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Pure Giftcarat Ltd.

BSE: 540492 Sector: Consumer
NSE: N.A. ISIN Code: INE594W01026
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OPEN 12.40
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VOLUME 10000
52-Week high 14.50
52-Week low 8.32
P/E 310.00
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.40
CLOSE 0.00
VOLUME 10000
52-Week high 14.50
52-Week low 8.32
P/E 310.00
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pure Giftcarat Ltd. (PUREGIFTCARAT) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 5th Annual Report together withAudited Financial statements and Auditors' Report for the year ended on 31stMarch 2016.

1. FINANCIAL PERFORMANCE:-

The financial performance of the Company for the year ended 31st March 2016is summarized below:

(Amount in Rs.)
Particulars 2015-16 2014-15
Revenue From Operations 453931127.97 5055845.00
Other Income 0.00 0.00
Net Income 453931127.97 5055845.00
Profit/(Loss) before tax & Exceptional/extraordinary Items 1003118.28 50475.00
Less:
Exceptional/Extraordinary items 0.00 0.00
Profit/(Loss) Before Tax 1003118.28 50475.00
Less: Tax Expense :
- Current Tax 246850.00 9618.00
- Deferred Tax Charge/ (Credit) (817.00) (171819.00)
Net Profit/(Loss) After Tax 757085.28 212676.00

2. REVIEW OF OPERATIONS:-`

The Net Income of your Company for the current year was increased toRs.453931127.97/-as against Rs.5055845.00/- of the previous year. Accordingly theCompany's Net Profit after tax has been increased to Rs. 757085.28/- for the currentyear as against the Net Profit after tax of Rs. 212676.00/- of the previous year.

3. DIVIDEND:-

The Directors have not recommended any dividend on equity shares of the Company.

4. DEPOSITS:-

The Company has not accepted or renewed any Deposit within the meaning of the CompaniesAct 2013.

5. TRANSFER TO RESERVES:-

During the year the Board has not proposed to transfer any amount to Reserves.

6. MEETINGS:-

(i) MEETINGS OF THE BOARD OF DIRECTORS:-

During the year under review 8 (Eight) Meetings of the Board of Directors of theCompany were held. The dates on which the said meetings were held are as follows:

1. 21st May 2015 2. 1st August 2015 3. 3rd September 2015
4. 2nd November 2015 5. 14th January 2016 6. 8th February 2016
7. 8th March 2016 8. 31st March 2016

The number of meetings attended by the Directors during year is as follows:

Name Designation No. of Board Meetings Attended
Shwet Koradiya @ Director 8
Varshaben Koradiya Director 8
Jinaykumar Koradiya Director 8

@ Appointed as a Managing Director w.e.f. 1st July 2016.

(ii) MEETINGS OF MEMBERS:-

During the year under review 4th Annual General Meeting of the Company washeld on 28th September 2015 and 2 (Two) Extra-Ordinary General Meeting wereheld on 31st August 2015 and 8th February 2016.

7. MATERIAL CHANGES AND COMMITMENTS:-

There were no material changes and commitments affecting the financial position of theCompany from the end of the financial year till the date of the Directors' Report.

8. EXTRACT OF ANNUAL RETURN:-

As provided under Section 92(3) of the Companies Act 2013 the extract of the AnnualReturn in form MGT-9 is attached to this report as "Annexure-A".

9. CHANGE IN NATURE OF BUSINESS:-

During the year there was no change in nature of Business of the Company.

10. RELATED PARTY TRANSACTIONS:-

There are no materially significant related party transactions during the year underreview made by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. Thus disclosure in Form AOC-2 is not required.

However after the financial year the Company in its Board Meeting held on 8th August2016 has approved to enter into Related Party Transaction with "Synergy BizconLimited" for Sale purchase or supply of any goods or materials.

11. STATUTORY AUDITORS' AND REPORT:-

M/s. Kansariwala & Chevli Chartered Accountants Surat (Firm Registration No.123689W) appointed in casual vacancy caused by the resignation of M/s. Paras Shah &Co. Chartered Accountants Surat during the year being eligible; offer themselves forappointment for a period of 5 years i.e. from this Annual General Meeting till theconclusion of 10th Annual General Meeting. Further as required under theprovisions of Section 139 and Section 141 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 M/s. Kansariwala & Chevli have confirmed theirconsent as well as eligibility to act as Auditor of the Company.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

12. BOARD OF DIRECTORS:-

Your Company has Three (3) Directors as on 31st March 2016. During thefinancial year there is no change in the Directors of the Company.

• Mr. Shwet Koradiya Director of the Company liable to retire by rotation hasbeen reappointed in 4th Annual General Meeting of the Company held on 28thSeptember 2015.

• After the financial year the Board of Directors in its Board Meeting held on 30thJune 2016 has appointed Mr. Brijesh Mali Mr. Paresh Lathiya and Mrs. Shweta Gandhi as anAdditional Directors of the Company in the capacity of Independence w.e.f. 1stJuly 2016.

• Mrs. Varshaben Koradiya Director of the Company retires by rotation at theensuing 5th Annual General Meeting and being eligible seeks re-appointment.The Board recommends her re-appointment.

13. INDEPENDENT DIRECTORS :-

The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013.

14. KEY MANAGERIAL PERSONNEL:-

During the financial year no Key Managerial Personnel (KMP) was appointed in theCompany.

