To the Members
Your directors present herewith the 25th Annual Report together with the auditedFinancial Statements of your Company for the year ended 31st March 2016:-
|Financial Highlights || || |
|The Financial Highlights for the year are as under: || ||(Amount in Lakhs) |
|Particulars ||Year ended March 31 2016 ||Year ended March 31 2015 |
|Revenue from operations ||877.74 ||304.11 |
|Other Income ||130.39 ||168.27 |
|Less: Operational & Other expenses ||891.50 ||319.91 |
|Profit/(Loss) before Depreciation ||116.63 ||152.47 |
|Less: Depreciation ||216.35 ||3.15 |
|Less: Finance Cost ||6.26 ||6.64 |
|Profit/ (Loss) Before Taxation ||(105.98) ||142.68 |
|Less: Provision for Tax ||-- ||46.60 |
|Less: Prior Years Income Tax ||1.09 ||9.16 |
|Net Profit after Tax ||(107.07) ||86.92 |
Review of Operations:
For the year ended March 2016 your Company has recorded revenue of Rs. 877.74 lacs ascompared to Rs. 304.11 lacs in the previous year. The company has incurred (Loss) of Rs.(107.07) lacs as against net profit of Rs. 86.92 lacs in the previous year.
During the year your Company has continued to deal in textile products majorly and thecontinuous efforts are being made in the field of Real estate business mainly orientedtowards Re-development projects.
Transfer to reserves:
The debit balance of Profit & Loss account is transferred to reserves in Balancesheet.
Directors do not recommend any dividend for the financial year 2015-16 considering theloss incurred during the year.
During the year under review there were no changes in the capital structure of theCompany. Accordingly the paid up share capital of the Company as on 31st March 2016 isINR- 392266900/- comprising of 78453380 equity shares of Rs. 5/- each.
Listing application with National Stock Exchange of India Ltd (NSE)
During the Current financial year company has filed an application for listing of itsEquity shares with National Stock Exchange of India Ltd (NSE) during the month of October2015. This will benefit the company to gain national importance and widespreadrecognition.
The Company has not accepted any public deposits under Chapter V of Companies Act 2013during the year. Therefore the disclosure requirements are not applicable
Directors and Key Managerial Personnel:
The Company has 4 (Four) Directors comprising of 3 (Three) Independent Directors 1(One) Managing Director & Chief financial Officer of the Company
Mr. Rakeshchand M. Jain is Managing Director and Chief Financial Officer of theCompany.
Mr. H.P Chourasia and
Mr. S.L. Ojha are Independent directors on the Board.
Ms. Ranjana M Sharma was appointed as an Additional independent Director on 13thFebruary 2016 for terms of five years.
Ms. Madhuri A Gupta has resigned from the directorship w.e.f. 06th October 2015. TheBoard placed on record its appreciation for the service rendered by her during the tenurewith the Company.
The Company has received necessary declaration from Mr. H.P Chourasia Mr. S.L. Ojhaand Ms. Ranjana M Sharma Independent Directors of the Company under section 149(7) of theCompanies Act 2013.
Key Managerial Personnel and changes
During the year Mr. Ashok Chhaganbhai resigned from the post of Company Secretary andCompliance officer with effect from the closure of business hours of October 06 2015 andMs. Nidhi Baglikar then took over as a Company Secretary and Compliance officer of theCompany who was also designated as Key Managerial Personnel with effect from October 132015 who then resigned with effect from April 25 2016. Presently Ms. Shilpa Dedhiya wasappointed as Company Secretary and Compliance officer with effect from 01.07.2016.
Rakeshchand M. Jain is Managing Director was appointed as Chief Financial Officer ofthe Company w.e.f. February 13 2016.
Committees of the board:
During the year in accordance with the Companies Act 2013 the Board re-constitutedits Committees. There are currently four Committees of the Board as follows: I. AuditCommittee II. Nomination and Remuneration Committee III. Stakeholders RelationshipCommittee IV. Risk Management Committee Details of all the Committees along with theircharters composition and meetings held during the year are provided in the "Reporton Corporate Governance" forming part of this Report.
