M/s Franklin Industries Limited
(Previously known as M/s Murad Properties & Projects Limited)
Your Directors have pleasure in presenting the 37th Annual Report of theCompany together with the Audited Accounts for the financial year ended on 31stMarch 2019 for your perusal consideration and adoption.
State of Affairs of the Company:
|Particulars ||Current Year ||Previous year |
| ||2018-19 ||2017-18 |
|Sales ||173941414 ||207708695 |
|other Income ||102 ||66793 |
|Less: Expenditure ||(172679766) ||(206519407) |
|Profit Before Exceptional Extraordinary Items & Taxation ||1261750 ||1256081 |
|Exceptional Items ||NIL ||NIL |
|Extra Ordinary Items ||NIL ||NIL |
|Profit/(Loss) before Taxation ||1261750 ||1256081 |
|Less : Current Tax ||(216458) ||NIL |
|Less : Deferred Tax Charge/ (Credit) ||(111675) ||NIL |
|Profit/(Loss) after Tax ||933617 ||1256081 |
|Profit for the period Amount carried to Reserve ||933617 ||1256081 |
Company is working in two segments one in Wholesale trading of Agriculture Commoditiesand other in wholesale trading of Jewellery. Company is also planning to venture in tomanufacturing of Jewellery products in the current year.
Your company earned a total Revenue of Rs. 167065764/-from Jewellery Business and ofRs. 6875650/- from Agriculture Product Business. Company has earned a net profit aftertax of Rs.933617 /- as compared to net profit after tax of Rs. 1256081/- of previousyear.
Your directors do not recommend any dividend for the current year.
Mr. Alpesh Gupta retires by rotation and being eligible has offered himself for re-appointment. The board recommends his re-appointment.
Mr. Balabhai B. Maguda was appointed as Independent Directors by the Board of Directorsof the company w.e.f. 15/09/2018. They are proposed to be appointed as independentdirectors for five consecutive years as per provisions of Section 149 and other applicableprovisions of the companies act 2013.
During the year the non executive director has no pecuniary relation or transactionwith the company.
There is no revision in financial statements or board report u/s 131 of the CompaniesAct 2013 made by the company.
Particulars of Employees:
In terms of provisions of Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare receiving remuneration as mentioned in the said section.
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is Nil.
At the Annual General Meeting held on September 30 2014 M/s Vishves A. Shah &Co. Chartered Accountants were appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2020. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Vishves A. Shah & Co. CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.
The observations of the Auditors in their Report and Notes Attached to the Accounts tothe Accounts are Self-Explanatory and do not require any Further Clarifications.
Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo:
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in theAnnexure - I attached hereto and forms part of this Report.
Extract of Annual General Meeting:
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure II in the prescribed Form MGT-9 which forms part of this 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 M/s. A. Santoki& Associates Company Secretary inPractice Ahmedabad to conduct the Secretarial Audit of the Company for the financial yearended March 31 2019. The Secretarial Audit Report (in Form MR-3) is attached asAnnexure- III to this Report.
Board Meetings held during the year during the year:
During the year the Company has held 7 Board Meetings as against the minimumrequirement of 4 meeting. The meetings were held on 29/05/2018 14/08/2018 03/09/201815/09/2018 31/10/2018 05/11/2018 14/02/2019.
Directors' Responsibility Statement:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) In the preparation of the annual financial statements for the year ended March 312019 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.
b) For the financial year ended March 31 2019 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2019.
a) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
b) The annual financial statements have been prepared on a going concern basis.
c) That proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
d) That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2018-19. A separate declaration to this effect is made out inthe Corporate Governance Report.
The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.
Shares of the company are Listed on BSE Limited and Calcutta Stock Exchange.
Management Discussion & Analysis:
Management Discussion and Analysis of the financial position of the company forms partof the Annual Report.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:
During the year ended 31st March 2019 company has given Loans Guaranteesand/or made any Investments covered under the provisions of Section 186 of the CompaniesAct 2013.Detail description mentioned in to the Auditors report and Balance Sheet of theCompany.
Related Party Transactions:
During the year ended 31st March 2019 company has not entered into any Contractsand/or arrangements with related parties covered under section 188 of the Companies Act2013.
Franklin Industries Limited
Material Changes and Commitments:
There are no any material changes and commitments made between the financial years thataffect the financial position of the company.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
Risk Management Policy:
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.
Policy on Prevention of Sexual Harassment:
The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof women at workplace. During the year under review the Company has not received anycomplaints under the policy.
Corporate Social Responsibility:
Company was not required to formulate policy on Corporate Social Responsibility as yourcompany is not falling with the provisions of Section 135 of Companies Act 2013.
Declaration by independent directors:
The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and SEBI (LODR).
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015the Board has carried out the annual performanceevaluation of its own performance of the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and other Committeesof the Board. At the meeting of the Board all the relevant factors that are material forevaluating the performance of individual Directors the Board and its various Committeeswere discussed. A structured questionnaire each for evaluation of the Board its variousCommittees and individual Directors was prepared and recommended to the Board by theNomination & Remuneration Committee fordoing the required evaluation after takinginto consideration the input received from the
Directors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non-independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
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 the Board of Directors had approved thePolicy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct accessto the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
Brief details about the policy are provided on the Web site of the Companywww.muradpropertiesltd.com
Details of Subsidiary/Joint Ventures/Associates:
Company has not any subsidiary company/Joint Ventures/Associates during the year underreview.
During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the government ofvarious countries government of India the governments of various states in India andconcerned government departments / agencies for their co-operation. The directorsappreciate and value the contributions made by every member of the company.
| ||Franklin Industries Limited |
| ||On behalf of Board of Directors |
| ||For Franklin Industries Limited |
| ||Sd/- |
|Place : Ahmedabad ||Alpesh Maheshbhai Gupta |
|Date: 03.09.2019 ||Managing Director |
| ||DIN: 02227485 |
Conservation of energy technology absorption and Foreign exchange earnings and outgo[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]
(A) CONSERVATION OFENERGY:
(i) The steps taken or impact on conservation of energy: It mainly includes selectionand installation of energy efficient equipments and energy saving devices.
(ii) The steps taken by the company for utilizing alternate sources of energy : None
(iii) The capital investment on energy conservation equipments :Nil
(i) The efforts made towards technology absorption :None
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution :N.A.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
(a) The details of technology imported :None
(b) The year of import :N.A.
(c) Whether the technology been fully absorbed :N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.
(iv) The expenditure incurred on Research and Development :Nil
(C) FOREIGN EXCHANGE EARNINGS &OUTGO:
|Foreign Exchange Earnings: ||Rs. Nil |
|Foreign Exchange Outgoes: ||Rs. Nil |
| ||On behalf of Board of Directors For Franklin Industries Limited |
| ||Sd/- |
|Place : Ahmedabad ||Alpesh Maheshbhai Gupta |
|Date: 03.09.2019 ||Managing Director |
| ||DIN: 02227485 |