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Madhuveer Com 18 Network Ltd.

BSE: 531910 Sector: Others
NSE: N.A. ISIN Code: INE312M01016
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NSE 05:30 | 01 Jan Madhuveer Com 18 Network Ltd
OPEN 1.29
PREVIOUS CLOSE 1.29
VOLUME 1200
52-Week high 1.41
52-Week low 1.28
P/E 64.50
Mkt Cap.(Rs cr) 1
Buy Price 1.29
Buy Qty 3600.00
Sell Price 1.28
Sell Qty 1705.00
OPEN 1.29
CLOSE 1.29
VOLUME 1200
52-Week high 1.41
52-Week low 1.28
P/E 64.50
Mkt Cap.(Rs cr) 1
Buy Price 1.29
Buy Qty 3600.00
Sell Price 1.28
Sell Qty 1705.00

Madhuveer Com 18 Network Ltd. (MADHUVEERCOM) - Director Report

Company director report

To

The Members

TOHEAL PHARMACHEM LIMITED.

The Directors' present the Annual report on the business and operations of your Companyfor the year 2016-2017.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended 31.03.2017 Year Ended 31.03.2016
(Rs.) (Rs.)
Gross Sales/Income 1294274 1133018
Less Depreciation NIL NIL
Profit/(Loss) before Tax 54513 124116
Taxes/Deferred Taxes NIL NIL
Profit/(Loss) After Taxes 10989 86881
P& L Balance b/f (33139048) (33225929)
Profit/ (Loss) carried to Balance Sheet (33128059) (33139048)

During the year under review the total income was Rs. 1591246/- as compared to Rs.1133018/- of that of the previous Year. After making all necessary provisions forcurrent year and after taking into account the current year net Loss the surplus carriedto Balance Sheet is Rs. 10989/-

NATURE OF BUSINESS:

The Company is engaged in the Business of Pharma trading entertainment and consulting.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company has one Subsidiary Company named Sakshi Barter Private Limited.

Financial Details of the company is as under.

Particulars Year Ended 31.03.2017 Year Ended 31.03.2016
(Rs.) (Rs.)
Gross Sales/Income 98059 -3100
Less Depreciation - -
Profit/(Loss) before Tax 98059 -3100
Taxes/Deferred Taxes 30000 -
Profit/(Loss) After Taxes 68059 -3100
P& L Balance b/f 9057.50 12157.50
Profit/ (Loss) carried to Balance Sheet 77116.50 9057.50

TRANSFER TO RESERVES:

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 10989/- has been carried forward toReserves and Surplus.

DIVIDEND:

The Company has insufficient profit hence your Directors do not recommend anydividend during the year.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2017 was Rs. 94807000 /- During theyear under review the company has not changed its capital.

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issue of sweat equity shares

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

FINANCE:

The Company has not borrowed any fund from Bank or financial institution during theyear under review.

FIXED DEPOSITS:

The Company has not accepted any deposit from the public during the year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

BUSINESS RISK MANAGEMENT:

Risk management is embedded in your company's operating framework. Your companybelieves that managing risk helps in maximizing returns. The company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Company's reputationfor quality product differentiation and service coupled with existence of powerful brandimage with robust marketing network mitigation the impact the impact of price risk onfinished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.

Strategic Risks

Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained servicesof external audit firm named A R T and Associates to review its existing internal controlsystem with a view of tighten the same and introduce system of self certification by allthe process owners to ensure that internal controls over all the key business processesare operative.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companyi.e. www.tohealpharmachem.com

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Mr. Yogendra Machchhar will retire at the forthcoming Annual General Meeting of theCompany and being eligible offer himself for reappointment.

During the year Mr. Sujay Mehta has resigned from the post of Director with effect from13/08/2016 and Mr. Ketan Hamirani has been appointed as Independent Director of theCompany with effect from 13/08/2016.

b) Declaration by an Independent Director(s) and reappointment if any

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 Regulation25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.

d) 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. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year fourteen Board Meetings and one Independent Directors' meeting and fourAudit Committee Meetings were convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum/Rs.850000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2017 and of theprofit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis.

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

AUDITORS:

A. Statutory Auditors

The Company's Auditors M/s P. Dalal & Co. Chartered Accountant Ahmedabad whoretires at the ensuing Annual General Meeting of the Company is eligible forreappointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. Asrequired under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.

B. Secretarial Audit

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 Ms. Preeti Jain Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A".

Reply to the qualification Remarks in Secretarial Audit Report:

a) 100% promoter holding is not in de-mat form as required under Regulation 31(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

The Company is in process of achieve 100% promoter holding in de-mat form.

b) The Company has not published notice of meeting of the board of directors wherefinancial results shall be discussed and financial results as required under Regulation47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Though the Company has not published notice for Financial Result and financial resultthe company has uploaded the same on Website of the company and also submitted to BSELimited also.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:

Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 are complied with.

As per Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Corporate Governance Report Management Discussion and Analysis andthe Auditor's Certificate regarding compliance of conditions of Corporate Governance areattached separately and form part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND 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 read withRule 8 of The Companies (Accounts) Rules 2014 is Nil.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-B".

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2016-17 the company has not received any complaintson sexual harassment and hence no complaints remain pending as of 31 March 2017.

MATERIAL CHANGES AND COMMITMENT:

No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility under section 135(1) of Companies Act 2013 is notapplicable as the Company does not have net worth of Rs.500.00 crores does not haveturnover Rs.1000.00 crores and does not have net profit of Rs.5.00 crores during thefinancial year and hence the company is exempted to comply the provision of section134(4)(o) of Companies Act 2013.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

By Order of the Board of Directors

For Toheal Pharmachem Limited

Place : Ahmedabad
Date : 14/08/2017
Sd/- Sd/-
(Atul Pandit) (Harsh Shah)
Managing Director Director
DIN: 02293998 DIN: 01662085