The members of
Sumeru Industries Limited
Your Directors have pleasure in presenting herewith the 23rdAnnual Report on thebusiness and operations of the Company together with audited accounts for the financialyear ended on 31st March 2016.
1. Performance of the Company:
(Amount in Lacs.)
|Particulars ||2015-16 ||2014-15 |
|Income from Operation ||391.69 ||17.00 |
|Other Income ||32.89 ||29.69 |
|Total income ||424.58 ||46.69 |
|Total Expenditure before tax and dep. ||415.64 ||40.34 |
|Profit/(loss) before tax and dep. ||8.94 ||6.35 |
|Provision for depreciation ||8.40 ||5.17 |
|Net profit/(loss) after tax for the year ||0.58 ||1.22 |
|Add: balance B/F from previous year ||293.37 ||292.15 |
|Profit available for appropriation ||0.58 ||1.22 |
|Less: Excess/ (short) Provision ||0 ||0 |
|Balance carried to next year ||293.95 ||293.37 |
2. Year under Review:
During the year under review the Company has earned total Income of Rs. 42458002/-from trading activity. During Previous
year Company's total income was of Rs. 4668997/- from Management Consultancyservices. After deducting all administrative expenses and depreciation and necessaryadjustments for taxation etc. the Company has earned a net profit of Rs. 58392/-(previous year of Rs. 122516/-).
3. State of Company's Affairs
Company has started business in new segment i.e. Trading. Though it is a new line ofbusiness for the Company the Company has earned negligible profit from the new businessin the current year turnover is remarkably high and Company is looking forward to earngood amount of profit in the coming years.
4. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.
Except the information given in this report no material changes have taken place aftercompletion of the financial year up to the date of this report which may have substantialeffect on business and finances of the Company.
Due to business needs in future the directors do not recommend any dividend for thefinancial year.
6. Unclaimed Dividend:
The Company does not have any outstanding unclaimed dividend which is required to betransferred to the Investor Education and Protection Funds as per the provisions ofCompanies Act 1956. The Company does not have any outstanding liability on account ofInterest and principal of Deposits Debentures or Share Application Money.
7. Share Capital Structure:
During the year under review there were no changes in the
Authorised Issued Subscribed and paid up Share Capital Structure of the Company.
During the year under review your Company has neither invited nor accepted any publicdeposit as defined under Section 77 of the Companies Act 2013.
9. Particulars of loan guarantees or investments under section 186:
Company has not given any loan not provided any guarantee or any security inconnection with a loan to any other body corporate or person during the year underpreview.
10. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
No such order has been passed.
11. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
Board members are of the view that commensurate with the size and nature of thebusiness your Company has maintained adequate Internal Financial control system.
12. Corporate Social Responsibility:
As per Section 135 of the Companies Act 2013 and Rules of Companies (Corporate SocialResponsibility policy) 2014 every company having net worth of rupees five hundred croreor more or turnover of rupees one thousand crore or more or a net profit of rupees fivecrore or more during any financial year shall constitute a Corporate Social ResponsibilityCommittee.
As Company does not come under the ambit of above mentioned provisions Company has notformed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts)Rule 2014 regarding disclosure of contents of Corporate Social Responsibility Policy isnot applicable to the Company.
13. Conservation of energy technology absorption foreign exchange earnings and outgo:
The information requires to be disclosed in the report of the Board of Directors as perthe provisions of Section 134(3)(m) of the Companies Act 2013 and Rule 3 of the Companies(Accounts) Rules 2014 regarding the conservation of energy technology absorptionforeign exchange earnings and outgo are not applicable to the Company during the yearhence not given herewith. There were no foreign Exchange earnings or outgo during theyear.
14. Demateriaiization of securities:
Your Company's Equity shares are admitted in the system of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company had signed tripartite Agreement throughRegistrar and Share Transfer Agent M/s Bigshare Service Private Limited. The Investors areadvised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE 764 B01029. Total Share dematerialized up to 31st March2016 were 54187499 which constitute 75.26% of total capital. Your Directors request allthe shareholders to dematerialize their shareholding in the Company as early as possible.
15. Statutory Auditors:
M/s Nitin K. Shah & Co. Chartered Accountants were appointed as a firm ofStatutory- Auditor of the Company for three (3) consecutive years i.e. for the Financialyear 2014-15 2015-16 and 2016-17 provided that their appointment shall be subject to
ratification in every Annual General Meeting by way of passing of an OrdinaryResolution.
As per requirements of Companies (Audit and Auditors) Rules 2014 necessary resolutionfor ratification of their appointment as the Statutory Auditors for Financial year2016-17and fixing their remuneration is proposed to be passed at ensuing Annual GeneralMeeting.
16. Internal Auditors
In order to make proper compliance with the provisions of Corporate Governance theCompany had appointed M/s. Shailesh Patel & Co. Chartered Accountants as InternalAuditors. They are regularly submitting their reports to the Audit Committee of theCompany. They have agreed to be reappointed as the Internal Auditors for the.next term.
