Bagadia Colourchem Limited
The Board of Directors have pleasure in presenting before you the 33rdAnnual Report and Audited Statements of Accounts for the financial year ended as on 31 stMarch 2018.
1. FINANCIAL RESULTS
The Financial Results for the year ended on 31st March 2018 are brieflygiven below:-
|PARTICULARS ||2017-2018 ||2016-2017 |
| ||( Rs. ) ||( Rs. ) |
|Sales (Net of Tax) & Other Income ||3829937 ||4929792 |
|Profit before Interest Depreciation & Income Tax ||11639 ||965549 |
|Less : || || |
|Interest ||246115 ||611056 |
|Depreciation ||35169 ||37332 |
|Profit/ (Loss) for the Year before tax ||(269645) ||317161 |
|Less : Provision for Tax || || |
|Current Tax ||37000 ||- |
|Deferred Tax ||169632 ||15729 |
|Earlier Year ||(164289) ||133748 |
|Profit/(Loss) after Tax ||(311988) ||167684 |
2. MANAGEMENT DISCUSSION & ANALYSIS REPORT
During the year under review the Revenue from Operations of the Company was Rs. Nil.The Company has incurred the Loss before Tax of Rs. 2.70 Lakh as against the Profit of Rs.3.17 Lakh of the previous year. The Company during the Financial Year 2015-2016 had soldits manufacturing Plant at Mahad and was left with no business. The Promoter Directors ofthe Company studied various other alternatives to commence other line of business/chemical products. The Company studied various business proposals in the field of
Chemicals and allied products and checked its viability. The Company also attendedbuyer seller meetings organized by Chemical Exports Promotion Council to explore theavenue of marketing of various types of
Chemicals. However the Company could not find suitable project. having any businessactivity.
The Promoters of the Company consisting of Mr. Natwarlal R. Bagadia Mr. Sushil Bagadiaand Mrs. Sangeeta Bagadia sold their entire stake of 1753652 Equity Shares of Rs. 10/-each which represents 47.524% of Company to Mrs. Namrata Jain (Acquirer - 1) Miss.Prachi Jain (Acquirer - 2) and Sureshchand Chhotelal Jain (HUF) (Acquirer - 3) under SharePurchase Agreement (SPA) dated 29th January 2018. Accordingly the PromoterShares as mentioned above now vest with aforesaid Acquirers. The
Reclassification of the Promoters as prescribed under SEBI (Listing Obligation andDisclosure Requirement)
Regulations 2015 is in process.
Meanwhile the said Acquirers propose to introduce new line of activity in the field ofInvestment & Finance
Share & Stock Broker Portfolio Management etc. Accordingly it is proposed to alterthe Object Clause in the Memorandum of Association and necessary Resolution to thateffect has been recommended to the
Shareholders for approval.
Subject to the alteration of the Objects the Company is also required to change thename of the Company.
Accordingly the Company had applied to the Central Government Ministry of CorporateAffairs for availability of name- Fundviser Capital (India) Limited which has beenapproved on 9th August 2018. On the approval of the Shareholders and theCentral Government the name of the Company will be changed to Fundviser Capital (India)Limited.
3. CAUTIONARY STATEMENT
Statements in this report particularly those which relate to Management Discussion andAnalysis describing the Companys objectives projections estimates andexpectations may constitute forward looking statements within the meaning ofapplicable laws and regulations actual results might differ materially from those eitherexpressed or implied.
4. TRANSFER TO RESERVES:
Your Company has not proposed to transfer any amount to the General Reserve.
Considering the present depressed working your Directors do not recommend any Dividendon the Shares of the Company.
6. PUBLIC DEPOSITS
During the Financial Year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
7. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Report and the adequacy andeffectiveness of internal controls periodically.
8. LISTING AGREEMENT & FEES
The annual listing fees for the Financial Year 2017-2018 as well as for the FinancialYear 2018-2019 have been paid to BSE Limited where your Companys shares are listed.
9. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company Subsidiary Company and Associate Company.
10. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure I to thisReport.
11. NUMBER OF MEETINGS OF THE BOARD
During the year under review Nine (9) Board Meetings were convened and held includingthe Meeting of the Independent Directors held on 31st March 2018 the detailsof which are given in the Corporate Governance Report. In addition to that the Meeting ofthe Committee of Independent Directors was also held on 26th March 2018 inconnection with the Open Offer under Regulation 26(7) of SEBI (Substantial
Acquisition of Shares and Take Over) Regulations 2011.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
12. DIRECTORS RESPONSIBILITY STATEMENT
Directors Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3)(c).
Directors state that:-
a) In the preparation of the Annual Accounts for the year ended 31st March2018 the applicable Accounting Standards read with requirements set out under Schedule IIIto the Act have been followed and there are no material departures from the same;
b) Accounting Policies as mentioned in PartB to the Financial Statements havebeen selected and applied consistently. Further judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31 st March 2018 and of the loss of the Company for theyear ended on that date;
c) Proper and sufficient care has been taken 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 Accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
13. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
14. AUDITORS AND AUDITORS REPORT
a) Internal Auditor
The Internal Auditor Satyendra Jain Chartered Accountants Mumbai have conductedinternal audits periodically and submitted their reports to the Audit Committee. TheirReports have been reviewed by the Statutory Auditors and the Audit Committee.
b) Statutory Auditor
In the 31st Annual General Meeting held on 28th September 2016the Company had appointed Amar Bafna & Associates Chartered Accountants Mumbaihaving Firm Registration No. 114854W as the Auditors of the Company from the conclusion ofthe 31st Annual General Meeting till the conclusion of 36th AnnualGeneral Meeting to be held in the year 2021 subject to ratification at every annualgeneral Meeting.
However the requirement to place the matter relating to appointment of Auditors forratification by Members at evevry Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.
The qualifications of the Auditors and the replies given in the Notes to Accounts areself explanatory.
No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct2013 requiring disclosure in Boards Report.
In terms of Section 139(1) of the Companies Act 2013 the necessary resolution forratification of their appointment as the Statutory Auditors to hold the office from theconclusion of the ensuing Annual
General Meeting till the conclusion of the 36th Annual General Meeting isplaced for your approval. from the Auditors to the effect In this regard the Company hasreceived a Certificate that if their appointment is ratified it would be in accordancewith the provisions of Section 141 of the Companies Act 2013.
c) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Shekhar Ghatpande Practicing Company Secretaries having Membership NoFCS: 1659 CP No: 782 to conduct the Secretarial Audit of your Company. The SecretarialAudit Report is annexed herewith as Annexure - II to this Report which is qualified by theSecretarial Auditors on certain points.
In this Connection the Directors state that Company is Non operational and functionaland as such the qualification of the Secretarial Auditor as appeared in their Report areinevitable.
d) Cost Audit
For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
During the Financial Year 2017-2018 Company has not provided any Loans or Guaranteesand made Investment under Section 186 of the Companies Act 2013 read with Companies(Meeting of Board and its Powers) Rules 2014.
The Details of Investments made as on 31st March 2018 are as follows:
|Name of Entity ||Amount As at |
| ||31st March 2017 ( Rs. ) |
|1. Quoted (Equity Shares) || |
|(a) 10000 Shares of FV Rs. 2/- each of Bank of Baroda ||1422000/- |
|(b) 940 Shares of FV Rs. 2/- each of Punjab National Bank ||89723/- |
|2. Unquoted || |
|(a) 500 Capital Gain Saving Bonds of Rs. 10000/- each of Rural Electrification ||5000000/- |
|Corporation Ltd. || |
|TOTAL:- ||6511723/- |
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to provision of Companies Act 2013 the particulars of contracts orarrangements entered into by the Company with Related parties have been done at ArmsLength basis and are in ordinary course of business and particulars of which are beingprovided in Form AOC - 2 in terms of Section 134 (3) (h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 attached herewith as Annexure III.
