Your Directors are pleased to submit herewith their report together with the auditedstatement of accounts for the 21st financial year ended 31st March 2015.
| || || |
[Amount in Rs.]
|PARTICULARS ||2014-15 ||2013-14 |
|Income from Operation ||NIL ||NIL |
|Total Income ||NIL ||9893 |
|Total Expenditure ||657436 ||7230328 |
|Profit/ (loss) before tax and dep. ||(657436) ||(7220435) |
|Provision for depreciation ||NIL ||NIL |
|Differed Tax ||(112258) ||(63441) |
|Net Profit / (Loss) after tax for the year ||(769694) ||(7156994) |
|Add : Balance B/F from previous year ||(50969235) ||(43812241) |
|Less: Earlier Year MAT Reversal ||NIL ||NIL |
|Profit available for appropriation ||NIL ||NIL |
|Balance carried to next year ||(51738929) ||(50969235) |
|Earnings Per Share. ||(0.07) ||(0.70) |
SHARE CAPITAL STRUCTURE :
During the year under review there were no changes in the Authorized IssuedSubscribed and Paid up Share Capital Structure of the Company.
Due to the business needs of funds in future the directors do not recommend payment ofany dividend for the financial year.
UNPAID / UNCLAIMED DIVIDEND :
The Company does not have any outstanding unpaid/unclaimed dividend which is requiredto be transferred to the Investors Education and Protection funds as per the provision ofSection 205C of the Companies Act 1956.The Company does not have any outstanding liabilityon account of Interest and Principal on Deposits Debentures or Share Application Money.
YEAR UNDER REVIEW :
During the year under review the Company has total loss of Rs.657436/- (Previous Yearof Rs. 7220435/-) from business. After differed tax the company has earned a net loss ofRs. 769694/- (Previous of Rs. 7156994/-).
BUY BACK OF EQUITY SHARES :
The Company had not made any Buy Back of its paid up equity shares during theyear 2014-15. Hence no specific disclosure is required to be made in this report.
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013 :
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.
During the year under review your company has neither invited nor accepted any publicdeposit as defined under Section 73 to 76 of the Companies Act 2013. But the Company hadalready taken unsecured loans from 2 parties in the earlier years from these two partieswhen they were directors of the company.
CORPORATE GOVERNANCE :
The Complete Report on Corporate Governance is given as ANNEXURE-A to this report.
DEMATERIALISATION OF SECURITIES :
Your Companys Equity shares are admitted in the System of Dematerialization byboth the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreementthrough Registrar and Share Transfer Agent System Support Service. The Investors areadvised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE 248C01013.Total Share dematerialized up to 31st March 2015were 7327802 which constitute 71.30% of total capital. Your Directors request all theshareholders to dematerialize their shareholding in the company as early as possible.
COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT :
The company is making compliance of all the applicable clauses of the Listing Agreementfrom time to time whether it is event based compliance or time bound compliance ofmonthly quarterly half yearly or yearly compliances. Your Company has for the year2014-15 not paid Annual Listing fees of the Bombay stock exchange Limited. The same isalso pending for Ahmedabad Stock Exchange. The Trading in equity shares of the Company isactive on the Bombay Stock Exchange Limited and the same is not suspended for penalreasons by BSE during the year. The Trading platform of the Ahmedabad Stock ExchangeLimited has been suspended/ cancelled by SEBI hence no trading is recorded. The highestlowest average prices recorded on the Bombay Stock Exchange on every month of thefinancial year 2014-15 including the volume in shares traded is separately given in otherinformation para of Corporate Governance report attached here to. During the year yourcompany has neither issued any shares or stock options or ESOPs or other employeebenefits.
MANAGEMENTS DISCUSSION AND ANALYSIS :
Managements discussion and perceptions on existing business future outlook ofthe industry future expansion and diversification plans of the Company and future courseof action for the development of the Company are fully explained in a separate para inCorporate Governance Report.
Mr. Rao Kamalkant and Mr. Vinodchandra K. Pandya shall retire by rotation at theensuing Annual General Meeting as per provisions of Law. Mr. Vinodchandra K. Pandya iseligible for reappointment and have offered themselves for directorship of the company.Your directors recommend for their reappointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges. Members are requested to refer to the Noticeof the Annual General Meeting and the Explanatory Statement for details of thequalifications and experience of the Directors and the period of their appointment. TheBoard recommends the passing of the Resolutions at Item Nos. 5 to 9 of the Annual GeneralMeeting Notice.
MANAGING DIRECTOR :
Mr. Kishorkumar Bhatt is the Managing Director of the Company. Because of theCompanys bad financial position as well as it is a loss making one he is not takingany managerial Remuneration.
FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 177 OF THE COMPANIES ACT 2013AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE :
In Compliance with the provisions of Section 177 of the Companies Act 2013 your companyhas formed an Audit Committee within the Organization consisting of 3 independentdirectors. An Internal Auditors have been appointed as Advisors in their professionalcapacity on this committee. The area of operations and functional responsibilitiesassigned to the committee are as per the guidelines provided in Clause 49 of the ListingAgreement for implementation of code of corporate governance. The Committee meets at leastonce in a quarter and gives its report of each meeting to the Board for its approvalrecord and information purposes. The detail of powers responsibilities and system offunctioning of this committee is given in report on Corporate Governance forming part ofthis report.
STATUTORY INFORMATION :
The Information required to be disclosed in the report of the Board of Directors as perthe provisions of Section 134 of the Companies Act 2013 and the Companies Rules regardingthe conservation of energy technology absorption foreign exchange earnings and outgo isnot applicable to the Company. As Company is not manufacturing any product or providingany services.
MATERIAL CHANGES :
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.
There are no employees of the company who were in receipt of the remuneration ofRs.6000000/- annually in the Aggregate if employed for the year and in receipt of theMonthly remuneration of Rs. 500000/- in the aggregate if employed for a part of the yearunder review. Hence the information required under being not applicable and hence notgiven in this report.
DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULE 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. 84000/- |
|Managerial Remuneration Expenses ||Rs. Nil/- |
|Other employees Remuneration ||Rs. 84000/- |
ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Noremuneration is increased during the year for any of the Key Managerial Personnel CFOCEO CS or Manager.
iii) The percentage increase in the median remuneration of employees in the financialyear During the year there was increase of Rs. 6000 (i.e. 7.69%) in remuneration of anyemployees during the financial year.
iv) The number of permanent employees on the rolls of company; 2 (Two)
v) The explanation on the relationship between average increase in remuneration andcompany performance; There is increase of 7.69% in the average Remuneration of theemployees whereas Company is still a loss making one. So there is no any directrelationship between the average increase in remuneration and companys performance.
vi) Comparison of the remuneration of the Key managerial personnel against theperformance of the company; The KMP i.e. Managing Director is not paid any managerialRemuneration. Hence his remuneration is not comparable inter company intra company orinter industry as a whole.
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 31/03/2014 ||Rs.7.05/- |
|Closing Market Price of shares of Company as on 31/03/2015 ||Rs. 5.89/- |
|Earning Per share for the financial year ended on 31/03/2014 ||Rs. (0.70)/- |
|Earning per share for the financial year ended on 31/03/2015 ||Rs. (0.07)/- |
As the Company EPS is very minimal the PE Ratio is Minimum.
viii) Average percentile increase made in the salaries of employees other than 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; NOTAPPLICABLE as there was no increase in Remuneration of any employees of the company or theManagerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel against theperformance of the company; Not Comparable.
x) The key parameters for any variable component of remuneration availed by thedirectors; NOT APPLICABLE.
xi) The ratio of the remuneration of the highest paid director to the of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year; and No employee is receiving remuneration in excess or higher than theremuneration of Director or Key Managerial Personnel.
xii) Affirmation that the remuneration is as per the remuneration policy of the companyAll remuneration of the Employees and directors are decided by Nomination &Remuneration Committee and by the Board of Directors within the organization.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the provision contained in Section 134(5) of the Companies Act 2013(Corresponding Section 217(2AA) of the Companies Act 1956) the Directors of your Companyconfirm that in respect of the financial year 2014-15:
A. That in the preparation of the annual accounts as far as possible and except theAccounting Standards which are mentioned by the Auditors in their Report and the Notes tothe Accounts separately the applicable accounting standards has been followed and nomaterial departure has been made from the same;
B. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affair of the Company at the end of the financial year and of theprofit or loss of the Company for that period;
C. That they 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 for preventing and detecting fraud and other irregularities;
D. That they have prepared the annual accounts on a going concern basis.
E. The Directors in the case of Listed Company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operative effectively.
F. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY THE 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 w.e.f. 1st April2015 and for the financial year 2015-16
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company.
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company.
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) 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
(7) Who neither himself nor any of his relatives
(a) 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 i\he is proposed to beappointed.
(b) 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
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR
(ii) 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 two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 :
In compliance with Section 178 (1) as also in compliance with Clause 49 of the ListingAgreement the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of clause 49 of the Listing Agreement. Howeverthe Company is still in process for appointing a suitable person as woman director asrequired under Section 149 of the Companies Act 2013 as well as the CEO and CompanySecretary in Job.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the Clause 49 of theListing Agreement and provisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.
d. The Company does not pay any managerial remuneration to its Managing Directors andDirectors because of Companys weak financial position.
e. The Independent Directors are not paid any sitting fee for attending Board and othercommittee meetings as decided by the Board from time to time.
f. The Company is not paying any commission on net profits to any directors.
