To The Members
Your Directors have great pleasure in presenting the 16th Annual Report and the AuditedAccounts of your Company for the year ended 31st March 2018.
| || ||(Amount In Rs) |
|Particulars ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|(a)Turnover ||1273527100.94 ||1199862887.09 |
|(b)other income ||1396014.68 ||672150.66 |
|(c) Gross Profit/(Loss) (before depreciation and tax) ||94034342.52 ||72885366.62 |
|Less : Depreciation ||58850883.85 ||48830340.59 |
|(d) Net Profit/(Loss) before tax ||35183458.67 ||24055026.03 |
|Less : Provision for Tax (including for deferred tax) ||11469826 ||7953313 |
|(e) Net Profit/(Loss) After Tax ||23713632.67 ||16101713.03 |
In view of continuous expansion activities directors do not recommend any dividend.
There was change in the Authorized and Paid up share capital of the Company during theyear which included a bonus issue and an IPO. However the Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity.
During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
During the year under review the Company has not made any Loans Guarantees orInvestments within the meaning of the provisions of Section 186 of the Companies Act2013.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company. Therefore Company has not constituted a Corporate SocialResponsibility Committee. The provisions of a Corporate Social Responsibility shall becomplied by the Company as and when applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH 2018 AND THE DATE OF THIS REPORT.
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31st March 2018) and the date of this Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL
As per Annexure attached
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Directors Report for the year ended 31stMarch 2018. Disclosure relating to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as provided in theAnnual Report. Having regard to the provision of the first proviso to section 136 (1) ofthe Act and as advised the Annual Report excluding the aforesaid information is being sentto the Members of the Company. The said information is available for inspection by theMembers at the Registered Office of the Company during business hours and any Memberinterested in obtaining such information may write to the Company Secretary and same willbe furnished.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act 2013 Mrs. Renu Mehra (DIN:02033471) Director retires by rotation and being eligible has offered herself forre-appointment. Mr. Naval Kishore Gupta and Mr. Kishore Kumar Bajaj have given adeclaration to the Board that they meet the criteria of independence as provided undersection 149(6) of the Act. In the opinion of the Board each of these directors fulfil theconditions specified in the Act and the Rules framed thereunder for appointment asIndependent Director and they are independent of the management Mr. Rajesh Mehra ManagingDirector and Mr. Amit Jaswal Chief Financial Officer Mrs. Avneet Kaur Bedi CompanySecretary of the Company are the Key Managerial Personnel of the Company in accordancewith the provisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Further the Mr. MaheshChandra Saxena and Mr. Rabindra Behera are the independent directors in the company.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of Independent Director' as mentioned under
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The confirmations were placed before and noted by the Board.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of companies Act 2013 and in accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the Directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration and StakeholderRelationship Committee. The directors expressed their satisfaction with the evaluationprocess.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adhered to the principles ofsound risk management and has a Risk Management Policy in Place. The main objective ofthis policy is to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. In order to achieve the key objective the policy establishes a structured anddisciplined approach to Risk Management in order to guide decisions on risk relatedissues.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Company has a whistle blower policy in place for its Directors andEmployees to report concern about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The functioning of the vigil mechanism isreviewed by the Audit Committee from time to time. None of the Directors or employees havebeen denied access to the Audit Committee of the Board. During the year under review theCompany did not receive any compliant under the said Mechanism.
The Board of Directors has constituted three committees viz; a) Audit Committee b)Nomination and Remuneration Committee c) Stakeholder's Relationship Committee
During the year 18 (Eighteen) Board Meetings were held. The provisions of CompaniesAct 2013 and listing agreement were adhered to while considering the time gap between thetwo meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act 2013your Directors confirm: a) that in the preparation of the annual financial statements forthe year ended March 31 2018 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b) that suchaccounting policies as mentioned in Notes to the Financial Statements have been selectedand applied consistently and judgment and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2018 and of the Profits of the Company for the year ended on that date; c) thatproper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)that the annual financial statements have been prepared on a going concern basis; e) thatproper internal financial controls were in place and that the financial controls wereadequate and were operating effectively; f) that systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. All Related Party Transactions were placed before theAudit Committee & Board for their approval.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.
