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Ind-Agiv Commerce Ltd.

BSE: 517077 Sector: Others
NSE: N.A. ISIN Code: INE115E01010
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OPEN 29.60
CLOSE 29.60
VOLUME 30
52-Week high 29.60
52-Week low 24.45
P/E 29.60
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ind-Agiv Commerce Ltd. (INDAGIVCOMMER) - Director Report

Company director report

To

The Members of

IND AGIV COMMERCE LIMITED

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2017 and on the state of affairs of the Company.

1. FINANCIAL PERFORMANCE:

The Company's Financial Performance for the financial year ended on 31st March 2017under review along with previous year's figures is given hereunder:

Standalone

Consolidated

Particulars For the Year Ended on 31/03/2017 For the Year Ended on 31/03/2016 For the Year Ended on 31/03/2017 For the Year Ended on 31/03/2016
A. CONTINUING OPERATIONS
1. Revenue from Operations fNet) 66167765 5.8275.462 112390952 72846436
2. Other Income 1781173 21216936 1832979 21297008
3. Total Revenue (1 +2) 67948938 79492398 114223931 94143444
4. Expenses:
(a) Cost of materials consumed 451.74696 47241124 77526577 56582897
(b) Purchase of Stock in Trade .
(c) Changes in Inventories of Finished Goods WIP and Stock in Trade -11353050 -12793892 -4622236
(d) Employee benefit expense 1.3943562 9956845 23883567 15453758
(e) Finance costs 4286.195 4697578 4451610 4699285
(f) Depreciation and amortization expense 1792088 1022263 1991697 1086599
(q) Other expenses 11479226 13654028 16039718 16160507
Total Expenses 65322717 76571837 111099277 89360809
5. Profit/Loss before prior period items (3-4) 2626221 2920561 3124654 4782635
6. Prior Period Items -
7. Profit/(Loss) before
exceptional and extraordinary
items and tax (5 + /-6)
8. Exception Items 2626221 2920561 3124654 4782635
9. Profit/(Loss) before Extra-Ordinary items and tax (7 + /-8) 2626221 2920561 3124654 4782635
10. Extra Ordinary items -
11. Profit/(Loss) before Tax (9+/-10) 2626221 2920561 3124654 4782635
12. Tax Expenses
(a) Current tax Expense for Current Year 596500 560324 725500 731897
(b) Less:- MAT Credit (Where applicable) .
(c) Current Tax Expense relatinq to Prior Years
(d) Net Current Tax Expense .
(e) Deferred tax 702519 394282 728322 377160
13. Profit/(Loss) from continuing operations (11 + /-12) 1327202 1965955 1670832 3673578
B. DISCONXNUING OPERATIONS
14.i Profit/(Loss) from discontinuing operations (before tax)
14.ii Gain/(Loss) on disposal of assets/settlement of liabilities attributable to the discontinuing
14.iii Add/(Less) Tax Expense of discontinuing operations 4
(a) On ordinary activities attributable to discontinuing operations -
(b) On gain/(!oss) on disposal of Assets/settlement of Liabilities -
15. Profit/(Loss) from discontinuing Operations (14i + /-14ii + /-14iii)
C. TOTAL OPERATIONS
16. Profit/(loss) for the year (13+/-15) 1327202 1965955 1670832 3673578
17. Earnings per Share: Continuing Operations
(1) Basic 1.33 1.97 1.67 3.67
(2) Diluted 1.33 1.97 1.67 3.67
18. Earnings per Share : Discontinuing Operations
(1) Basic -
(2) Diluted - -
19. Earnings per Share : Total Operations
(1) Basic 1.33 1.97 1.67 3.67
(2) Diluted 1.33 1.97 1.67 3.67

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The company benefited by acquisition of RST Technologies Pvt Ltd as synergy to thecomplete solution for AV Division Company has achieved Consolidated revenue of 1142.24Lakhs as against Rs.941.44. However standalone During the year under review the companyhas achieved the turnover of Rs.679.48 Lakhs as against Rs. 794.92 Lakhs during theprevious year. The profit as consolidated after tax during the year was Rs. 16.71 Lakhs asagainst Rs. 36.74 Lakhs in the previous year and standalone was Rs. 13:27 lakhs 19.66Lakhs in Previous year major reason for drop in profit additional depreciation the fixedcost (including interest) of 2 months demonetization effect on business however we haverecovered the same in present financial years.

