Your Directors are pleased to present the 23rd Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312017.
The financial performance of your Company for the year ended March 31 2017 issummarised below:
|Particulars || |
| ||2016-17 (in Rs) ||2015-16 (in Rs) ||2016-17 (in Rs) |
|Revenue from Operations ||1405.03 ||148.40 ||41958.66 |
|Other Income ||35.70 ||2.03 ||92.38 |
|Total Revenue ||1440.73 ||150.43 ||42051.95 |
|Less: Total expenses ||1440.39 ||147.38 ||41991.43 |
|Profit before depreciation and Taxes ||0.48 ||3.32 ||60.45 |
|Less: Depreciation ||0.15 ||0.28 ||0.84 |
|Profit before Tax ||0.34 ||3.04 ||59.61 |
|Less: Current Tax ||0.12 ||0.40 ||20.12 |
|Deferred Tax ||- ||- ||0.05 |
|Net Profit for the year ||0.22 ||2.64 ||39.44 |
Overview of Company's Financial performance
Net revenue from operations increased to Rs. 140502559/- as against Rs.14840120/- in the previous year - an immense growth.
Stand Alone Picture: The Company has earned Profit before Depreciation and taxes of Rs.48471/- during the year under review compared to profit of Rs. 331729/- during 2015-16.Due to adverse market condition current year's profit is low.
Consolidated Picture: The Company has earned Profit before Depreciation and taxes ofRs. 6045558/- during the year under review.
The Authorised Share Capital of the Company is Rs 75000000/- (Rupees Seven CroreFifty lakhs only) divided into 75000000 (Seven crore Fifty lakhs) Equity shares of Rs 1/-each.
During the Financial year the paid-up share capital of the Company is Rs.74283377/- (Rupees Seven crore forty-two lakhs eighty-three thousand three hundred andseventy-seven only) divided into 74283377 (Seven crore forty-two lakhs eighty-threethousand three hundred and seventy-seven) equity shares of Rs. 1/- each.
As per observation of the Board of Directors for strengthening the position of thecompany no dividend is recommended for the financial year 2016-17.
The Company does not propose to transfer any amount to general reserve due toInadequacy of Profit.
Change in Nature of Business
There was no change in the nature of business of the Company during the Financial Yearended March 31 2017.
During the year under review details of the companies which have either become or haveceased to be the Company's subsidiaries joint ventures or associate companies are asfollowing:
1. Companies which have been subsidiaries during the financial year 2016-17:
i. Subsidiary through acquisition Jash Dealmark Limited
2. Companies which ceased to be subsidiaries during the financial year 2016-17:
Wealth Mine Networks Private Limited (formerly known as Shamaru Construction PrivateLimited)
Siddheshwar Construction Private Limited
In accordance with section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company including its subsidiaries associate andjoint venture companies which form part of the Annual Report.
Further a statement containing salient features of the financial statement of theCompany's subsidiaries associate and joint venture companies is annexed in Form AOC-1which form a part of the Annual Report.
During the year under review 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 (in Rs)cluding any statutory modification(s) orreenactment(s) for the time being in force).
Board of Directors
As on March 31 2017 Your Company has an optimum mix of eminent personalities on theBoard of Directors with members from diverse experience and expertise out of 4 members onits Board 3 are Non-Executive Directors and 1 is Executive Director. All 3 Non-ExecutiveDirectors are Independent Directors.
In terms of Section 152 of the Companies Act 2013 Ms. Zarna P. Solanki Directorbeing the longest in the office shall retire at the ensuing Annual General Meeting andbeing eligible for re-appointment offers himself for reappointment.
Further in terms of Section 149 of the act the Board of Directors in their meetingheld on January 09 2017 have appointed Mr. Jignesh A.Thobhani as an Additional (Non -Executive) & Mr. Shailendra J. Khona as an Additional (Executive) Directors of thecompany w.e.f. January 09 2017. In terms of provisions of Section 161 of the act he holdsoffice up to the date of ensuing Annual General Meeting of the Company. A Notice underSection 160 of the act has been received from member proposing candidature of Mr. JigneshA.Thobhani & Mr. Shailendra J. Khona for appointment as a Director of the Company. TheBoard of Directors recommend their appointment as Director and resolutions to that effecthas been proposed for approval of Members of the company at the ensuing Annual GeneralMeeting.
A brief resume of directors being appointed along with the nature of their expertisetheir shareholding in your Company and other details as stipulated under Regulation 36 (3)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isappended as an annexure to the Notice of the ensuing Annual General Meeting.
During the year under review a sad demise of Mr. Mahendra V. Maru Managing Directorof the Company on June 17 2016 and he ceased and removed from the Board with effect fromJuly 13 2016. Further Mr. Raju M. Katarmal Director of the Company tendered hisResignation under section 168 of the Companies Act 2013 and he ceases to be a member ofthe board and Committees as well with effect from January 09 2017.
The Board met nine (9) times during the financial year ended on March 31 2017 and asper section 173 of the Companies Act the time gap between any two Meetings has not beenmore than one hundred and twenty days. The dates on which the Board Meetings were held areMay 25 2016 July 13 2016 August 12 2016 November 14 2016 January 09 2017 January19 2017 February 04 2017 March 01 2017 and March 30 2017.
