HEERA ISPAT LIMITED
Your Directors have pleasure in presenting herewith the 25th Audited Annualreport of your Company for the financial year ended on 31st MARCH 2016.
During the year under review the financial performance of the Company is as under:
| || ||(Amount in Rupees) |
|Particulars. ||For the Year Ended on 31/03/2016 ||For the Year Ended on 31/03/2015 |
|Gross Income ||1354603 ||2272901 |
|Total Expenses ||809669 ||1286882 |
|Profit /(Loss) Before Depreciation & Tax ||544934 ||986019 |
|Profit Before Tax ||544934 ||986019 |
|Current Tax ||181000 ||275000 |
|Income Tax Provision P.Y ||38336 ||99022 |
|Net Profit / (Loss) for the Year ||325598 ||611997 |
|Deferred Tax Assets (Previous year liabilities) ||NIL ||NIL |
SHARE CAPITAL STRUCTURE
There was no change in total value of Authorized Issued Subscribed and Paid up ShareCapital Structure of the Company.
During the year under review the directors have not recommended any Dividend to be paidin order to strengthen the long term resources of the Company.
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 ofCompanies Act2013. The Company does not have any outstanding liability on account ofInterest and Principal on Deposits Debentures or Share Application Money.
YEAR UNDER REVIEW
During the year Company has not earned any Business income. However it has earned otherincome of Rs. 1354603. After deduction of all Administrative and other Expenditure ofRs. 809669/- (Previous year Rs 1286882/-) the company has earned a gross operationalprofit of Rs. 544934/- (Previous year gross Profit of Rs. 986019 /-) After makingnecessary adjustments for Income Tax Earlier years Your Company had earned a Net Profitfor the year of Rs. 325598/- which is carried to balance sheet.
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013
During the year under review the Company has not given inter corporate loans to anyother Body Corporate however Company has not made any investments and has not given anycorporate guarantee.
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.
The Company is committed to observe good corporate governance practices. The report onCorporate Governance for the financial year ended March 31 2017 as per regulation 34(3)read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Annual Report. The requisite Certificate from thePracticing Company Secretary of the Company confirming compliance with the conditions ofCorporate Governance is annexed to this Report. The Company is exempted from providingreport on Corporate Governance in accordance with regulation 34(3) and schedule V(C) tothe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DEMATERIALISATION OF SECURITIES
Your Company's equity shares are already admitted in the System of Dematerialization byboth the Depositories namely NSDL and CDSL. The Company has already signed tripartiteAgreement through Registrar and Share Transfer Agent M/s Skyline Financial ServicesPrivate Limited. The Investors are advised to take advantage of timely dematerializationof their securities. The ISIN allotted to your Company is INE025D01013. Total Sharedematerialized up to 31st March 2017 were 4273800 which constitute 72.65% of totalcapital. Your Directors request all the shareholders to dematerialize their shareholdingin the company as early as possible.
COMPLIANCE WITH THE STOCK EXCHANGE SEBI (LODR)2015:
The company is regular in making timely compliance of all the applicable clauses of theListing Agreement from time to time whether it is event based compliance or time boundcompliance of monthly quarterly half yearly or yearly compliances. Your Company hasalready paid Annual Listing fees of the Bombay stock exchange Limited for and up to thefinancial year 2017-2018. The Trading in equity shares of the Company is active on theBombay Stock Exchange Limited and the same is not suspended for any penal reasons by BSEduring the year. The Trading platform of the Ahmedabad Stock Exchange Limited has beensuspended/ cancelled by SEBI hence no trading is recorded.
Management's Discussion And Analysis
Management's discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained in a separate para inCorporate Governance Report.
During the year under review Mr. Dineshkumar S. Rao shall retire by rotation at theensuing Annual General Meeting as per the provisions of Law. They are eligible forreappointment as director and have offered themselves for directorship of the company.
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 Regulation 27 of theSEBI (LODR) 2015 with the Stock Exchanges. Members are requested to refer to the Noticeof the Annual General Meeting.
Mr. Dinesh kumar S. Rao is the Managing Director of the Company.
