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Franklin Industries Ltd.

BSE: 540190 Sector: Financials
NSE: N.A. ISIN Code: INE789R01014
BSE 00:00 | 18 Mar 11.00 0
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NSE 05:30 | 01 Jan Franklin Industries Ltd
OPEN 11.00
PREVIOUS CLOSE 11.00
VOLUME 183
52-Week high 25.32
52-Week low 10.74
P/E 35.48
Mkt Cap.(Rs cr) 4
Buy Price 10.80
Buy Qty 100.00
Sell Price 11.00
Sell Qty 2240.00
OPEN 11.00
CLOSE 11.00
VOLUME 183
52-Week high 25.32
52-Week low 10.74
P/E 35.48
Mkt Cap.(Rs cr) 4
Buy Price 10.80
Buy Qty 100.00
Sell Price 11.00
Sell Qty 2240.00

Franklin Industries Ltd. (FRANKLININDUST) - Director Report

Company director report

To

The Members

M/s Franklin Industries Limited

(Previously known as M/s Murad Properties & Projects Limited)

Your Directors have pleasure in presenting the 36th Annual Report of theCompany together with the Audited Accounts for the financial year ended on 31st March2018 for your perusal consideration and adoption.

State of Affairs of the Company:

Particulars Current Year 2017-18 Previous year 2016-17
Sales 207708695 14584270
other Income 66793 263904
Less: Expenditure 206519407 14679501
Profit Before Exceptional Extraordinary Items & Taxation 1256081 168673
Exceptional Items NIL NIL
Extra Ordinary Items NIL NIL
Profit/(Loss) before Taxation 1256081 168673
Less : Current Tax NIL 51974
Less : Deferred Tax Charge/ (Credit) NIL NIL
Profit/(Loss) after Tax 1256081 116699
Profit for the period Amount carried to Reserve 1256081 116699

Company's Performance:

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. 196561812/- from Jewellery Business andof Rs. 11146883/- from Agriculture Product Business. Company has earned a net profitafter tax of Rs. 1256081/- as compared to net profit after tax of Rs. 116699/- ofprevious year.

Dividend:

Your directors do not recommend any dividend for the current year.

Director:

Mr. Alpesh Gupta retires by rotation and being eligible has offered himself for re-appointment.

The board recommends his re-appointment.

Mr. Ashok Mathur and Mrs. Nitaben Rabari were appointed as Independent Directors by theBoard of Directors of the company w.e.f. 27/01/2017. They are proposed to be appointed asindependent directors for five consecutive years as per provisions of Section 149 andother applicable provisions of the companies act 2013.

During the year the non executive director has no pecuniary relation or transactionwith the company.

Financial Year:

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.

Statutory Auditors:

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 year2019. 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.

Auditors' Report:

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 the"Annexure-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 in"Annexure II" in the prescribed Form MGT-9 which forms part of thisreport.

Secretarial Audit:

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 2018. The Secretarial Audit Report (in Form MR-3) is attached as"Annexure-

III" to this Report.

Board Meetings held during the year during the year:

During the year the Company has held 6 Board Meetings as against the minimumrequirement of 4 meeting. The meetings were held on 29/05/2017 12/08/2017 08/09/201708/11/2017 14/11/2017 14/02/2018

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 312018 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

b) For the financial year ended March 31 2018 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 2018. c) That proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

f) 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 2017-18. 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.

Listing:

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 2018 company has not given any LoansGuarantees and/or made any Investments covered under the provisions of Section 186 of theCompanies Act 2013.

Related Party Transactions:

During the year ended 31st March 2018 company has not entered into any Contractsand/or arrangements with related parties covered under section 188 of the Companies Act2013.

Material Changes and Commitments:

There are no any material changes and commitments made between the financial years thataffect the financial position of the company.

Remuneration Policy:

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).

Board Evaluation:

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.

Deposits:

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.

Acknowledgement:

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.

On behalf of Board of Directors
For Franklin Industries Limited
Sd/-
Place : Ahmedabad Alpesh Maheshbhai Gupta
Date: 03.09.2018 Managing Director
DIN: 02227485

Annexure I

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 includesselection and 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

(B) TECHNOLOGYABSORPTION:

(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: 03.09.2018 Managing Director
DIN: 02227485