The name and category of Directors on the Board their attendance at the Board Meetingsheld during the year and also at the last Annual General Meeting the number ofDirectorships and Committee
Memberships and Chairpersonships held by them in other companies as on March 31 2017are given below:
|Name of Directors ||Category || |
No. of Board Meeting held and attend during the year
|No. of Directorship in other Public Company || |
No. of Committee positions held in other Public Companies*
|Attendance at last AGM held on 30/09/2016 |
| || ||Held ||Attend || ||Chairman ||Member || |
|Mahendra V. Maru $ ||Managing Director ||9 ||1 ||0 ||0 ||0 ||- |
|Bhavesh D. Shah ||Non Executive Director ||9 ||9 ||0 ||0 ||0 ||Yes |
|Zarna P. Solanki ||Non Executive Independent Director ||9 ||9 ||1 ||1 ||1 ||Yes |
|Shailendra J. KhonaA ||Executive Director ||9 ||3 ||1 ||0 ||0 ||- |
|Jignesh A. ThobhaniA ||Non Executive Independent Director ||9 ||3 ||0 ||0 ||0 || |
|Raju M. Katarmal# ||Non Executive Independent Director ||9 ||4 ||0 ||0 ||0 ||Yes |
Appointed w.e.f. January 09 2017 $demised & removed w.e.f. July 13 2016 #resignedw.e.f. January 09 2017
* Represents Memberships/Chairpersonships of Audit Committee & Stakeholders'Relationship Committee of public companies only.
As per the disclosure received none of the Directors of your Company hold memberships/Chairmanships more than the prescribed limits across all companies in which he/she is aDirector.
Your Company has several Committees which have been established as a part of bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statues.
The Board has constituted following Committees:
The Audit Committee comprises of Non-Executive Directors. The Committee met 4 timesduring the year on May 25 2016 August 12 2016 November 14 2016 and February 04 2017and the attendance of Members at the Meetings were as follows:
|Name of Member ||Nature of Membership ||No. of Meeting(s) attended/held |
|Zarna P Solanki ||Chairman ||4/4 |
|Raju M Katarmal ||Member ||3/4 |
|Jignesh A Thobhani ||Member ||1/4 |
|Bhavesh D Shah ||Member ||4/4 |
The Chief Financial Officer and Statutory Auditors are the regular invitees to theCommittee Meetings Other executives are invited as and when required The CompanySecretary of the Company is the Secretary of the committee
Whistle Blower Policy (Vigil Mechanism)
The Company established the Whistle Blower Policy (Vigil Mechanism) In line with thebest Corporate Governance practices the Company has put in place a system through whichthe Directors or Employees may report concerns about Unethical and Improper Practices orAlleged Wrongful Conduct without fear of reprisal In the event a Director wish to raisea complaint or disclosure he/she shall consult Chairman of the Company and / or Chairmanof the Audit Committee In the exceptional cases any Employee or Director can reach tothe Chairman of the Audit Committee to report any Unethical or Improper Practices Also noEmployee has been denied access to the Audit Committee The functioning of the vigilmechanism is being monitored by the Audit Committee from time to time
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Non-Executive Directors TheCommittee met 4 times during the year on July 13 2016 January 09 2017 January 19 2017and March 01 2017 and the attendance of Members at the Meetings is as follows:
|Name of Member ||Nature of Membership ||No. of Meeting(s) attended/held |
|Jignesh A Thobhani ||Chairman ||2/4 |
|Raju M Katarmal ||Member ||1/4 |
|Zarna P Solanki ||Member ||4/4 |
|Bhavesh D Shah ||Member ||4/4 |
Nomination and Remuneration Policy
In adherence to section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company approved a policy on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/ s 178(3) based on the recommendations of the Nomination andRemuneration Committee The broad parameters covered under the Policy are - CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel Key-Executives and SeniorManagement and the Remuneration of Other Employees
The formal annual evaluation of the performance of the Board and that of its Committeesand Individual Directors including Chairman has been carried out by Nomination andRemuneration Committee and Board of Directors of the Company at their Meeting in themanner prescribed The criteria of the Board evaluation include Board compositiontalents experience and knowledge presentations and discussions at the Board Meetingfrequency of the Board Meeting feedback and suggestion given to the managementparticipation in the discussion etc.
Further the Independent Directors at their exclusive meeting held during the yearreviewed and evaluated the performance of Non-Independent Directors including Chairman ofthe Company and the Board as a whole after taking views of the Executive andNon-Executive Directors.
Particulars of Remuneration
The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are forming part of this report as Annexure A.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be available for inspection at the Registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary. However this report and the accounts are being sent tothe Members excluding the said information in terms of Section 136 of the Act.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises of 3 Non-executive Directors.