Number of meetings of the board:
During the year there were seven (7) board meetings held and the details of BoardMeetings held in Financial Year 2015-16 is stated in corporate governance report thatforms part of this Annual Report. The intervening gap between any two meetings was withinthe period prescribed by the Companies Act 2013. The maximum interval between any twomeetings did not exceed 120 days
Our definition of Independence of Directors is derived from Regulation16(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based onthe confirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent: Ms.Ranjana M Sharma Mr. H. P. Chourasia Mr. S. L. Ojha
According to the provisions of section 134(3)(p) of the Companies Act 2013 andSchedule IV of the Companies Act 2013 and in accordance to Regulation 17(10) of theListing Regulations 2015 the Board has carried out the annual evaluation of its ownperformance as well as the evaluation of the working of its Committees and individualDirectors including Chairman of the Board. Committee performance was evaluated on thebasis of their effectiveness in carrying out respective mandates. Peer assessment ofDirectors based on parameters such as participation and contribution to Boarddeliberations ability to guide the Company in key matters knowledge and understandingof relevant areas were received by the Board for individual feedback.
The Board acknowledged certain key improvement areas emerging through this exercise andaction plans to address these are in progress. The performance evaluation of the Chairmanwas carried out by the Independent Directors at a separate meeting of the IndependentDirectors.
Risk and Management Policy:
The Company has constituted a Risk Management Committee (RMC) which has been entrustedwith responsibility to assist the Board in (a) Overseeing the Companys riskmanagement process and controls risk tolerance and capital liquidity and funding (b)Setting strategic plans and objectives for risk management and review of risk assessmentof the Company (c) Review the Companys risk appetite and strategy relating to keyrisks including credit risk liquidity and funding risk market risk product risk andreputational risk as well as the guidelines policies and processes for monitoring andmitigating such risks (d) The Committee has also approved and adopted Risk Committee (RMC)charter. The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a companys capacity to create sustainablevalue is the risks that the company is willing to take (at strategic and operationallevels) and its ability to manage them effectively. Many risks exist in a companysoperating environment and they emerge on a regular basis. The Companys RiskManagement process focusses on ensuring that these risks are identified on a timely basisand addressed. In the opinion of Board there are no elements of risks threatening theexistence of the company.
Internal Financial Controls
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by Management and the relevant Boardcommittees including the Audit Committee the Board is of the opinion that theCompanys internal financial controls were adequate and effective during thefinancial year 2015-16.
Directors Responsibility Statement
Pursuant to the provisions of section 134(3)(C) read with Section 134(5) of thecompanies act 2013 your Directors Confirms that:
I. In preparation of the annual accounts for the FY ended March 31 2016 theapplicable accounting standards have been followed.
ii. 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 at the end of the financial year & ofthe Loss of the Company for the year ended on that date.
iii. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The directors have prepared the annual accounts on a going concern basis.
v. The directors have laid down internal financial controls which are adequate and areoperating effectively; and
vi. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
Significant and Material Orders
There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and companys operations in futureduring the year March 31 2016.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Extract of the annual return
As per Section 92(3) of the Companies Act 2013 the details forming part of theextract of the Annual Return in the prescribed Form MGT-9 is annexed to this report as"Annexure 1".
Related Party Transactions
There have been related party transactions between the Company and the Directors ortheir relatives. The Audit Committee pre-approves all related party transactions. Thedetails of the related party transactions undertaken during the financial year are placedat the meeting of the Audit Committee held in the succeeding quarter.
All contracts / arrangements / transactions with related parties that were executed inFY 2015-16 were in the ordinary course of business and at an arms length. During theyear there were no related party transactions which were materially significant and thatcould have a potential conflict with the interests of the Company at large. All relatedparty transactions are mentioned in the notes to the accounts. The particulars of materialcontracts or arrangements with related parties referred to in Section 188(1) is given inprescribed Form AOC - 2 is annexed to this Report as "Annexure 2" As requiredunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Related Party TransactionsPolicy which has been put up on the website of the Company athttp://www.srkindltd.co.in/corporate-governance.html. The Company has developed anoperating procedures manual for identification and monitoring of related partytransactions.
