Your Directors present their 61 st Annual Report together with the Audited Statement ofAccounts of your Company for the Financial Year ended 31 st March 2017.
2. FINANCIAL RESULTS :
|PARTICULARS ||2016-17 ||2015-16 |
|Sales /Service Charges ||- ||- |
|Other Income ||15129206 ||13813693 |
|Total Expenditure ||13373491 ||15484417 |
|Financial Expenses ||134765 ||189979 |
|Deferred Exp. on Sand Pits ||- || |
|Gross (Loss) / Profit before Depreciation ||1620950 ||(1860703) |
|Depreciation ||1142392 ||1119320 |
|Income Tax Paid (On Refund) ||- || |
|Debit Balance Written ||- || |
|Net (Loss) /Profit after Depreciation ||478558 ||(2980023) |
|(Loss) brought from Previous Year ||(42988388) ||(40008365) |
|(Loss) Carried Forward ||(42509830) ||(42988388) |
AMOUNT TRANSFER TO RESERVES:
In view of the accumulated losses and loss for the year your Company does not transferany amount to the Reserves.
Presently the Company is undertaking production of commercial agricultural productsviz. Graps Pomegranates Bananas Sugarcane Ginger etc for sale in open market. Theplantation is spread over in 80 acres of land and owned by the Company. Originally theland is non-agricultural in nature but necessary permissions had been obtained from theDistrict Collector to carry on agricultural activities over the same.
The present activity based on the permission of District Collector is purely temporaryone and Company proposes to develop this non-agricultural land for EducationalInstitution.
In view of the accumulated losses and loss for the year the Board decided not torecommend any dividend for the year under review
During the year under review the Company has not accepted any Deposit pursuant toSection 73 and section 76 of the Companies Act 2013 and rules framed thereunder. Thereare no unpaid and unclaimed deposits at the end of Financial year 2016-17.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Sections 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at 31 st March 2017 in the prescribed form MGT-9 forming part of thereport and is annexed as Annexure 1 to this report.
NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2016-17 Six Board Meetings were conducted on 30.05.201612.08.2016 08.09.2016 10.11.2016 08.02.2017 and 29.03.2017. Board meetings were heldin accordance with the provisions of the Companies Act 2013.
|Name of the Directors ||Number of Board Meetings attended by them. |
|Mr. Avinash G. Adik ||6 |
|Ms. Anuradha G. Adik ||6 |
|Mr. R. T. More ||6 |
|Mr. Kiran Patel ||4 |
|Mr. Sadanand Mandalik ||5 |
|Mr. Malik Keshwani ||4 |
DETAILS ABOUT DIRECTORS AND KMPS WHO WERE APPOINTED/RESIGNED DURING THE FINANCIAL YEAR.
Mr. B. B. Patil Director resigned from the Board w.e.f. 12.08.2016 due to hispersonal reasons. Your Directors wish to put on record its sincere appreciation for hisvaluable guidance and advice during his tenure.
In accordance with the provisions of the Companies Act 2013 Mr. Randeep T. More(DIN: 01114835 ) Director of the Company retires by rotation and offers herself forre-appointment.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16(1) of the SEBI (Listing obligations and Disclosure Requrements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 4(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) 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 and ofthe 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 and for preventing and detecting fraud and other irregularities;
c) The directors have prepared the annual accounts on a going concern basis; and
e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors key managerial personnel and otheremployees. As required by Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the prescribed details are annexed as Annexure 2 to thisReport.
INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
During the year under review no employee was employed who was in receipt of aggregateremuneration exceeding Rupees One Crore Two Lakh for the year or exceeding Rupees EightLakhs and Fifty thousand per month for any part of the year.
The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company and other details in terms of Sub-Section 12 of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are forming part of this Report and is annexed as "Annexure3" to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
During the year the Company has not given any loans or guarantees or has made anyinvestments u/s 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Transactions entered with Related Parties for the year under review arestrictly done on arm's length basis and in the ordinary course of business. The Companypresents full details of transactions of all related party before the Audit Committeespecifying the nature value and terms & conditions of the transactions. Transactionswith related parties are conducted in a transparent manner with the interest of theCompany and stakeholders as utmost priority. The details of transaction with related partyin Form AOC-2 is annexed herewith as "Annexure 4." CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) and Para CD and E of Schedule V is not applicable to the Companyas the Company's Paid up share capital & Net worth is below the limits specified.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCOURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
In terms of the information required under Sub-section (3)(l) of Section 134 of theAct it is to be noted that no material Changes and Commitments affecting the financialposition of the Company have occurred between the end of the financial year of the Companyto which the Financial Statements relate and the date of the Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Since the Company did not carry any Business activities particulars to be disclosedwith respect to Conservation of Energy & Technology Absorption under Section 134 (3)(m) of Companies Act 2013 read with Companies (Accounts) Rules 2014 are not applicable.B. During the year under review there has been no earnings and outgo in foreign exchange.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE POLICY:
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. There are no risks which in theopinion of the Board affect the Company's operations on going concern basis. However theCompany has in place the mechanism to identity assess monitor and mitigate various risksto key business objectives. The Board periodically reviews the risks and measures aretaken for mitigation.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company has not developed and implemented any Corporate Social ResponsibilityPolicy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevantRules framed there under as the said provisions were not applicable to the Company as theCompany had incurred losses during the relevant period.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees byfilling a structured questionnaire.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. P. V. Ramaswamy (FCS- 1708 COP- 2087) Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed as "Annexure 5" to this Report.
EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETARIAL AUDITOR IN HIS REPORT:
Looking at the Company's size and business activities for past few years no one wasinterested in joining as Company Secretary. The Company is in the process of complyingwith Appointment of Company Secretary as well as revocation of suspension of its equityshares on BSE.
The Company's Auditors M/s. N.S. Naik & Company Chartered Accountants Shrirampur(FRN 106815W) were appointed the 58 th Annual General Meeting of the Company held on 29 thSeptember 2014 for a period 3 (Three) years i.e. from the Conclusion of 58 th AnnualGeneral Meeting until the conclusion of 61 st Annual General Meeting subject toratification by Members at every subsequent Annual General Meeting. As they will becompleting their full term of 3 years in terms of the provisions of the Companies Act2013 they would not be eligible to be re-appointed for further period. In view of theaforementioned provisions of the Companies Act 2013 w.r.t. appointment of StatutoryAuditor your Company proposes to appoint M/s.Prasad R. Kulkarni Chartered AccountantAhmednagar (FRN 123742W) as the Statutory Auditor of the Company for a period of 5 yearsi.e. from the conclusion of st 61 Annual General Meeting until the conclusion of 66 thAnnual General Meeting of the Company.
The Audit Committee and the Board has received the consent and eligibility certificatefrom M/s. Prasad R. Kulkarni Chartered Accountant Ahmednagar (FRN123742W) pursuant toSection 141 of the Companies Act 2013 read with Rule 4 of Companies (Auditors and Audit)Rules 2014 and also approved and recommended the appointment to the members of theCompany. The resolution recommending the appointment of the Statutory Auditor shall beplace before the Shareholders at the ensuing Annual General Meeting of the Company.
RESERVATION AND QUALIFICATION ON AUDITORS' REPORT:
The notes to Accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments. Auditors have not made any reservation orqualification in the Audit Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THECOMPANIES ACT 2013:
During the year under review there were no incidences of fraud reported by theAuditors.
I) Audit Committee:
Being a listed Company the Company had already constituted its Audit Committeeconsisting of Mr.Kiran Kantilal Patel (DIN:02083944) Mr. Sadanand Bapu Mandlik (DIN:06979991) and Mr. R. T. More (DIN: 01114835). During the year under review 4 (Four)Meetings were held of the Audit Committee on 30.05.2016 12.08.2016 10.112016 an08.02.2017.
|Names ||Number of Audit Committee meetings attended |
|Mr. Kiran Patel ||4 |
|Mr. Sadanand Mandlik ||4 |
|Mr. R. T. More ||4 |
II. Nomination and Remuneration Committee:
Being a listed Company the Company had already constituted its Nomination andRemuneration Committee consisting of Mr. Kiran Kantilal Patel (DIN:02083944) Mr.Malik Mansurali Keshwani(DIN: 06979979) and Mr. Randeep Tanajirao More (DIN: 01114835).During the year under review 2 (Two) Meetings were held of the Nomination and RemunerationCommittee on 12.08.2016 and 08.02.2017
|Names ||Number of Nomination and Remuneration Committee |
|Mr. Kiran Patel ||2 |
|Mr. Malik Keshwani ||2 |
|Mr. Randeep More ||2 |
III) Stakeholders Relationship Committee.
Being a listed Company the Company had already constituted its StakeholdersRelationship Committee consisting of Mr. Kiran Kantilal Patel (DIN:02083944) Mr. MalikMansurali Keshwani(DIN: 06979979) and Mr. Randeep Tanajirao More (DIN: 01114835) asper the conditions laid down under Section 178(5) of the Companies Act 2013 . During theyear under review 2 (Two) Meetings were held of the Stakeholders Relationship Committee on30.05.2016 and 08.02.2017.
|Names ||Number of Stakeholders Relationship Committee. |
|Mr. Kiran Patel ||2 |
|Mr. Malik Keshwani ||2 |
|Mr. Randeep More ||2 |
INDEPENDENT DIRECTORS MEETING :
Being a listed Company the meeting of Independent Directors of the Company was dulyheld and report thereof was submitted to the Chairman.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted the Code of Conduct for Employees and Directors for the highestdegree of transparency integrity accountability and corporate social responsibility. Anyactual or potential violation of the Code would be a matter of serious concern for theCompany. The Company also has Whistle Blower Policy to deal with instance of fraud andmismanagement if any. Employees of the Company are encouraged to use guidance provided inthe Policy for reporting all allegations of suspected improper activities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There are no significant and material Orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:
The Company is committed to provide a safe and conducive work environment to all womenemployees. During the year under review Company had not received any Complaints in respectof Sexual Harassment.
Your Directors place on record their appreciation for the co-operation of all the Staffand Officers Bankers Shareholders of the Company and look forward to their continuedco-operation in future.
P.O Harigaon Taluka Shrirampur
| ||For BELAPUR INDUSTRIES LIMITED || |
|Dist. Ahmednagar -413718 || || |
|Maharashtra || || |
|Corporate Office: ||(AVINASH .G.ADIK ) ||(ANURADHA G. ADIK) |
|Laher Mansio No. 2 2nd Floor ||Managing Director ||Director |
|104A Lady Jamshedji Road || || |
| ||(DIN:01572102) ||(DIN:06898098) |
|Near Sitaladevi Temple || || |
|Mahim West || || |
|Mumbai 400 016 || || |
|Place : Shrirampur || || |
|Date : 12.08.2017 || || |