Appointment:

After the financial year the following persons have been appointed as Key ManagerialPersonnel (KMP) of the Company:

• Mr. Shwet Koradiya has been appointed by the Board as a Managing Director of theCompany w.e.f. 1st July 2016.

• Mr. BhavinChandura has been appointed by the Board as a CFO of the Companyw.e.f.

1st July 2016.

• Mr. Ankitkumar Tank has been appointed by the Board as a Company Secretary ofthe Company w.e.f. 10th August 2016.

15. CHANGE IN THE NAME OF COMPANY:

During the year Name of the Company has been changed from "L'avance DiraysLimited" to "Pure Giftcarat Limited" in the ExtraOrdinary General Meeting of the Company held on 31st August 2015.Consequently Name of the Company has been changed to Pure Giftcarat Limited w.e.f.16th September 2015 upon fresh Certificate of Incorporation issued by theRegistrar of Companies Gujarat.

16. CHANGE IN REGISTERED OFFICE OF THE COMPANY:-

During the year the Board of Directors have approved to shift the Registered Office ofthe Company from "101 Siddh Chambers Taratiya Hanuman Street Gurjar FaliaHaripura Surat – 395003 Gujarat" to "Plot – 828/829 3rdFloor Office–3 Shree Kuberji Complex Athugar Street Nanpura Main RoadSurat–395001 Gujarat"w.e.f. 8th February 2016.

17. INCREASED AUTHORISED CAPITAL:-

During the year your Company has increased its Authorised Share Capital from Rs.10000000/- (Rupees One Crore) divided into 1000000 (Ten Lakh) Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 160000000/- (Rupees Sixteen Crore) divided into16000000 (One Crore Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each in itsExtra-ordinary General Meeting held on 8th February 2016.

18. PRIVATE PLACEMENT/PREFERENTIAL ALLOTMENT:-

During the year your Company in its Extra Ordinary General Meeting held on 8th February2016 has approved the issue of 7000000 Equity Shares of Rs. 10/- each fully paid up at aprice of Rs. 10/- per share on Private Placement basis. The Board has made PrivatePlacement Allotment to the promoters and non-promoters group of Company in its BoardMeeting held on 8th March 2016.

19. RIGHT ISSUE:-

During the year your Board of Directors of the Company in its Board Meeting held on 8thMarch 2016 has approved the issue of 8825000 Equity Shares of Rs. 10/- each on Rightbasis and the allotment of the same has been done to Existing Shareholders in its BoardMeeting held on 31st March 2016.

20. COMMITTEES OF THE BOARD:-

Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act 2013 the Board ofDirectors of the Company in their meeting held on 30th June 2016 hasconstituted Audit Committee comprising following Directors:

Name Designation Category
Mr. Brijeshkumar Mali Chairman NEID
Mr. Paresh Lathiya Member NEID
Mrs. Shweta Gandhi Member NEID

NEID: Non-Executive Independent Director

Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 the Board ofDirectors of the Company in their meeting held on 30th June 2016 hasconstituted Audit Committee comprising following Directors:

Name Designation Category
Mr. Brijeshkumar Mali Chairman NEID
Mr. Paresh Lathiya Member NEID
Mrs. Shweta Gandhi Member NEID

NEID: Non-Executive Independent Director

Stakeholders' Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 the Board ofDirectors of the Company in their meeting held on 20th July 2016 hasconstituted Stakeholders' Relationship Committee comprising following Directors:

Name Designation Category
Mr. Brijeshkumar Mali Chairman NEID
Mr. Paresh Lathiya Member NEID
Mrs. Shweta Gandhi Member NEID

NEID: Non-Executive Independent Director

21. REMUNERATION POLICY:-

The Members of Nomination & Remuneration Committee has formulated Nomination andRemuneration Policy for Directors KMP and Senior Management Staff under Section 178 ofthe Companies Act 2013 in its Committee Meeting held on 20th July 2016.

22. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:-

During the year under review your Company has not made any loans guarantees andinvestments which are governed by the provision of section 186 of the Companies Act 2013.

23. DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorsconfirm that –

(i) in the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards had been followed and no material departureshave been made for the same;

(ii) appropriate accounting policies have been selected and applied and such judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year 31stMarch 2016 and of the profitof the Company for that period;

(iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operatingeffectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and operating effectively.

24. 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 weaknesses in the design or operation were observed.

25. PARTICULARS OF EMPLOYEES:-

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given below.

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence there is no extra stepstaken for energy saving. However the Company is using electricity in office and Regularsteps have been taken to improve energy consumption by using LED lights in officepremises. Further during the year your Company has not made any capital investment onenergy conservation equipment. Your Company is using Electricity as source of energy only.

B. Technology Absorption:

The project of your Company has no technology absorption hence no particulars areoffered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

27. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:-

The Company does not have any Subsidiary Joint Venture or an Associate Company.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:-

During the year no complaints were received by the Company relating to sexualharassment at workplace.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:-

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

30. ACKNOWLEDGEMENT:-

Your Directors would like to express their grateful appreciation for the assistance andCooperation received from the financial institutions Government Authorities CustomersVendors and Members during the year under review. Your directors also wish to place onrecord their deep sense of appreciation for the committed services of executives staffand workers of the Company.

By Order of the Board of Directors
PURE GIFTCARAT LIMITED
SHWET KORADIYA JINAYKUMARKORADIYA
Chairman & Managing Director Director
DIN:03489858 DIN:03362317
Place: Surat
Date: 05/09/2016