However M/s. Vishves A. Shah & Co.Ahmedabad have informed the Company about their inability to continue as an Auditor of theCompany and therefore the Company has approached M/s. Nitin K. Shah & Co. CharteredAccountants Ahmedabad to act as an Auditor of the Company. The consent of M/s. Nitin K.Shah & Co. Chartered Accountants along with certificate under Section 139 of the Acthas been obtained to the effect that their appointment if made shall be in accordancewith the prescribed conditions and that they are eligible to hold the office of Auditorsof the Company. The Appointment of M/s. Nitin K. Shah & Co. Chartered AccountantsAhmedabad as Statutory Auditors of the Company will be effective from the conclusion ofthis Annual General Meeting to the conclusion of the 27th Annual GeneralMeeting to be held in the year 2021. Your Directors recommend the appointment of M/s.Nitin K. Shah & Co. Chartered Accountants Ahmedabad as the Auditors of the Company.The notes and remarks of Auditors' are self-explanatory.
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. Ms. Asha JainPractising Company Secretary had been appointed to issue Secretarial Audit Report for theperiod ended on 31st March 2016.
Secretarial Audit Report issued by Ms. Asha Jain Practising Company Secretary in FormMR-3 for the period under review forms part of this report and is marked as "Annexure-C".The said report contains certain observations or qualifications and the Board would liketo explain on the said observations as under:
Qualification for non-Appointment of Company Secretary
The Board of Directors of your Company has appointed Mr. Pramod Savaliya as its CompanySecretary and Compliance Officer of the Company w.e.f 30.05.2016.
Qualification for non-Appointment of Common Share Registry
The Board of Directors in their meeting held on 30/05/2016 has decided to appoint M/sBigshare Services Pvt. Ltd as Registrar & Share Transfer Agent (RTA) who shall act asCommon Share Registry of the Company and to execute the necessary Agreement for the same.M/s Bigshare Services Pvt. Ltd. shall act as Common Share Registry of the Company w.e.f .12th July 2016.
Qualification pertaining to suspension in trading of securities of theCompany
In reference to the suspension in trading of securities of the Company it is to benoted that the Company has taken all the reasonable steps and submitted all thedocuments/papers as required by the stock exchange (i.e. BSE Limited) in order to revokethe suspension in trading of securities of the Company and pursuant to the submission BSEltd. on 29th January 2016 issued notice for revocation of suspension andsuspension in trading of equity shares of the company was revoked with effect fromWednesday February 03 2016.
Qualification pertaining to non-compliance/ late submission of variousclauses of Listing Agreements
In the matter relating to non-compliance/ late submission of various clauses of ListingAgreements as mentioned in the secretarial audit report annexed to this report the Boardof directors of the Company would like to inform you that the Company has submitted therequisite documents in order to comply with various clauses of Listing Agreements and hasalso paid the penalty imposed by BSE Ltd in this matter.
Further we would also like to draw your attention to the matter that the Company hassent the request letter to BSE Ltd. for refund of penalty imposed for the late submissionof clause 41 for quarter ended December 2014 as the Company has timely submitted theun-audited financial results for quarter ended December 2014. Further we would like toexplain you that pursuant to SEBI circular no: CFD/POLICYCELL/7/2014 dated 15thSeptember 2014 Clause 49 of the Listing Agreement is not applicable to the Companytherefore Company has not submitted the Corporate Governance report for quarter endedDecember 2015. The said matter is under consideration with BSE Limited.
Qualification pertaining to non-filing of Form MGT-14 for appointment ofInternal Auditor and Secretarial Auditor.
The Board of the Directors of the Company in their meeting held on 13thFebruary 2016 appointed M/S Hemant R Vora & Co. Chartered Accountant as an InternalAuditor and Ms. Asha Jain Practising Company Secretary as Secretarial Auditor for theF.Y. 2015-16 however the Company missed to file MGT-14 relating to the appointment ofInternal Auditor and Secretarial Auditor with the MCA within the stipulated time periodand such non-filing was not intentional. Further the Company is in process to file thenecessary form on MCA portal.
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Board has formed the Risk Management Committee comprising of three directors asmembers (Mr. Ashish Shah Mr. Hemal Shah and Mr. Sandeep Gandhi) and the saidcommittee looks after the risk management plan of the Company. The Committee has developedand implemented Risk Management Policy. However in the opinion of the Board the riskswhich may threaten the existence of the company are very minimal.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
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"D" and is attached to this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report.
The Company expects to announce the unaudited/audited quarterly results for the year2016-17 as per the following schedule:
|First quarter ||: 3rd week of July 2016 |
|Half-yearly results ||: 2nd week of November 2016 |
|Third quarter ||: 2nd Week of February 2017 |
|Yearly Results ||: By end of May 2017 |
During the year under review BSE Ltd (the stock exchange) suspended the trading ofsecurities of the Company from 27th August 2015. However on submissions andrepresentations made by the Company BSE Ltd. on 29th January 2016 issuednotice for revocation of suspension in trading of equity shares of the company with effectfrom Wednesday February 03 2016.
As on the date of this report the shares of the Company are listed on Bombay StockExchange Limited (BSE) and the Company has paid the annual listing fees for the year2015-16.
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding ' 10 crores and Net worth exceeding '25 crores the said provisions are not applicable. As our Company does not have the paidup share capital exceeding ' 10 crores and Net worth exceeding '25 crores the Corporate Governance Report is not applicable and therefore not providedby the Board.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Ashish M. Shah |
|Place: Ahmedabad ||Chairman cum Managing Director |
|Date : 18/07/2016 ||(DIN: 03129204) |