Formation of Audit Committee in Compliance to Provisions of the Companies Act 2013 ANDREGULATION 27 OF SEBI (LODR)2015 ON CORPORATE GOVERNANCE:
In Compliance with the provisions of the Companies Act 2013 your company has formed anAudit Committee within the Organization consisting of 3 independent directors. An InternalAuditors have been appointed as Advisors in their professional capacity on this committee.The area of operations and functional responsibilities assigned to the committee are asper the guidelines provided in Clause 49 of the Listing Agreement for implementation ofcode of corporate governance. The Committee meets at least once in a quarter and gives itsreport of each meeting to the Board for its approval record and information purposes. Thedetail of powers responsibilities and system of functioning of this committee is given inreport on Corporate Governance forming part of this report.
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.1.02 Cr. annually in the Aggregate if employed for the year and in receipt of theMonthly remuneration of Rs. 800000/- 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.
SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES
The company has not made any settlement/liquidation of Financial Liabilities. It is nota sick company as per audited balance sheet for the current year.
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. 150000/- Managerial Remuneration Expenses: Rs. NIL/-Other Director Remuneration: Rs. 150000/-
ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
No remuneration is given 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 fresh recruitment of the employees of the company so there isno increase in the salary of the employees
iv) The number of permanent employees on the rolls of company 2;
v) The explanation on the relationship between average increase in remuneration andcompany performance;
There is increase of 0% in the average Remuneration of the employees whereas Companyis still a loss making one. So there is no any direct relationship between the averageincrease in remuneration and company's 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 managerial Remuneration. Hence hisremuneration is not comparable inter company intra company or inter 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 31/03/2016: Rs. -/Closing Market Priceof shares of Company as on 31/03/2017: Rs. 2.33- Earning Per share for the financial yearended on 31/03/2016:Rs. 0.10/- Earning per share for the financial year ended on31/03/2017: Rs. 0.06/- 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 ;
NOT APPLICABLE as there was no increase in Remuneration of any employees of the companyor the Managerial Personnel of the Company.
ix) Comparison of the each remuneration of the key managerial personnel against theperformance of the company;
x) The key parameters for any variable component of remuneration availed by thedirectors;
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 thecompany. All remuneration of the Employees and directors are decided by Nomination &Remuneration Committee and by the Board of Directors within the organization.
DIRECTORS' RESPONSIBLITY STATEMENT
Pursuant to the provisions of Section 134(5) of Companies Act 2013 your Directorsdeclare that:
i) In preparation of the annual accounts as far as possible and except to theextent if any accounting standards mentioned by the auditors in their report as notcomplied with all other applicable accounting standards had been followed alongwith proper explanation relating to material departures;
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible 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 andafter the profit or loss of the company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The Directors had prepared the annual accounts on a going concern basis.
v) The Directors in the case of listed company had laid down internal financialcontrol to be followed by the company and that such internal financial controls areadequate and were operating effectively.
vi) The Director had devised proper system to ensure compliances with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION AS TO 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:
(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 lakhrupees 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 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 Regulation of SEBI(LODR)2015 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 Regulation of SEBI (LODR)2015.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the regulation of SEBI(LODR)2015 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 is not paying any commission on net profits to any directors.
DJNV & CO. Chartered Accountants Present Statutory Auditors of the company hasgiven their letter of consent and confirmation under section 141(1) the Companies Act 2013for appointed as Statutory Auditors of the Company. The Board has now proposed to appointthe Statutory Auditors for a period next 5 Financial year as per requirements of section139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.Necessary Resolution for their Ratification of appointment as the Statutory Auditors andfixing their remuneration is proposed to be passed at the Annual General Meeting.
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.
The Company has appointed M/s. KAMLESH M SHAH & SHAH CO. as the secretarial auditorfor the financial year 2016-17. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE.
THERE ARE NO ADVERSE OBSERVATIONS MADE BY THE AUDITORS IN THEIR REPORT. HOWEVER NOTESTO THE ACCOUNTS TO ITSELF ARE CLARIFICATORY AND SELF EXPLANATORY IN THE NATURE.
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.
|DATE : 30th May 2017 ||On Behalf of the Board of Directors of |
|PLACE: Ahmedabad ||Heera Ispat Limited |
| ||(Dinesh S. Rao) |
| ||Chairman and Managing Director |
| ||DIN:06379029 |