The Members of
Shangar Decor Limited
The Company very much pleased to intimate the shareholders that Company has receivedTrading Approval from BSE Limited during January 2017. The Shareholders will have betterliquidity of their investments in the times to come. Company is much thankful to itsstakeholders for their continuous support and trust posed in the management of theCompany.
The Directors have pleasure to present their 22nd Annual Report and theaudited Annual Accounts for the year ended 31stMarch 2017.
|Particulars ||Current Year 2016 - 17 ||Previous Year 2015 - |
| ||INR ||16 INR |
|Total Income ||38708288 ||38806889 |
|Total Expenses ||40095670 ||38121655 |
|Profit Before tax ||1554039 ||685233 |
|Provision for Tax & Deferred Asset/ Liab. || || |
|1. Current tax ||480281 ||211737 |
|2. Deferred tax ||84823 ||24891 |
|3. Prior Period Adjustment ||- ||- |
|Profit After Tax ||989205 ||448605 |
|EPS: Basic & Diluted ||0.32 ||0.15 |
During the year under review Company earned Net Profit After Tax almost 200% time morecompared to last year. The Net Profit of the Company during the year 2016 17 is INR 9.89Lakhs compared to FY 2015 16 of INR 4.49 Lakhs.
No dividend is recommended by the Board of directors in view of limited profit for theFinancial Year ended 31st March 2017.
Directors' Responsibility Statement:
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2016-17 the Board of Directors states that:
(1) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(2) 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 31st March2017 and of the profit and loss account of the company for that period.
(3) The Directors have 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.
(4) The Directors have prepared the annual accounts on a going concern basis.
(5) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(6) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Management Discussion and Analysis Report:
A detailed discussion on the Company's operations is presented in the chapter onManagement Discussion and Analysis which forms part of this Annual Report.
Regulation 17 to 27 of SEBI (LODR) Regulation 2015 is not applicable to the Company asthe Paid Up Share Capital and Turnover of the Company are less than the minimum prescribedlimits. Certificate of the Auditors in this regard is annexed to the Board's Report.
The Company has not invited or accepted any fixed deposit from the public during theyear under review.
Subsidiaries and Joint Venture:
Company does not have any subsidiary companies. Company has not made any investment inJoint Venture Companies.
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.
Niral Parikh & Associates. Chartered Accountant Ahmedabad the statutory auditorof the Company were appointed as Statutory Auditors of the Company for auditing the
Financial Statement of Financial Year 2015-16 for the term of five years. Theirappointment is subject to ratification by the members in every annual general meeting.They have furnished a certificate regarding their eligibility for reappointment asStatutory Auditor of the Company pursuant to Section 139(1) of Companies Act 2013 readwith rules framed there under.
The Auditors' report for financial year 2016-17 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remark.
Viral Ranpura Company Secretary in practice was appointed as Secretarial Auditor ofthe Company and they have issued a Report under provisions of Section 204 of Companies Act2013 and is placed as annexure to this report. The Secretarial Audit Report is selfexplanatory and does not require any comments or clarification.
Provisions of Section 148 of Companies Act 2013 are not applicable to the Company andhence no disclosures are required in that regard.
The Board comprises of 6 (Six) Directors of which 3 (Three) are Independent Directors.Directors Retiring By Rotation
Mr. Saumil Shah (holding DIN: 01601299) a Directorwhose terms of office is liable to determination by retirement of Directors by rotationunder section 152 of Companies Act 2013 and being eligible offers herself forreappointment. Directors recommend his re appointment.
Resignation of Directors:
During the year none of the Directors of the company have resigned from Board.Declaration on Independent Directors:
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2017-18 confirming that they meetthe criteria of independence as prescribed under the Act and erstwhile Listing Agreementand SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Number of Meetings of the Board:
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings were held as and when necessary. During the year under reviewthe Board met Eight times and the proceeds of the Board Meeting have been duly recorded inminutes book.
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. Directors of the Company strictly follow theprocess and criteria as prescribed by the committee.
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 and NonIndependentDirectors while the process of evaluation of the Independent Directors was coordinated bythe Chairman of the Company. Based on this Chairman of the Company briefed the Board andeach of the Individual Directors as applicable.
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 contribution toProvident 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;
- 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 maximum Rs. 2500/- for each meeting of the Board or any Committeethereof attended by them;
- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.
Particulars of Employees and Related Disclosures:
There are no employees in the company hence no disclosure under provisions of Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2015 are required.
Risk Management Vigil Mechanism Policy:
In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business.
The Company has adopted a Whistle Blower Policy since March 2015 in compliance witherstwhile Listing Agreement and Companies Act 2013. The Policy empowers all theStakeholders to raise concerns by making Protected Disclosures as defined in the Policy.The Policy also provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and also provides for direct access to the Chairman of theAudit Committee in exceptional cases. The functioning of the Whistle Blower mechanism isreviewed by the Audit 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.
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.
Extracts of Annual Return and other disclosures under Companies (appointment &Remuneration) Rules 2014:
The Extract of Annual Return in form No. MGT-9 as per Section 134 (3)(a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies(Management & Administration) Rules 2014 duly certified is annexed heretoand forms part of this report. Rule 5 of the Companies (Appointment & Remuneration)Rules 2014 is also annexed hereto and forms part of this report.
Particulars of Loans guarantees or investments:
The particulars of Loans Guarantees or investments as covered under provision ofsection 186 of the Companies Act 2013 made by the company during financial year 2016-17are given under the respective head and the same is furnished in the notes to thefinancial statement.
Related Party Transactions:
There are no materially significant transactions with related parties i.e. promotersDirectors or the Management their subsidiaries or relatives conflicting with theCompany's interest. There are no transaction took place with related party which areconsidered to be not in the normal course of Business.
Conservation of Energy technology absorption foreign exchange earnings and outgo:
The Particulars regarding foreign exchange earnings and expenditure is NIL. Since yourcompany does not own any manufacturing facility the other particulars in the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are notapplicable.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2016-17 the Company has not received any complaint on sexual harassment.
The Board of Directors wishes to place on record its appreciation for the cooperationextended by Banks Government Authorities Customers Shareholders and Employees of theCompany and looks forward to a continued mutual support and co-operation.
|Regd. Office: || |
|4 Sharad Flats Opp-Dharnidhar Temple ||By Order of the Board |
|Ahmedabad-380007 ||Shangar Decor Limited |
|Date: 01/09/2017 || |
|Place: Ahmedabad ||Samirbhai Shah |