DWEKAM INDUSTRIES LIMITED
Your Directors are pleased to present the 37th Annual Report and theCompany's Audited Financial Statements for the financial year ended March 31 2017.
The Summarized performance of the Company for the financial years 2016-17 and 2015-16is given below:
(Rs. In Lakh)
|Particulars ||31.03.2017 ||31.03.2016 |
|Revenue from Operations ||160.76 ||165.40 |
|Other Income ||47.33 ||48.52 |
|Total Revenue ||208.09 ||213.92 |
|Total Expenditure ( including Change in Inventories) ||206.74 ||203.90 |
|Profit Before Tax ||1.36 ||10.02 |
|Less: Tax expense/ Deferred tax liability ||0.40 ||2.00 |
|Profit after Tax ||0.96 ||8.02 |
|Earnings Per Share ||0.02 ||0.16 |
For the year ended 31st March 2017 your Company has reported total revenueand net profit after taxation of Rs.208.09/- Lacs and Rs. 0.96/- Lacs respectively ascompared to last year's total revenue and net profit after taxation of Rs.213.92/- Lacsand Rs. 8.02/- Lacs respectively. Directors are striving hard to improve the performanceof the Company.
Authorized & paid up capital
The Authorised and Paid up equity share capital of the Company as on March 31 2017 wasRs.50000000 crore. During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.
Your Directors do not recommend any dividend during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Conservation of energy:
Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable.
b) Technology absorption:
There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity.
c) Foreign exchange earnings and Outgo
i. Foreign Exchange Earnings : NIL
ii. Foreign Exchange Outgo : NIL
MATERIAL CHANGES AND COMMITMENTS
There have been material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report are as follows:
Change in Registered office:
Registered office of the Company was shifted from 111 The Horizon Plot No.11/5 SouthTukoganj Indore Indore - 452001 to B-1006 Nar-Narayan Complex Near Swastik Char RastaNavrangpura Ahmedabad-380009.
Sub-division of equity shares of the Company:
With the approval of member in EGM held on 13th April 2017 Share capital ofthe Company was sub divided into 50000000 equity shares of Rs. 1/-each
Changes in Share Capital :
With approval of members in EGM the Authorised and paid up share capital of the Companywas sub divided into 50000000 equity shares of Rs. 1/- each
Listing of Security:
The shares of the Company were listed at Bombay Stock Exchange Limited as on17/03/2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is presented in a separate section forming part of the Annual Report isattached herewith as Annexure-I.
DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES /ASSOCIATE COMPANIES:
During the year under review there was no holding / Subsidiary Company / JointVentures /Associate Companies.
PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE II.
RELATED PARTIY DISCLOSURES
All related party transactions that were entered into during the year under the reviewwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required. The Board has formulated Policy on Related Party Transactions;detailed policy is also available at www.anshusclothing.com
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of theCompany. The declaration by the Managing Director of the Company regarding compliance withthe Code of Conduct for Board Members and Senior Management is annexed with the CorporateGovernance Report
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment and Re-Appointment:
Your Directors recommend that the resolution relating to the re-appointment of Mr.Nirav B Shah (who is liable to retire by rotation) be passed
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 affairs of the company at the end of the financial year and ofthe profit and 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;
d. the directors had prepared the annual accounts on a going concern basis; and
e. The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating 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.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.
Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meetings tobe held in the forthcoming financial year is being circulated to the Directors in advanceto enable them to plan their schedule for effective participation in the meetings. Duringthe year the Company has held 11 Board Meetings as against the minimum requirement of 4meeting. The meetings were held on 04/04/2016 30/05/2016 13/08/2016 01/09/201621/09/2016 31/10/2016 07/12/2016 10/02/2017 13/02/2017 14/02/2017 13/03/2017
COMMITTEES OF THE BOARD
In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable tothe company.
Report on Corporate governance is not applicable to the Company.
The equity shares of the Company are listed with BSE Limited .There are no arrears onaccount of payment of listing fees to the Stock Exchange.
During the year the Company had not availed any Term Loans and any other borrowings.
DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES 2014:
Change in the Nature Of Business:
The Company is working in the same Business line. During the financial 2016-17 theCompany has not made any Changes in the Nature of its Business.
The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.
Internal Financial Controls:
The Company has adequate internal financial controls to support the preparation of thefinancial statements.
AUDITORS & AUDITORS REPORT
The Board of Directors of the Company have on the recommendation of the Audit Committeeproposed that pursuant to the provisions of Sections 139 to 142 and other applicableprovisions if any of the Companies Act 2013 read with the underlying rules M/s.Vishvesh Shah & Associates Chartered Accountants
Ahmedabad [FRN. 121356W] be reappointed as statutory auditor the Company to holdoffice from the conclusion of this Meeting until the conclusion of the next Annual GeneralMeeting (AGM) of the Company subject to ratification by Members every year on aremuneration (including terms of payment) to be fixed by the Board of Directors of theCompany based on the recommendation of the Audit Committee.
M/s. Vishvesh Shah & Associates Chartered Accountants Ahmedabad have forwardedtheir certificates to the Company stating that their re-appointment if made will bewithin the limit specified in that behalf in section 141 of the Companies Act 2013.Observations made in the Auditor's Report are self-explanatory and therefore do not callfor any further comments
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under Mr. Ajit M. Santoki Practicing Company Secretary from A. Santoki & Associates have been appointedSecretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed asAnnexure III to this report.
RISK MANAGEMENT POLICY:
The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. The Company'sinternal control systems are commensurate with the nature of its business and the size andcomplexity.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.
DEMATERIALISATION OF SHARES:
As on 31st March 2017 total 4398670 equity shares of the Company havebeen dematerialized.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.
Statements in the Directors Report and the Management discussion & Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global & domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and its cost changes in government policies and tax laws economic developmentof the country and such other factors which are material to the business operations of theCompany.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance of the Company during the year.
For Dwekam Industries Limited
Nirav B. Shah