Management Note:

a) Aerosol Spray paint: The Industry have some organic growth in compare to GlobalMarket in India however the lack of quality conscious at end user end lead competitionwith chinse cheaper material company carried some activities make quality consciousnessamong the end user should result in to better sale.

b) A V Division : There are opening new era of business specially Education sector andwe are now adding major CPWD and DDTC and Commercials Malls into our customer list andquite hope full for the future.

3. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

4. TRANSFER TO RESERVE:

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

5. DIVIDEND:

Your Directors are pleased to recommend a dividend of 5% of face value per share forthe financial year ended 31st March 2017. The dividend if approved and declared in theforthcoming Annual General Meeting would result in Dividend outflow of INR. 500000/-excluding of Dividend Distribution Tax.

6. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provision of Regulation 34 of the SEBI (LODR) Regulation 2015 theManagement Discussion and Analysis is provided as a separate section forming part of theAnnual Report is attached as annexure "A"

7. Directors' Responsibility Statement:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule II to the Act have been followed and there areno material departures from the same;

b. The Directors have selected such accounting policies consulted and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2017and of its Profit for the year ended on that date;

c. The Directors have taken proper and sufficient care 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;

d. The Directors have prepared the annual accounts for the year ended 31st March 2017on a 'going concern' basis; and

e. The Directors had laid down proper internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.

f. The Director had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review companies listed below are Company's subsidiaries jointventure or associate companies

NAME OF THE SUBSIDARY REMARKS
RST TECHNOLOGIES PVT. LTD. 100% SUBSIDARY
DATAPOINT IMPEX PRIVATE LIMITED DIRECTORS AND INTERESTED

RST TECHNOLOGIES PVT. LTD. has become the wholly owned subsidiary during the year on21/12/2015.

The performance and financial position of each of the subsidiaries as per CompaniesAct 2013 is provided to the financial statement and hence not repeated here for the sakeof brevity.

IND AGIV COMMERCE LTD. AND DATAPOINT IMPEX PRIVATE LTD. have some directors areappointed as common.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting Standards issued by the Institute of Chartered Accountants of Indiaand forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies is given in Form AOC-1 and forms integralpart of this Report.

10. PARTICULARS OF EMPLOYEES:

None of the employees of the company are in receipt of a remuneration of INR.60 Lakhsp. a or more or in receipt of INR.5 Lakhs as per Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 so the ratio of remuneration of eachdirector to the median of employees remuneration as per section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company and thus it does not form part ofthe Board Report.

11. CORPORATE SOCIAL RESPONSIBILITY;

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has adequate systems of internal control covering all financial andoperational activities. The internal control are designed to provide reasonable assurancewith regard to maintaining proper accounting controls protecting assets from unauthorizedlosses and ensuring reliability of financial and operational information and propercompliance with regulations. In the opinion of the Board an internal control systemadequate to the size of the Company is in place.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act 2013 and applicablerules There to

0 APPOINTMENT RESIGNATION RE-APPOINTMENT:

During the year Mr. Vasdev Rupani & Mr. Subhash Oberio were appointed as directorand Mr. Hitesh Kaswa was appointed as an Independent Director.

• DECLARATION BY INDEPENDENT DIRECTOR(S):

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 (6) of the Companies Act 2013 and Regulationsand Regulation 25 of the Listing Regulations.