17. Secretarial Auditor and report thereon:*
M/s Kamlesh M. Shah Practicing Company Secretary was appointed as Secretarial Auditorfor the financial year 2016-17 as per Section 204 of the Companies Act 2013 andSecretarial Audit report for the year is part of the Board's Report and attached asAnnexure-1
The Secretarial Auditor has not made any remarks in their report which may require anyfurther clarification from the Board.
18. Cost Auditor
As our company is neither engaged in the production of goods nor providing services asprescribed under section 148 of the Company's Act2013. Company is not required to appointcost auditor.
19. Extract of Annual Return:
The extract of the annual return in Form No. MGT -9 is part of the Board's report andattached herewith as Annexure- II.
20. Declaration as to Independent Directors:
(Pursuant To Provisions of Section 149(6) of the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(a) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(b) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(c) (i) Independent Directors are or were not a Promoter of the Company or its Holdingor subsidiary or associate company.
(ii) Independent Directors are or were not related to promoters or directors in thecompany its holding subsidiary or associate company.
(d) Independent Directors have or had no pecuniary relationship with the company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year.
(e) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhsrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year
(f) Independent Directors neither himself nor any of his relatives
i. Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which he is proposed to beappointed.
ii. Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of-
(A) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or Associate company amounting to ten per cent or more of thegross turnover of such firm;
iii. Holds together with his relatives less than two percent share or total votingpower of the company; or
iv. Is a Chief Executive Officer or director by whatever name called or anynon-profit organization that receives twenty five per cent or more of its receipts fromthe Company any of its promoters directors or its holding subsidiary or associatecompany or that holds two per cent or more of the total voting power of the company; or
21. Director's Responsibility Statement:
Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 theDirectors of your Company confirm that-
(a) in the preparation of the annual accounts as far as possible and to the extentmentioned by the Auditors in their report the applicable accounting standards has beenfollowed and no material departure has been made from the same;
(b) 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 affair of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
(c) 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 for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operativeeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. Disclosure as per companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:
Total Remuneration expenses: Rs. 577000/- Managerial Remuneration Expenses: Rs.199000/- Other employees Remuneration: Rs. 378000/-
ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
No Director except the Company Secretary and CFO is paid remuneration during the year.The percentage increase in remuneration paid to the Company Secretary is 10% over that oflast year.
iii) The percentage increase in the median remuneration of other employees in thefinancial year is 10%
iv) The number of permanent employees on the rolls of company is 5
v) The explanation on the relationship between average increase in remuneration andcompany performance;
The increase in remuneration is considered on the overall economic condition Industrytrend and inflation pressure
vi) Comparison of the remuneration of the Key managerial personnel against theperformance of the company;
No Director except the Company Secretary and CFO is paid remuneration during the yearand the same is in accordance with the performance of the Company.
vii) Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year;
Closing Market Price of shares of Company as on 31/03/2015: Rs.0.55/- Closing MarketPrice of shares of Company as on 31/03/2016: Rs.1.15/- Earnings Per share for thefinancial year ended on 31/03/2015 : Rs.0.002/- Earnings per share for the financial yearended on 31/03/2016: Rs.0.0008/- Based on the Closing Price as on 31st March 2016 P/ERatio is 1437
viii) Average percentile increase made in the salaries of employees other then themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;
No Key Managerial Personnel except the Company Secretary & CFO is paid remunerationduring the year and average percentile increase in their remuneration is in line with thatof employees i.e. 10%.
ix) Comparison of the remuneration of each key managerial personnel against theperformance of the company -
No Key Managerial Personnel except the Company Secretary & CFO is paid remunerationduring the year. Whereas operation income of the Company is received from tradingactivities and other income are generated as dividend income from Investment made by theCompany.
x) The key parameters for any variable component of remuneration availed by thedirectors;
NOT APPLICABLE as directors are not paid any remuneration during the year.
xi) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; and
Directors are not paid any remuneration and No employee is receiving remuneration inexcess of Key Managerial personnel i.e. Company Secretary & CFO
xii) Affirmation that the remuneration is as per the remuneration policy of thecompany.
All payable and proposed increase in the remuneration of the Employees and KMPs arerecommended by Nomination & Remuneration Committee to the Board of Directors withinthe organization.
E. Formal Annual Evaluation Process by Board:
During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors including the Chairman of theBoard. The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
20. Number of meetings of the Board of Directors: 5.
21. Audit Committee: The composition of Audit Committee is as follows:
|Name ||Designation |
|Mr. Bhavin D. Mashruwala ||Chairman |
|Mr. Vipul H. Raja ||Member |
|Mr. A. C. Patel ||Member |
The members of Audit Committee met 4 times in a year and gap between two meetings wasnot more than 120 days.
22. Nomination and Remuneration Committee:
|Name ||Designation |
|Mr. Bhavin D. Mashruwala ||Chairman |
|Mr. A. C. Patel ||Member |
|Mrs. Sonal V. Raja ||Member |
The Nomination & Remuneration Committee met 2 times during the year.
