Your Directors have pleasure in presenting the 37th Annual Report along with theAudited Financial statements of the Company for the financial year ended 31st March 2018.
FIRST YEAR OF IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS):
This is the first year of implementation of the Indian Accounting Standards (Ind AS).The standalone financial statements for the year ended March 31 2018 have been preparedin accordance with the Indian Accounting Standards (Ind AS) notified under section 133 ofthe Companies Act 2013 read with Companies (Accounts) Rules 2014. The financialstatements for the year ended March 312017 have been restated in accordance with Ind ASfor comparative information
|Particulars ||For the Year ended on 31.03.2018 ||For the Year ended on 31.03.2017 |
|Total Income ||3361965 ||5556654 |
|Total Expenditure ||7132245 ||9008433 |
|Profit/(Loss) before taxation ||(3770280) ||(3451779) |
|Provision for Tax ||- ||- |
|Profit/(Loss) after Taxation ||(3770280) ||(3451779) |
The company is doing Manufacture business of Lavigated China Clay Micronized Kaolin& High Grade Silica Sand. During the year the company has incurred net loss ofRs.3770280/- (Previous Year loss of Rs. 3451779/-).
BUSINESS OUTLOOK/STATE OF AFFAIRS:
General outlook for the company for the year 2017-2018is not encouraging. Due to lackof order in the market of clay products and lack of support of the Government itsturnover has decreased. Its Total Income has decreased to Rs. 33.62 Lakhs in the currentyear from Rs. 55.57in the previous financial year. The loss of the company decreasedduring the year to Rs. 37.70 Lakhs in comparison to Rs. 34.52 lakh in previous year.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) fJl OF THE COMPANIES ACT. 2013
For the financial year ended 31st March 2018 the Company has incurred loss thereforeno amount is transferred to General Reserve Account.
In view of past losses Directors did not recommend any dividend for the equityshareholders for the financial year2017-18.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43Aof LODR Regulation 2015 the regulation related to DividendDistribution Policy is not applicable to the Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made investments covered under theprovisions of section 186 of the Companies Act 2013 during the period under review.
Presently the Paid up Share Capital of the Company is Rs. 52117500/- divided in to5300900 Equity Shares of Rs. 10/- each. There is calls in arrear of Rs. 891500/-.
DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:
In accordance with the provisions of Section 152 of the Companies Act 2013 PratapraiG Davda Whole time Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. The Board recommendshis re-appointment for the consideration of the Members of the Company at the ensuingAnnual General Meeting. Mr Laxman Kandoriya was appointed as Additional Director on24thApril 2018 to hold the said office till the date of ensuing Annual General Meeting. Anotice has been received from him proposing his candidature for his reappointment. TheBoard on recommendation of the Nomination and Remuneration Committee recommends hisappointment as Director of the Company. Mr Kishor G Davda Whole time director hasresigned with effect from 14th February 2018 due to his other preoccupation. In terms ofthe provisions of Section 203 of the Act Mr. Prataprai G Davda Whole Time Director isthe Key Managerial Personnel of your Company. There was no other change in the directorsand KMP during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that she/he meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013.
The Board of Directors of your Company met 5(Five)Times during the year to carry thevarious matters. The Meetings were convened on 30th May 2017 11th August 2017 30thOctober 2017 14thDecember 2017 and 14th February 2018.
ThemaximumintervalbetweenanytwoconsecutiveBoardMeetingsdidnotexceed120 days. Attendanceof Directors at the Board Meeting is as under:
The maximum intervaI between any two consecutive Board Meetings did not exceed 120days. Attendance of Directors at the Board Meeting is as under:
|Sr. No. ||Name of Director ||No. of Board Meetings attended |
|1 ||Mr. Prataprai Davda ||5/5 |
|2 ||Mr. Kishor Davda ||4/5 |
|3 ||Mr Dhirajlal Madhvani ||5/5 |
|4 ||Mr.Dhwani Mirani ||5/5 |
The Board of Directors of the Company is committed to assess its own performance as aBoard in order to identify its strengths and areas in which it may improve itsfunctioning. To that end the Nomination and Remuneration Committee has established theprocess for evaluation of performance of all the Directors and the Board includingCommittees. The Company has devised a Policy for performance evaluation of all theDirectors the Board and the Committees which includes criteria and factors forperformance evaluation. The appointment / re-appointment /continuation of Directors on theBoard shall be based on the outcome of evaluation process.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration.