• BOARD EVALUATION

SEBI (LODR) 2015 mandates that the Board shall monitor and review the Boardevaluation framework. The framework includes the evaluation of directors on variousparameters such as:

Q Board dynamics and framework

• Information flow

• Decision making

• Relationship with stakeholders

• Company performance and strategy

• Peer evaluation

The Companies Act 2013 states a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual director. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.

The evaluation of all directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering the aforesaidaspects of the Board's functioning. The Board approved the evaluation results as collatedby nomination & remuneration committee. The overall performance of the Board andCommittees of the Board was found satisfactory.

14. BOARD OF DIRECTOR & COMMITTEES:

Even though the company is exempted from Corporate Governance as per Regulation 15 ofSEBI (LODR) Regulation 2015 the Company is committed to maintain the highest standardsof corporate governance. The Company has formed statutory committees as prescribed by theCompanies Act 2013.

Six Board meetings were held during the year. The details of Board meetings are givenbelow:

Sr. No. Date of Meeting

1. 03/05/2016

2. 30/05/2016

3. 20/07/2016

4. 28/10/2016

5. 21/12/2016

6. 10/02/2017

A. BOARD COMMITTEES:

Composition of Board Committees:

Audit Committee Stakeholders Relationship Committee Nomination & Remuneration Committee
Kishin Mulchandani Independent Director (Chairman of the Committee) Kishin Mulchandani Independent Director (Chairman of the Committee) Kishin Mulchandani Independent Director (Chairman of tlje Committee)
Champak Shah Independent Director Champak Shah Independent Director Champak Shah Independent Director
Ranjan Chona Executive Director Mrs. Shushila Non Executive Director Ranjan Chona Director

(During the year the composition of the committees has been changed in lines with theCompanies Act 2013.

Terms of Reference and other details of Board Committees:

I. Audit Committee:

The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company's internal controls and financial reporting process and inter alia performsthe following functions:-

Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommendation for appointment remuneration and terms of appointment ofauditors of the company and approval of payment to statutory auditors for any otherservices rendered by the statutory auditors;

• Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval

• Reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

• Reviewing and monitoring the auditors' independence and performance andeffectiveness of audit process;

• Approval or any subsequent modification of transactions of the company withrelated parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

D Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

• Reviewing the adequacy of internal audit function

• Discussion with internal auditors of any significant findings and follow upthere on;

0 Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• Review of the functioning of the Whistle Blower mechanism and all redressalmechanisms and forums required under the Companies Act 2013;

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee

• Review the Management discussion and analysis of financial condition and resultsof operations;

• Review Statement of significant related party transactions (as defined by theAudit Committee) submitted by management;

• Review Management letters / letters of internal control weaknesses issued by thestatutory auditors; •

• Review Internal audit reports relating to internal control weaknesses; and

• Review of the appointment removal performance independence and terms ofremuneration of the Chief internal Auditor

0 Review of the regular internal reports to management prepared by the internal auditoras well as management's response there to;

• Review of the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board;

D Evaluating internal financial controls and risk management systems;

II. Nomination & Remuneration Committee:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration as under:

• Identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every director'sperformance.

0 The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

III. Stakeholder Relationship Committee:

The stakeholder's relationship committee has the mandate to review and redressshareholders grievances. The Committee expresses satisfaction with the Company'sperformance in dealing with the investor grievances and its share transfer system.

• VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013the Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company

15. AUDITORS:

• STATUTORY AUDITORS

The Auditors M/s Shah & Bhosale Chartered Accountants (Firm Registration No.129657W) hold office until the conclusion of the Annual General Meeting held for the yearending - 31/03/2019. The Directors recommended that M/s Shah & Bhosale..CharteredAccountants be ratified as the Statutory Auditors of the Company at the forthcomingAnnual General Meeting of the Company to hold office till the conclusion of the nextAnnual General Meeting of the Company.