SECRETARIAL AUDITOR REPORT
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Company Secretary in Practice to conduct the SecretarialAudit of the Company for the financial year ended March 31 2018.
The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure- A"to this Report.
Members of the Company at the Extra Ordinary General Meeting had appointed M/s. JiwanGoyal & Associates Chartered Accountants (Firm Registration No. 012874N CharteredAccountants as Statutory Auditors of the Company to fill the casual vacancy of the officeof M/s Kapoor Rajesh & Associates due to non holding of Peer review certificatesubject to reappointment by the members at ensuing Annual General Meeting.
The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self explanatory.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOENERGY CONSERVATION
The prescribed particulars of conservation of energy technology absorption asstipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014. The Company plays a proactive role in the area of energy conservation andsignificant improvement by continuously improving operating practices and energyconservation.
Having installed the latest state-of-art machinery imported from different parts ofthe world the research and development department is continuously on a lookout foradapting to latest technology innovation and absorption
FOREIGN EXCHANGE OUTGO AND EARNINGS
FOREIGN OUTGO: Rs.109226978 FOREIGN EARNINGS: Rs. 5855683
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT- 9 is annexedherewith as "Annexure -i".
All the properties of the Company are adequately insured. The Company is alsoadequately insured for its activities as stock & currency brokers and depositoryparticipant.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.
The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed hereunder. Your Directors further state that ason date there is no case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to place on record their thanks and gratitude to the Company'sBankers Customers and other Authorities for their support co-operation guidance andassistance. The Board is also grateful to the shareholders for their continued confidence.The Board of Directors takes this opportunity to express their appreciation of the sincereefforts put in by the staff and executives at all the levels and hopes that they wouldcontinue their dedicated efforts in the future too.
| ||For and on behalf of the Board |
|Place: Mohali || || |
|Date: 02nd September 2018 || || |
| ||(Rajesh Mehra) ||( Renu Mehra) |
| ||Managing Director ||Director |
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
|SL. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship || |
|b) ||Nature of contracts/arrangements/transaction || |
|c) ||Duration of the contracts/arrangements/transaction || |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any || |
|e) ||Justification for entering into such contracts or arrangements or transactions' || |
|f) ||Date of approval by the Board || |
|g) ||Amount paid as advances if any || |
|h) ||Date on which the special resolution was passed in General meeting as required under first proviso to section 188 || |
2. Details of contracts or arrangements or transactions at Arm's length basis.
|SL. No. ||Particulars ||Details |
|a) ||Name (s) of the related party & nature of relationship ||Again Lifestyle P Ltd Ludhiana |
|b) ||Nature of contracts/arrangements/transaction ||Purchase/ Sale |
|c) ||Duration of the contracts/arrangements/transaction ||1 year |
|d) ||Salient terms of the contracts or arrangements or ||Purchase Rs.46041514/- |
| ||transaction including the value if any ||Sale Rs.29450823/- |
|e) ||Date of approval by the Board ||01.05.2017 |
|f) ||Amount paid as advances if any ||NIL |
|For and on behalf of the Board |
|(Rajesh Mehra) ||( Renu Mehra) |
|Managing Director ||Director |
Annexure to the Board Report
Disclosure u/s 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
|1 The percentage increase in remuneration of each Director Chief Financial Officer and Company Secretary during the financial year 2017-18 ||Name of Director/ KMP and Designation ||increase in Remuneration in the Financial Year 2017- 18 |
| ||Mr. Rajesh Mehra (Managing Director) ||NIL |
| ||Mrs. Renu mehra (Non Executive Director & Non executive Chairman) ||NIL |
| ||Mr. Mahesh Chandra Saxena (Independent Director) ||NIL |
| ||Mr. Rabindra Behera (Independent Director) ||NIL |
| ||Mr. Amit Jaswal (CFO) ||NIL |
| ||Mrs. Avneet Kaur Bedi Company Secretary ||Rs.45000/ - (appointed on 01.01.2018) |
|2 The % increase in the median remuneration of employees in the financial year. || || |
|3 The number of permanent employees on the rolls of Company. || || |
|4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. || || |
|5. Affirmation that the remuneration is as per the remuneration policy of the Company. || || |
|By Order of the Board |
|Rajesh Mehra |
|Managing director |