17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT
There have been no 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.
However the Promoters of the Company consisting of Mr. Natwarlal R. Bagadia Mr. SushilBagadia and Mrs. Sangeeta Bagadia sold their entire stake of 1753652 Equity Shares ofRs. 10/- each which represents 47.524% of Company to Mrs. Namrata Jain (Acquirer - 1)Miss. Prachi Jain (Acquirer - 2) and Sureshchand Chhotelal Jain (HUF) (Acquirer - 3) underShare Purchase Agreement (SPA) dated 29th January 2018.
Accordingly the Promoter Shares as mentioned above now vest with aforesaid Acquirers.The Reclassification of the Promoters as prescribed under SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 is in process.
18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of Energy and Technology Absorption:
a) As the Company has since sold its manufacturing Plant at Mahad and has left with nomanufacturing facilities conservation of Energy at present is not applicable. b) TheCompany has not imported any technology and there is no technical collaboration with anyparty.
B. Foreign Exchange Earnings and Outgo
|Particulars ||Amount in ( Rs. ) |
|1 Foreign Exchange earned in terms of actual inflows during the ||Nil |
|2 Foreign Exchange outgo during the year in terms of actual outflows ||97768/- |
20. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for Risk Management howeverduring the course of business the Management looks after and study the Risks involved.
21. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has formed a Committee under the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 to ensure protectionagainst sexual harassment of women at workplace and for the prevention and redressal ofcomplaints of sexual harassment at all the administrative units and offices.
During the Year under Report the Company had not appointed any Women Employee as theCompany was not having any business activity.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 in respect of CSR activities are not applicableto the Company. The Company voluntarily also has not undertaken any CSR activity.
23. BOARD EVALUATION
Pursuant to the provisions of the Section 134 (3) (p) Companies Act 2013 Rules thereunder and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and other statutory committees. Performance evaluationhas been carried out as per the Nomination and Remuneration Policy.
24. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business during the Financial Year underreview.
25. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
During the year there is no Appointment and Resignation of any Directors or KeyManagerial Personnel. However Ms. Sneha Tekriwal [DIN: 06657740] resigned as the Directorof the Company w.e.f. 13th August 2018.
26. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING
Ms. Sangeeta Bagadia [DIN: 02487334] who retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.
The necessary resolution for her appointment as the Director of the Company is proposedfor the approval of the Members in the ensuing Annual General Meeting.
27. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee under Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been mentioned in the Corporate Governance Report annexed to this Report.
28. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration aggregating to Rs. 102/- Lakhor more per year or Rs. 8.50 Lakh or more per month when employed for a part of the yearand the particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3)of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
29. CASH FLOW
A Cash Flow Statement for the financial year ended 31st March 2018 isattached to the Financial Statement.
30. CORPORATE GOVERNANCE
Pursuant to Regulation 27 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 report on the Corporate Governance is not applicable tothe Company. However as a good Corporate Governance practice the Company furnishes thereport on the Corporate Governance along with the certificate of compliance from thePracticing Company Secretary forms part of the Annual Report.
31. DEMATERIALISATION OF EQUITY SHARES
As per SEBI Circular No SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April2018 the Shareholders holding Shares in Physical Form are required to submit their copiesof PAN Card and Bank Account details. Hence the Circular as directed by SEBI requestingyou to furnish your details and pro-forma for furnishing the same is given separately. Youare requested to complete the same and forward the same to the Registrar & TransferAgents Satellite Corporate Services Private Limited at the earliest. Please notethat no transfer of Shares in Physical Form is allowed after 5th December2018.
The Directors place on record their appreciation for the cooperation and supportextended by the Bankers of the Company viz. Bank of Baroda and Employees of the Companyall the times.
| ||By Order of the Board of Directors |
| ||For Bagadia Colourchem Limited |
|Place: -Mumbai ||N. R. Bagadia |
|Date: - 13/08/2018 ||Chairman & Managing Director |
| ||[DIN: 00899960] |