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Pervasive Commodities Ltd.

BSE: 517172 Sector: Others
NSE: N.A. ISIN Code: INE443P01020
BSE LIVE 14:21 | 14 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.60
PREVIOUS CLOSE 9.15
VOLUME 100
52-Week high 9.60
52-Week low 0.00
P/E 2.19
Mkt Cap.(Rs cr) 0
Buy Price 9.60
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.60
CLOSE 9.15
VOLUME 100
52-Week high 9.60
52-Week low 0.00
P/E 2.19
Mkt Cap.(Rs cr) 0
Buy Price 9.60
Buy Qty 900.00
Sell Price 0.00
Sell Qty 0.00

Pervasive Commodities Ltd. (PERVASIVECOMM) - Director Report

Company director report

Dear Members

Your Directors are glad to inform that suspension in trading of Equity Shares of theCompany has been revoked and is permitted for trading on BSE Ltd w. e. f. 13.06.2014 under“T” Group. Members of the Company will now have better liquidity for theirinvestments.

Directors of the Company in their board meeting held 08th September 2014 have approvedthe draft scheme of arrangement by way reduction of share capital u/s 391 and 394 ofCompanies Act 1956 proposing to reduce the share capital of the Company by 90% bycancelling 9 equity shares of Rs. 10/- each against every 10 equity shares of Rs. 10/-each held by the shareholders. The Scheme was subsequently approved by the BSE Ltd underclause 24(f) of Listing Agreement. The Scheme was submitted to Hon'ble High Court ofGujarat AT Ahmedabad and was subsequently admitted. Hon'ble High Court of Gujarat atAhmedabad vide its oral order dated 16.02.2015 ordered to convene meeting of theshareholders on 20.03.2015 at the registered office of the Company. Members of the Companyin their duly convened meeting approved the Scheme of arrangement by way of reduction ofshare capital with requisite majority. Report of scrutinizer along with supportingdocuments was submitted to the Hon’ble Court. Petition for sanctioning theaforementioned scheme was also submitted to Hon’ble Court and consequent to thatHon’ble Court vide its oral order dated 20.04.2015 has ordered to issue a notice toCentral Government for their relevant report.

After approval of the scheme Financial statements of the Company will reveal truenature of financial position.

Your Directors feel pleasure in presenting their 30th Annual Report together with theAudited Statements of accounts for the Financial Year ended on 31st March 2015.

1. FINANCIAL RESULTS:

During the year under review the Company has shown notable performance. The extractsof financial results 2014-15 are as under:

(Rs. In Lacs)
Particulars Current Year 2014 - 15 Previous Year 2013 - 14
Rs. Rs.
Total Revenue 15.76 16.85
Profit before Depreciation and Tax (20.96) (12.72)
Profit Before tax and exceptional items (20.96) 3.28
Exceptional Items - -
Profit Before Tax (20.96) (12.72)
Current Tax - -
Deferred Tax - -
Excess in provision for current tax for earlier years. - -
Profit after Tax (20.96) (12.72)
Add: Balance Brought forward (78.61) (65.89)
Balance Carried to Balance Sheet (99.57) (78.61)

2. DIVIDEND:

During the Financial Year 2014-15 due to considerable financial loss Directors do notrecommend any Dividend.

3. FINANCE

A. DEPOSITS AND LONG TERM BORROWINGS:

During the year Company has not accepted any Deposits or long term borrowings from anyparty.

B. RELATED PARTIES TRANSACTIONS

During the year Company has not entered in to any related party transactions exceptpayment of remuneration and hence no such disclosures have been made in relevant sectionof Related Party Transactions.

4. SUBSIDIARIES AND JOINT VENTURE

Company does not have any subsidiary companies. Company has not made any investment inJoint Venture.

5. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2014-15 the Board of Directors states that:

a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;

b) 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 on 31st March 2015 and of the profitsfor the year ended 31st March 2015;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

6. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.

7. AUDITORS:

STATUTORY AUDITORS:

M/s Arpan Chudgar & Associates Chartered Accountant Ahmedabad were appointed asStatutory Auditors of the Company in its 29th Annual General Meeting for the term of sixyears. However to their preoccupation they tendered their resignation w. e. f. 01st March2015.

Hence the Board of Directors in their Board Meeting held on 05th March 2015 hasappointed M/s Jignesh Domadiya & Co. Chartered Accountant Ahmedabad as the statutoryauditor of the Company. They shall retire at the ensuing Annual General meeting and areeligible for reappointment. They have furnished a certificate regarding their eligibilityfor reappointment as Statutory Auditor of the Company pursuant to Section 139(1) ofCompanies Act 2013 read with rules framed thereunder. The Board of Directors recommendtheir appointment till the conclusion of sixth Annual General Meeting subject to approvalof the members in each Annual General Meeting.

The Auditors’ report for financial year 2014-15 is self explanatory and forms partof this Annual Report and does not contain any qualification reservation or adverseremark.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed M/s. J Akhani Associates Company Secretaries Ahmedabad asSecretarial Auditors of the Company for FY 2014-15. A Secretarial Audit Report for FY2014-15 is annexed herewith as Annexure A.