Disclosure under the Prevention of Sexual Harassment Act
There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Companys policy on Directors appointment and remuneration:
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is annexed to this reportas "Annexure 3"
Management Discussion and Analysis:
The Managements Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this report as "Annexure4"
Statutory Auditors and Auditors observations:
Your Company has appointed M/s. V. R. Renuka & Co. (Firm Reg. No. 108826W)Chartered Accountants as Statutory Auditor for the period of four years at its AnnualGeneral Meeting held on 29th September 2015 subject to the ratification by the membersin every Annual General Meeting. In compliance to the provisions of Section 139 of theCompanies Act 2013 the appointment of the statutory auditors is to be ratified by themembers at the forthcoming Annual General Meeting. Statutory Auditor has given theirconsent for ratification of their appointment for financial year 2016-17. Accordingly themembers will be required to ratify the appointment of Auditors for the current financialyear and fix their remuneration.
There were no qualifications reservations adverse remarks or disclaimers in thereport of Statutory Auditors of the Company. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company in the year under review. Allobservations of Auditors are self-explanatory and therefore do not call for any furthercomments by Directors in this report.
Secretarial Auditor Report
In accordance with the provisions of Section 204 of the Companies Act 2013 read withrules there under the Company had appointed Shreyans Jain& Co. Practicing CompanySecretary to conduct the secretarial audit of the Company for the financial year 2015-16.During the Secretarial Audit following observation made by Mr. Shreyance Kumar JainPracticing Company Secretary:
a. In terms of the provisions of Section 203 of the Companies Act 2013 the Company isrequired to have whole time Chief Financial Officer as specified in clause (iii) of sub -Section (1) of the said Section the appointment of which was made during the year afterthe time allowed to comply with the said requirement elapsed. b. the corrected eform 5INVfor the year 2015 as required to be filed with MCA in terms of provisions of InvestorEducation and Protection Fund (Uploading of Information regarding unpaid and unclaimedamounts lying with companies) Rules 2012 is yet to be filed.
COMMENTS ON OBSERVATION BY SECRETARIAL AUDITOR
a. The Board of Directors at its meeting held on 13th February 2016 had made theappointment of Chief Financial Officer.
b. The Company had already filed vide SRNS44351062on 22.12.2015 eform 5INV howeverdue to errors and updation of MCA portal the eform is getting rejected and the Company isin process of mitigation of the error and will submit the details shortly.
The secretarial audit report in Form MR-3 for FY 2015-16 as annexed to this Report as"Annexure 5".
A separate report on Corporate Governance is annexed to this Report. The certificatereceived from the Auditors of the Company confirming compliance to the conditions ofCorporate Governance as stipulated in Regulation 34 and Schedule V of Listing Regulations2015 is annexed to Report on Corporate Governance as "Annexure 6".
Vigil Mechanism/Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors andemployees to report their genuine concerns or grievances and reports any non-complianceand wrong practices e.g. unethical behavior fraud violation of law inappropriatebehavior /conduct etc. The Vigil Mechanism / Whistle Blower Policy is uploaded on theWebsite of the Company at www.srkindltd.co.in
Particulars of loans Guarantees or Investments by the Company
The particulars of loans guarantees and investments covered under the provision ofSection 186 of the Companies Act 2013 is stated in the Notes to Account which forms partof this Annual Report.
Particulars of employees
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
The Company does not have any subsidiary Company.
The Company has electronic connectivity with both depositories namely CentralDepository Services (India) Limited and National Securities Depository Limited. As onMarch 31 2016 84.13% of the Companys paid-up share capital representing 78453380equity shares is in dematerialized form. In view of the numerous advantages offered by theDepository system Members holding shares in physical mode are requested to avail of thefacility of dematerialization of the Companys shares on either of Depositories.
Conservation of energy technology absorption & foreign exchange earnings andoutgo:
During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules 2014 withreference to Conservation of Energy and Technology Absorption. There was no foreignexchange inflow or outgo during the year under review.
Your Directors wish to place on record their appreciation for the support andco-operation which the Company continues to receive from its associates bankers andCustomers. The Directors are also thankful to the shareholders for their unstinted supportto the Company.
| ||For and on behalf of the Board of |
| ||S R K Industries Limited |
| ||Sd/- |
|Place: Mumbai ||Rakeshchand M. Jain |
|Dated: 25.08.2016 ||Chairman & Managing Director |
| ||DIN : 00187350 |