The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013and Regulation 18 of the SEBI LODR The Audit Committee acts as a linkamong the Management the Statutory Auditors and the Board of Directors to oversee thefinancial reporting process of the Company. The Committee's purpose is to oversee thequality and integrity of accounting auditing and financial reporting process includingreview of the internal audit reports and action taken report. During the Financial Year2017-185Audit Committee Meetings were held on 30th May 201711th August 201730thOctober 201714th December2017and 14th February 2018.
Composition of Audit Committee and attendance record of members for 2017-18.
|Sr. No. ||Name of Directorship ||Chairman/ Member ||Category || |
No. of Meetings during FY 2017-18
| || || || ||Held ||Attended |
|1 ||Mr Dhirajlal Shamji Madhavani ||Chairman ||Independent ||5 ||5 |
|2 ||Mr Prataprai Gopaldas Davda ||Member ||Executive ||5 ||5 |
|3 ||Ms.Dhwani Mirani ||Member ||Independent ||5 ||5 |
The necessary quorum was present for all the meetings.
NOMINATION AND REMUNERATION COMMITTEE:
The Composition of Nomination and Remuneration Committee is as under:
I. Mr.Dhirajlal Madhwani-Chairman Non-Executive and Independent Director
ii. Mrs Dhwani Mirani -Non-Executive and Independent Director
iii. MrPrataprai Davda-Executive Director
In the financial year 2017-2018 the Nomination and Remuneration Committee met onetime. The Meetings was held on 30th May 2017.
Attendance of Nomination and Remuneration Committee Members is as under:
|Sr. No. ||Name of Director ||No. of Meeting attended |
|1 ||Mr.Dhirajlal Madhwani ||1/1 |
|2 ||Mrs Dhwani Mirani ||1/1 |
|3 ||Mr Prataprai Davda ||1/1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Composition of Stakeholders Relationship Committee is as under:
I. Mr.Dhirajlal Madhwani -Chairman Non-Executive and Independent Director
ii. Mrs Dhwani Mirani -Non-Executive and Independent Director
iii. MrPrataprai Davda-Executive Director
In the financial year 2017-2018 Stakeholders Relationship Committee met four times.The Meetings was held on 30th May 201711th August 201714th December2017and 14thFebruary 2018.
Attendance of Stakeholders Relationship Committee Members is as under:
|Sr. ||Name of Director ||No. of Meeting attended |
|1 ||Mr. Dhirajlal Madhwani ||4/4 |
|2 ||Mrs Dhwani Mirani ||4/4 |
|3 ||Mr Prataprai Davda ||4/4 |
INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:
The Company has an adequate system of internal controls commensurate with the size andthe limited nature of its business activities
RISK MANAGEMENT POLICY:
The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.
The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.
DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION & REDRESSAL1ACT. 2013:
The compliance regarding Disclosures under Section 22 of Sexual Harassment of Women atWork (Prevention Prohibition and Redressal) Act does not apply to the Company as thetotal employee is less than Ten. However the Company is committed to provide a safe &conducive work environment to its employees. At present the company has no female staff.During the year your Company has not received any complaints under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.
As your company's paid up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.
Declaration regarding compliance of Code of Conduct by Board Members is also included.
DIRECTOR'S 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) of the Companies Act 2013:
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable 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 and ofthe profit or loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
Pursuant to the provisions of Section 139(2) and Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended M/s Samir Gandhi & Co. (FirmRegistration No.31547) Chartered Accountant was appointed as a Statutory Auditor of theCompany in the Annual General Meeting held on 30th September2015 for a term of five (5)consecutive years to hold office from the conclusion of the Annual General Meeting heldforthe financial year 2015-2016 till the conclusion of the 39thAnnual General Meeting ofthe Company to be held for the financial year 2019-2020.The Company has received acertificate from the said Auditors that they are eligible to hold office as the Auditorsof the Company and are not disqualified for being so appointed forthe financial year31.3.2019.The Ministry of Corporate Affairs vide its Notification dated 7th May 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sappointment is not included in the Notice of the ensuing Annual General Meeting.
