Your Directors feel pleasure in presenting their Annual Report together with theAudited Statements of accounts for the Financial Year ended on 31st March2016.
1. FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results 2016-17 are as under:
| || |
(Rs. In Lacs)
|Particulars || |
| ||Previous Year 2015-16 ||Current Year 2016-17 |
|Sales & Other Income ||- ||- |
|Financial Expenses ||- ||- |
|Other Expenses ||5.87 ||7.67 |
|Depreciation ||0.06 ||0.06 |
|Profit/(Loss) Before Taxation ||(5.93) ||(7.73) |
|Provision for Income Tax || ||- |
|Provision for Deferred Tax ||0.16 ||- |
|Profit after Taxation ||(6.10) ||(7.73) |
|Appropriation for Interim Dividend and Tax thereon || ||- |
|Transfer to General Reserve ||- ||- |
|Surplus brought forward ||(560.29) ||(566.38) |
|Balance Carried to Balance Sheet ||(566.38) ||(574.11) |
During the year the company has not carried out any revenue generating activities dueto unfavourable business conditions and huge losses incurred during the year.
During the year due to heavy losses company does not recommend any Annual Dividend.
A. DEPOSITS AND LONG TERM BORROWINGS:
During the year Company has not accepted any Deposits or long term borrowings from anyparty.
B. RELATED PARTIES TRANSACTIONS
During the year Company has not entered in to any related party transactions asdefined under section 188 of Companies Act 2013 and hence no relevant disclosure have beenmade in relevant section.
5. SUBSIDIARIES AND JOINT VENTURE
1. Timila Barter Limited
2. Yancy Vincom Limited
6. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2016-17 the Board of Directors states that:
a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2017 and ofthe profits for the year ended 31st March 2017;
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 annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
7. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.
Pursuant to the provisions of Section 139 141 142 and all other applicable provisionsof the Companies Act 2013 (the "Act") read with Rule 3(7) of the Companies(Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) the Company recommends to appoint M/s PrakashPatwari & Co Chartered Accountants Kolkata (Membership No. 060583) as the StatutoryAuditors of the Company to hold office from the conclusion of this meeting until theconclusion of the next Annual General Meeting and at such remuneration as shall be fixedby the Board of Directors.
The Auditors' report for financial year 2016-17 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed M/s. J Akhani Associates Company Secretaries Ahmedabad asSecretarial Auditors of the Company for FY 2016-17. A Secretarial Audit Report for FY2016-17 is annexed herewith as Annexure A.
The Board has appointed M/s J Akhani & Associates Company Secretaries Ahmedabadas Secretarial Auditors of the Company for FY 2017-18.
9. DIRECTORS AND KEY MANAGARIAL PERSONNEL:
APPOINTMENT AND RESIGNATION
During the Financial Year 2016 17 Mr. Suryanarayan Somaskandan was appointed asAdditional Director on the Board of Directors. Except that no changes have taken place inthe Board of Company.
RE APPOINTMENT OF DIRECTORS
There are no Directors whose term expires at ensuing Annual General Meeting.
DIRECTORS RETIRING BY ROTATION
Out of the present Board Members none of the Directors are subject to retirement byrotation. Company is in process of recruiting an appropriate Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2017-18 confirming that they meetthe criteria of independence as prescribed under the Act and erstwhile Listing Agreementand SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met Ten times on 15/04/2016 19/05/2016 30/05/2016 18/07/2016 27/07/201614/08/2016 01/09/2016 14/11/2016 14/02/2017 25/03/2017.
POLICY ON DIRECTORS' APPOINTMENT
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification/appointment of Directors.
MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.
The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:
A) Components of Remuneration
- Fixed Pay comprising Basic Salary HRA Car Allowance (applicable to General Managers& above employees) Conveyance Allowances /Reimbursement Company's contribution toProvident Fund Superannuation Fund Gratuity etc.
- Variable Pay which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors asfollows:
- Sitting Fees of Rs. 2000/- for each meeting of the Board or any Committee thereofattended by them;
- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As the Directors of the Company have not been paid any remuneration disclosure underprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required.
11. AUDIT AND RISK MANAGEMENT:
During the year the Board decided that the Audit Committee shall also carry out therole of Risk Management and so Audit Committee has been re named as Audit and RiskManagement Committee and also changed its terms of reference in this context.
Composition and Attendance of Audit Committee:
|Name of Members of Audit Committee ||Designation |
|Ms. Appavoo Chitra ||Chairman |
|Mr. Santosh Awasthi ||Member |
|Mr. Bhavinkumar Patel ||Member |
The Company had earlier adopted a Whistle Blower Policy since March 2015 in compliancewith erstwhile Listing Agreement and Companies Act 2013. The Policy empowers all theStakeholders to raise concerns by making Protected Disclosures as defined in the Policy.The Policy also provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and also provides for direct access to the Chairman of theAudit Committee in exceptional casts. The functioning of the Whistle Blower mechanism isreviewed by the Audit Committee on a quarterly basis.
RISK MANAGEMENT POLICY
The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed various risks factors with potential impact onthe Company in achieving its strategic objectives or may threaten its existence. ThePolicy lays down procedures for risk identification assessment monitoring review andreporting. The Policy also lists the roles and responsibilities of Board and RiskManagement Committee.
12. ENVIRONMENT HEALTH AND SAFETY
The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.
13. CORPORATE GOVERNANCE
Provisions of Regulation 17 to 27 to SEBI (LODR) Regulations 2015 are not applicable tothe Company. However as stipulated by Regulation 34 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 Corporate Governance Report is annexed toDirector Report and forms part of this Annual Report. Certificate of the Auditorsregarding compliance with the conditions of Corporate Governance as stipulated inRegulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 isannexed to the Board's Report.
14. MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated by Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report form part of this AnnualReport.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2016-17 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2015.
16. THE EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 is annexed to this Directors' Report.
APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.
|PLACE: AHMEDABAD ||FOR MAGNUM LIMITED |
|DATE: 01.09.2017 ||SANTOSH KUAMR AWASTHI |
| ||DIRECTOR |