STATUTORY AUDITORS :
M/s. Nimesh M Shah & Co. the current year statutory Auditors have given theirletter of unwillingness to continue to act as the statutory auditors of the company forthe remaining term of their office. In view of thereof the Board of directors haveapproached M/s. M.H. Trivedi & Associates Chartered Accountants Proprietor Mr.Mahesh Trivedi to act as the Statutory Auditors of the company who haves given theirletter of consent and confirmation under section 139 the Companies Act 2013 for appointedas Statutory Auditors of the Company. The Board has now proposed to appoint them asStatutory Auditors for a period next 5 Financial year as per requirements of section 139(1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.Necessary Resolution for their appointment as the Statutory Auditors and fixing theirremuneration is proposed to be passed at the Annual General Meeting. Your directorsrecommend passing necessary resolutions for the same.
INTERNAL AUDITORS :
The company is in process of appointing an independent Chartered Accountant to act asan Internal Auditor as per suggestion of auditors in order to strengthen the internalcontrol system for the Company. However as in the company during the previous financialyear there were no much financial transactions or trading business activities looking tothe size of the company and its business operations and transactions the matter is beingdiscussed with the statutory auditors on making of compliance with this requirements.
SECREATARIAL AUDITOR :
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2014-15. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE.
OBSERVATION OF THE SECRETARIAL AUDITOR :
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non- Executives Directors and Independent Directors except the womandirector. The company is in process of finding of suitable woman director looking at thefinancial status of the Company.
AUDITORS OBSERVATION :
The Directors submit their explanations to the various observation made by the statuoryauditors in the report are as under for the year 2014-15.
a) NON PROVISIONAL OF BAD AND BOUBTFUL TRADE RECEIVABLES :
The Company is in process of recovering the dues from their Debtors who were infinancial troubles during their bad faces. The Company is doing the business and ishopeful of recovery from such other debtors from its past dues as per the normal businesspractices.
b) PARMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESTMENT INCREASES LOSS :
This reduction in value is due to market price reduction in listed companysshare. These values continue to fluctuate frequently with the rise and fall of the capitalmarket. The company will account for the long Capital Gains and Losses upon liquidation ofinvestment as per the income tax Act.
c) NON RECEIPT OF CONFIRMATION OF ACCOUNT :
The company has the practice of receiving confirmation from parties for sundrycreditors debtors loans advances and unsecured creditors if any from their respectiveaccounts. Certain confirmations for sundry debtors creditors loans and advances arepending for such receipt. The company has send reminders to the concerned parties and willreceive the same in due course of time. The company has not made settlement of accountsthrough journal entry or indirect payment.
d) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :
These loans and advances of Rs. 13120405/- were granted to number of parties asinterest free. The company has been in process of their recovery through legal process.The company is also trading business with some of the parties and through this system alsothe company will endeavor to recover such advances or treat the same as advance paymentsfor procurement of goods and materials.
e) INTERNAL CONTROL SYSTEM :
The Company is in process of appointing internal Auditor for the better internalControl System & proper Financial Management. The Company is improving its internalCode of conduct for the better internal control system.
f) DISQUALIFICATION OF MR. DHIREN K THAKKAR TO BE APPOINTED AS DIRECTOR :
As per section 164(2) (a) of the Companies Act 2013 No person who is or has been adirector of a Company which has not filed financial statement or Annual Report for anycontinuous period of three financial years shall be eligible to be Re-appointed as aDirector of that company or appointed in other company for a period of 5 years from thedate on which the said company fails to do so.
Though from the above said Mr. Dhiren K Thakkar was already a Managing Director of theCompany. Only his designation was changed from Managing Director to Director. Though hewas not disqualified to be act as a Director of the Company under section 164(2)(a). He isdisqualified to be appointed or reappointed as the Director of any other Company.
g) VIOLATION OF SECTION 73 TO 76 :
The Company had already accepted Deposit/loan from two parties. Both the parties wereDirectors of the company when the unsecured loans were taken from them. The Company has torepay the amount within 1 year of the Commencement of this Act. The Company is in processof Repayment of these Deposits/loan taken from them.
OTHER OBSERVATIONS :
Other observations made by the auditors are self explanatory in nature and does notrequired further clarification.
The Directors take this opportunity to acknowledge the trust reposed in your company byits Shareholders Bankers and clients. Your Directors also keenly appreciate thededication & commitment of all our employees without which the continuing progress ofthe company would not have been possible.
|PLACE : AHMEDABAD ||ON BEHALF OF THE BOARD OF DIRECTORS OF |
|DATE : 26th May 2015 ||DHARTI PROTEINS LIMITED |
| ||(KISHORKUMAR P BHATT) |
| ||CHAIRMAN & MANAGING DIRECTOR |
| ||(DIN: 03010022) |