• INTERNAL AUDITOR

During the period under review Mr. Santosh Doke CMA is appointed as an InternalAuditor of the Company in order to conduct the Internal Audit of the Company.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Deepak P. Singh & Associates a Practicing Company Secretary Firm toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed to this Report as Annexure "B" TheSecretarial Audit Report does contain qualification reservations or adverse remark.

16. BOARD S COMMENT ON THE AUDITORS' REPORT:

Explanation or comments by the Board on every qualification reservation adverseremark or disclaimer made by the secretarial auditor in the secretarial Audit Report areas under:-

1. The Company is in search of a suitable candidate to be appointed as CompanySecretary under the Companies Act 2013 & Regulation 6 of SEBI (LODR) Regulation2015. The Company will soon appoint & comply with requirement of the statutoryprovisions.

2. The Company is in the process of complying in accordance with Section 197 ScheduleV and rules of the Companies Act 2013 for paying remuneration to the directors beyondprescribed limit.

3. The Company is in the process of complying with the Secretarial Standards issued bythe Institute of Company Secretaries of India.

4. Since SEBI (LODR) Regulation 2015 got applicable on 1st December 2015 the companycouldn't comply with all requirements as it was new regulations. The Company is in theprocess of complying with the SEBI (LODR) Regulation 2015.

5. The Company is in the process of updating the website of the Company.

17. PARTICULARS OF LOANS INVESTMENTS GUARANTEES BY THE COMPANY:

The particulars of loans guarantees and investments made/given by the Company in theYear 2015 -2016 as per Section 186 of the Companies Act 2013 is stated as under:-

• In August 2015 the Company has invested in purchase of 100% shareholding of RSTTechnologies Pvt. Ltd for Rs.57 31200 and it became 100% subsidiary of the company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATEDPARTY TRANSACTIONS:

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 and Accounting Standard AS-18 is furnished in Annexure "C" and isattached to this report.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and also in compliance with Accounting Standards on "Related PartyDisclosure". This Policy was considered and approved by the Board.

Following is the Disclosure as required under Para A Schedule V of SEBI (LODR)Regulation 2015:

Sr. No. In ' the Accounts of

Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.

1 Subsidiary Company Particulars Amount
RST Advances 321080.00
Technologies Sale & Services Charges 198636.00
Pvt Ltd Receivables/Payable 235097.00

19. DEPOSITS LOANS AND ADVANCES

Your Company has not accepted any Public Deposits and as such no amount on account ofprincipal or interests on public deposits was outstanding as on March 31 2017. Thedetails of loans and advances which are required to be disclosed in the Company's annualaccounts pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges are mentioned inNotes to accounts forming a part of this Report.

20. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL

HARASSMENT AT WORKPLACE

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.

No of complaints received: Nil
No of complaints disposed off: Nil

21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE

The provisions of Section 134(3)(m) of the Companies Act 2013 relating toconservation of energy and technology absorption are not applicable to the Company.However the Company has been continuously and extensively using technology in itsoperations.

There has been no foreign exchange earnings and foreign exchange outgo during the yearunder review.

22. DETAILS of significant and material orders passed by the REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.

Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 isnot required.

23. RISK MANAGEMENT:

The Company has not formed risk management committee as the company is exempted fromthe same according to Reg 15 of the SEBI (LODR) Regulation 2015.

24. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"Annexure D".

25. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to the wholehearted help andco-operation the Company has received from the Share holders & stake holders businessassociates partners vendors clients government authorities and bankers of theCompany.The relations between the management and the staff were cordial during the periodunder review. The Company also wishes to put on record the appreciation of the work doneby the staff. Your Directors appreciate and value the trust imposed upon them by themembers of the Company.

By order of the Board

For M/S. IND AGIV COMMERCE LIMITED

LALIT SINGH CHOUHAN KISHIN MULCHANDANI
Director Director
(DIN:00081816) (DIN: 02582500)
Place : Mumbai
Date : lOth July 2017