There are no adverse observations in the Secretarial Audit Report which call forexplanation.

The Board has appointed M/s J Akhani & Associates Company Secretaries Ahmedabadas Secretarial Auditors of the Company for FY 2015-16.

8. DIRECTORS AND KEY MANAGARIAL PERSONNEL:

APPOINTMENT AND RESIGNATION

Board of Directors in their Board Meeting held on 12.05.2014 has appointed Ms. RomitaJaiswal as Company Secretary and Compliance officer of the Company u/s 203 of CompaniesAct 2013 and Listing Agreement.

Subsequent to the notification of section 149 of Companies Act 2013 the Board ofDirectors of the Company in their Board Meeting held on 25.03.2015 has appointed Ms.Alkaben Kulkarni as Woman Independent Director whose term shall expire on conclusion of30th Annual General Meeting.

RE APPOINTMENT OF DIRECTORS

There are no Directors on the Board whose term expires at this 30th Annual GeneralMeeting and hence the Board does not recommend any Reappointment of Directors.

DIRECTORS RETIRING BY ROTATION

Mr. Gordhan Patel a Director whose terms of office is liable to determination byretirement of Directors by rotation under section 152 of Companies Act 2013 and beingeligible offers himself for reappointment. Directors recommend his re appointment.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2014-15 confirming that they meetthe criteria of independence as prescribed under the Act and Clause 49 of ListingAgreement.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met fifteen times.

POLICY ON DIRECTORS' APPOINTMENT

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification / appointment of Directors which are as under:

Criteria for Appointment:

A) The proposed Director shall meet all statutory requirements and should:

- Possess highest values ethics and integrity.

- Not have any direct or indirect conflict with business operations.

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.

- Chairman himself can also recommend a person to NRC.

- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.

- Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation

The Board considered and approved criteria for performance evaluation of itself andthat of its committees and individual directors as follow:

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation meetings.

Criteria for Independent and Non Independent Directors' evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders' interest.

MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors’ meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wascoordinated by the Chairman of the Company. Based on this Chairman of the Company briefedthe Board and each of the Individual Directors as applicable.

9. REMUNERATION REMUNERATION POLICY

The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:

A) Components of Remuneration

- Fixed Pay comprising Basic Salary HRA Car Allowance (applicable to General Managers& above employees) Conveyance Allowances / Reimbursement Company’s contributionto Provident Fund Superannuation Fund Gratuity etc.

- Variable Pay which is either in the form of:

Commission to Managing Directors and Commission to Whole-time Directors

B) Annual Appraisal process:

Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:

- Employees self-assessment

- Assessment by Immediate Superior and

- Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of

- Economic Rise based on All India Consumer Price Index published by the Government ofIndia or Internal Survey wherein inflation on commonly used items is calculated.

Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors asfollows:

- Sitting Fees of Rs. 2500/- for each meeting of the Board or any Committee thereofattended by them;

- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As the Directors of the Company have not been paid any remuneration disclosure underprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required.

10. AUDIT AND RISK MANAGEMENT:

During the year the Board decided that the Audit Committee shall also carry out therole of Risk Management and so Audit Committee has been renamed as Audit and RiskManagement Committee and also changed its terms of reference in this context.

COMPOSITION OF AUDIT COMMITTEE

Name of Director Category of Directorship
Mr. Bhavin Patel Chairman - Independent Director
Mr. Kandarp Kinariwala Member - Independent Director
Mr. Jitendra Mehta Member - Independent Director

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy since March 2015 in compliance withListing Agreement and Companies Act 2013. The Policy empowers all the Stakeholders toraise concerns by making Protected Disclosures as defined in the Policy. The Policy alsoprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. The functioning of the Whistle Blower mechanism is reviewed by theAudit Committee on a quarterly basis.

RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed various risks factors with potential impact onthe Company in achieving its strategic objectives or may threaten its existence. ThePolicy lays down procedures for risk identification assessment monitoring review andreporting. The Policy also lists the roles and responsibilities of Board and RiskManagement Committee.

11. ENVIRONMENT HEALTH AND SAFETY

The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.

12. CORPORATE GOVERNANCE

As stipulated by Clause 49 of the Listing Agreement Report on Corporate Governanceforms part of this Annual Report. Certificate of the Auditors regarding compliance withthe conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreementis annexed to the Board’s Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated by Clause 49 of the Listing Agreement the Management Discussion andAnalysis Report form part of this Annual Report.

14. CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION. FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2014-15 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2014.

15. THE EXTRACTS OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed to this Directors’Report.

16. APPRECIATION AND ACKNOWLEDGMENT

The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.

PLACE: AHMEDABAD BY ORDER OF THE BOARD
DATE: 30.05.2015 FOR STARVOX ELECTRONICS LIMITED
JITENDRA MEHTA
MANAGING DIRECTOR