The constitution of the Stakeholders Relationship Committee of the Board of Directorsof your Company along with the details of the attendance of the members at the meetingsheld on April 13 2016 July 20 2016 October 10 2016 and January 16 2017 during thefinancial year 2016-17 is detailed below:
|Name of Member ||Nature of Membership ||No. of Meeting(s) attended/held |
|Raju M. Katarmal ||Chairman ||2/4 |
|Zarna P. Solanki ||Member ||4/4 |
|Bhavesh D. Shah ||Member ||4/4 |
|Jignesh A. Thobhani ||Member ||2/4 |
The Committee constituted to hear the complaint and grievances of various securitiesholders so as ensure that timely relief is extended to securities holders includingmembers in respect of their complaint. Additionally the Committee also looks into themembers' complaints if any related to non - receipt of balance sheet non-receipt ofdeclared dividend etc. and redress the same expeditiously.
Declaration by Independent Director(s) and re-appointment if any
Your Company has received declarations from all the Independent Directors confirmingthat they meet with the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Further pursuant to Section 164(2) of theCompanies Act 2013 all the Directors have provided declarations in Form DIR- 8 that theyhave not been disqualified to act as a Director.
Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct
Directors' Responsibility Statement
Pursuant to requirement under Section 134 (5) of the Companies Act 2013 (Act)Directors confirm that:
a) in the preparation of the annual accounts for the year ended on March 31 2017 theapplicable accounting standards read with requirement set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the profit or loss ofthe Company for that year;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and
f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively
Particulars of Loans Guarantees or Investments under section 186
Particulars of loans investments guarantees and securities pursuant to section 186are provided in the standalone financial statements (Please refer to Notes to theFinancial Statements)
Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at March 31 2017 forms part of thisreport as Annexure B
Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
Your Company has zero tolerance towards any action on the part of any executive whichmay fall under the ambit of 'Sexual Harassment' at workplace and is fully committed touphold and maintain the dignity of every women executive working in your Company TheSexual Harassment Policy provides for protection against sexual harassment of women atworkplace and for prevention and redressal of such complaints
During the year under review there were no complaints pending as on the beginning ofthe financial year and no new complaints were filed during the financial year underreview
Auditors and Auditors Report Statutory Auditor
M/s. Hemant C Parikh & Co. Chartered Accountants Ahmedabad were appointed asstatutory auditors of the Company to hold office till the conclusion of the twenty fourth(24th) Annual General Meeting. In terms of the first proviso to Section 139 ofthe Companies Act 2013 the appointment of the auditors shall be placed for ratificationat every Annual General Meeting. Accordingly ratification of appointment of StatutoryAuditor is being sought from the Members of the Company at the ensuing AGM.
Statutory Auditor comments on your Company's accounts for year ended March 31 2017 areself explanatory in nature and do not require any explanation as per provisions of Section134(3)(f) of the Companies Act 2013. There were no qualifications reservation or adverseremark or disclaimer made by Statutory Auditor in its report.
Pursuant to the Provisions of Section 204 of the Companies Act 2013 your Company hadappointed CS Preeti Jain Practicing Company Secretary as its Secretarial Auditor toconduct the Secretarial Audit of your Company for FY 2016-17. The Report of theSecretarial Auditor for the FY 2016-17 is annexed to this report as Annexure C.
There were no qualifications reservation or adverse remark or disclaimer made bySecretarial Auditor in its report.
Significant or Material Orders against Company
No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and your Company's operation in future.
Internal financial control systems and their adequacy
Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks for ensuring the orderly and efficientconduct of business including adherence to the Company's policies the safeguarding ofassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosures.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems. We believe that thesesystems provide reasonable assurance that our internal financial controls are designedeffectively and are operating as intended.
Management discussion and analysis
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Management Discussion and Analysis outlining thebusiness of your Company forms part of this Annual Report.
Particulars of Contracts or arrangements with related parties
With reference to Section 134 (3) (h) of the Companies Act 2013 no contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the Financial Year.
Report on Corporate Governance is not forming the part of this annual report as thecompany need not required mandatorily to comply with the provisions of Regulations 15(2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Althoughrelevant information is provided in this Directors report.
Conservation of Energy & Technology absorption and foreign exchange inflow &outflow
The details of conservation of Energy technology absorption etc. are required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 is not given as the Company has not taken any major steps toconserve the energy etc.
There was no foreign exchange earnings and outgo during the financial year 2016-17(Previous year - Nil)
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions required on these items during the year under review;
i. Issue of Equity Shares with differential rights as to dividend voting or otherwise;
ii. Issue of shares (in Rs)cluding sweat equity shares) to employees of the Companyunder any scheme like ESOP and ESOS;
iii. There is no revision in the Board Report or Financial Statement;
iv. Annual Report and other compliances on Corporate Social Responsibility;
Your Directors take this opportunity to thank all the financial institutions BanksGovernment and Regulatory Authorities customers vendors and members and all otherstakeholders for their continued support.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and Commitment. The enthusiasm and unstinting efforts of theemployees have enabled your Company to remain as one of the top industry leader.
| ||For DEVHARI EXPORTS (in Rs)DIA) LIMITED |
| ||Bhavesh D. Shah ||Jignesh Thobhani |
|Date: August 29 2017 ||Director ||Add. Director |
|Place: Jamnagar ||DIN:05304222 ||DIN:07702512 |