STATUTORY AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
1. The accumulated losses at the end of financial year 2017-2018 are more than 50% ofCompany's net worth. Justification:-Due to various reasons the business of clay in theworld is not encouraging. Due to lack of order in the market of clay products and lack ofsupport of the Government its turnover has decreased. However to maintain a listedcompany it fixed overhead remain the same but the turnover has decreased drastically.
Other observations of the auditors are self-explanatory in nature read with the notesto the accounts and need no further clarification
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as Annexure I.
SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
The observations of the Secretarial Auditor and reply of the management is mentionedbelow:
(a) The Company has not appointed Company Secretary and CFO as required under section203 of Companies Act 2013 and rules made thereunder during the year 2017-18:- The Companyis looking for a suitable candidate for the same but due to weak financial problem nocandidate is willing to join the company.
(b) The company has not appointed Qualified Company Secretary as compliance officer ofthe Company as per regulation 6 of SEBI (LODR) Regulations 2015:- The Company is lookingfor a suitable candidate.
The Company has yet to create the website and upload the documents and informationas required under the Companies Act and Regulation 46 of SEBI (LODR) Regulations 2015:-The Company is in process of updating the website.
(d) The Company has not published Advertisement in newspaper as per Regulation 47 ofSEBI (LODR) Regulations 2015: Due to lack of business activities and huge losses thecompany is unable to publish the information in the newspaper however the company ensuresto submit all necessary information and documents with the Stock Exchange in due course oftime.
(e) The Company has not appointed Internal Auditor during the period under review:-TheBoard will ensure the compliance.
(f) The Constitution of the Nomination & Remuneration Committee is not inaccordance with section 178 of Companies Act 2013 and Regulation 19ofSEBI (LODR)Regulations 2015:-The Company is looking for a suitable candidate for the same but due toweak financial problem no candidate is willing to join the Board of Directors of thecompany.
(g) Dhirajlal Madhvani Independent Director of the Company has disqualified to be anIndependent director as perthe section 149(6)(d) of Companies Act2013 due to commercialtransaction with his relative with the company which is 2% of total turnover of thecompany during the period under review:- The Company is taken on lease the office premisesof wife of Independent director Mr.Dhirajlal Madhvani 3 years back. However due todownfall in the business turnover of the company the rent paid to her exceeds the 2% limitprovided in the Companies Act 2013.The Company is paying the same rent from last 3 yearsand there is no revision in the lease rent and which is paid as per the market norms.
(h) The accumulated losses at the end of financial year 2017-2018 are more than 50% ofCompany's net worth:- Due to various reason the business of clay in the world is notencouraging. Due to lack of order in the market of clay products and lack of support ofthe Government its turnover has decreased. However to maintain a listed company it fixedoverhead remain the same but the turnover has decreased drastically.
(i) The company has not complied with the regulation 31 (2) of SEBI(LODR) according towhich 100% shareholding of promoters shall be in Demat Form:- The Promoters are in processof doing necessary compliances.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany which have occurred between end of the financial yearand the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no orders passed by the regulators or courts orTribunals impacting the goingconcern status and company's operation in future.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.There were no materially significant transactions with Related Parties during thefinancial year 2017-18 which were in conflict with the interest of the Company andaccordingly no disclosure is made in respect of related party transactions. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:
Your Company does not have any activity relating to conversion of energy or technologyabsorption. FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow
DETAILS OF SUBSIDIARYCOMPANIES/JOINT VENTURE:
During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/Associate Company of your Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual Report and is annexed herewith and marked asAnnexure II.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is given as Annexure III to this report.
Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top ten employees of thecompany in terms of remuneration drawn during 2017-18 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).
(i) Your Company has not issued any shares with differential voting.
(ii) There was no revision in the financial statements.
(iii) Your Company has not issued any sweat equity shares.
PREVENTION OF INSIDERTRADING:
The Company has ensured the compliance of Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Company is in process to adopt the Code of Conduct for prevention of InsiderTrading.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.
| ||For and On Behalf of the Board of Directors |
|Place:Mumbai ||For KACHCHH MINERALS LIMITED |
|Date: 14th August 2018 || |
| ||Prataprai G Davda |
| ||Chairman |
| ||(DIN 01149981) |