23. Establishment of code of conduct for directors and senior management persons:
To enhance ethical and transparent process in managing the affairs of the CompanyBoard of Directors have adopted "Code of Conduct for Board of Directors and SeniorManagement Personnel" as per Clause 49 HE of the listing Agreement. The same isavailable on the website of the Company.
24. Establishment of vigil mechanism for directors and employees:
Company has adopted vigil mechanism called "Whistle Blower Policy" fordirectors and employees to report to the management instances of unethical behaviourfraud or violation of1 the Company's code of Conduct or ethics policy. The sameis available on the website of the Company.
25. Prevention of InsiderTrading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All members of the Board Directors and the designated employees have confirmedcompliance with the Code.
26.Particulars of contracts or arrangements with related parties under section 188(1):*
During the financial year 2015-16 there was no transaction for sell/purchase of goodsor services of material nature with its promoters directors management or relativesetc. which may have potential conflict with interest of the Company at large.
However details of transactions with related parties are given in note 15 ofAccounting Policies by Auditors as per Accounting Standard 18. All such related partytransactions are confirm and approved by the board at respective meetings.
27. Particulars about Risk Management Committee and policy thereof:
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 RiskManagement Committee and adoption of policy thereof is applicable to only top 500Companies. As our Company is not one of them Board of Directors has dissolved RiskManagement Committee w.e.f. 25th January 2016.
28. Exemption from certain provisions of Corporate Governance:
As per SEBI (listing Obligations and Disclosure Requirements) Regulations 2015Paid upCapital and net worth of the Company as on 31st March 2015 are less that the prescribedlimit and as per exemption rules our Company is exempted from certain provisions ofCorporate Governance. Accordingly it has (i) Corporate Governance Report (ii) declarationof CEO/ CFO certifying compliance by Board of Directors and Senior Management personnelwith respective Code of Conduct and (iii) Compliance Certificate from Statutory Auditorregarding compliance with Corporate Governance Provisions and is given here with.
Company will follow above mentioned provisions as and when become applicable to theCompany.
29. Change of Registrar & Transfer Agent:
The Company has pursuant to the interim order NO.WTM/RKA/MIRSD2/41/2016 Dated22/03/2016 from SEBI has terminated appointment of Sharepro Services (I) Pvt. Ltd. as itsRegistered 8i Transfer agent w.e.f. 2nd June 2016. The Company has appointed M/s BigshareServices Private Limited as its Registered & Share Transfer agent w.e.f. 3rdJune2016.
Your directors take this opportunity to acknowledge the trust reposed in your Companyby its shareholders Bankers and clients. Your Directors also keenly appreciate thededication and commitment of all our employees without which the continuing progress ofthe Company would not have been possible.
FOR&ON BEHALF OF THE
BOARD OF DIRECTORS
VIPUL H. RAJA
CHAIRMAN 8i MANAGING DIRECTOR
CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT FOR BOARD OF DIRECTORS AND KEYMANAGEMENT PERSONNEL
Sumeru Industries Limited
I Vipul H. Raja Chairman & Managing Director of the Company hereby certify thatall the Board Members and Senior Management Personnel of the Company have affirmed theircompliance with the Code of Conduct in regulation of listing obligation and disclosurerequirements. The Board has adopted a code of conduct for all Board members and seniormanagement of the company which is posted on the website of the company. All Board membersand senior management personnel have affirmed their compliance with the code of conductfor the current year. We further confirm that during the year none of the Directorsexcept Mrs. Sonal V. Raja Women Director or any of the Key managerial persons had doneany trading in shares of the Company in the secondary market. Further the company had notmade any allotment of shares to any Directors or any of the key managerial personnelduring the year.
The above Report was adopted by the Board at their meeting held on 30-07-2016.
For and on Behalf of the Board of Directors
VIPUL H. RAJA
Chairman & Managing Director
(DIN NO 00055770)
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
The Members of Sumeru Industries Limited
1. We have examined the compliance of conditions of Corporate Governance by SumeruIndustries Limited for the year ended on 31st March 2016 as stipulated in chapter IV ofSEBI (Listing Obligations & Disclosure Requirement) Regulations 2015 Pursuant to theListing Agreement of the said company with the Stock Exchanges. *
2. The Compliance of condition of Corporate Governance is the responsibility of themanagement. Our examination has been limited to a review of the procedures andimplementation thereof adopted by the Company for ensuring compliance with the conditionsof Corporate Governance as stipulated in the said clause. It is neither an audit nor anexpression of opinion on the financial statements of the Company.
3. In our opinion and to the best of our information and explanations given to us wecertify that the Company has complied with the condition of Corporate Governance asstipulated in chapter IV of SEBI (Listing Obligations & Disclosure Requirement)Regulations 2015 Pursuant to the Listing Agreement of the said company with the StockExchanges.
4. We further state that such compliance is neither an assurance as to the futureviability of the Company nor of the efficiency or effectiveness with which the managementhas conducted the affairs of the company.
|ForNitin. K. Shah &Co. || |
|Chartered Accountants || |
|Firm Reg. No.:107140W || |
|VaibhavN.Shah || |
|Proprietor ||Date: 20-05-2016 |
|M No:116817 ||Place: Ahmedabad |