Your Directors present this 23rd Annual Report of the Company together with the AuditedStatement of Accounts for the year ended 31st March 2017.
|Particulars ||Current Year 2016-17 ||Previous Year 2015-16 |
| ||(in Rupees) ||(in Rupees) |
|Total Income ||3482421 ||2907617 |
|Profit/(Loss) before Finance Cost and Depreciation ||585463 ||(1459013) |
|Less : Finance Cost ||- ||- |
|Profit/(Loss) before Depreciation ||585463 ||(1459013) |
|Less : Depreciation ||31832 ||40133 |
|Profit/(Loss) before Tax ||553631 ||(1499146) |
|Provision for Tax || || |
|Current Tax ||166090 ||0 |
|Deferred Tax ||0 ||4248 |
|Tax For earlier Years ||0 ||0 |
|Balance of Profit/(Loss) for the year before Extra-Ordinary items ||387541 ||(1503394) |
|Extra-Ordinary items ||- ||80000 |
|Balance of Profit/(Loss) for the year after Extra-Ordinary items ||387541 ||(1583394) |
|Balance Brought forward from the Previous year ||(1186517) ||396877 |
|Amount available for appropriation ||- ||- |
|Proposed Dividend ||- ||- |
|Tax on proposed Dividend ||- ||- |
|Balance Profit/(Loss) carried to Balance Sheet ||(798976) ||(1186517) |
During the year under review your Company sustained with limited growth path due towhich though the gross total income increased from Rs. 2907617/- to Rs. 3482421/- incomparison of last year and the Company incurred loss of (798976) in the year underreview as compared to loss incurred in previous year of Rs. (1186517).
Your directors did not recommend payment of any dividend for the year ended 31stMarch 2017.
On the recommendations of nomination and remuneration committee Mr. Shaishav Shah hasbeen appointed as Independent Director of the Company with effect from 10thFebruary 2017 to hold office for a term of five years. A brief profile of Mr. ShaishavShah is given separately in the notice convening AGM. Your directors recommend hisappointment for the members' approval.
On the recommendations of nomination and remuneration committee Mr. Natvarlal Chavdahas been appointed as Independent Director of the Company with effect from 09thAugust 2017 to hold office for a term of five years. A brief profile of Mr. NatvarlalChavda is given separately in the notice convening AGM. Your directors recommend hisappointment for the members' approval.
On the recommendations of nomination and remuneration committee Ms. Vina Joshi hasbeen appointed as Independent Director of the Company with effect from 09thAugust 2017 to hold office for a term of five years. A brief profile of Ms. Vina Joshi isgiven separately in the notice convening AGM. Your directors recommend her appointment forthe members' approval.
On the recommendations of nomination and remuneration committee Mr. Vishal Desai hasbeen appointed as Whole-time Director of the Company with effect from 09thAugust 2017 to hold office for a term of three years. A brief profile of Mr. Vishal Desaiis given separately in the notice convening AGM. Your directors recommend his appointmentfor the members' approval.
Mr. Bhadresh Bhavsar has resigned as Independent Director of the Company with effectfrom 09th August 2017.
Transfer to Reserves
Due to Loss for the year under review accumulated loss in the tune of Rs. 7.98 Lakhswas transferred to General Reserve.
Number of Board Meetings held during the year
The number of Board Meetings held during the year from 1st April 2016 to 31stMarch 2017 is given below:
1. 27th May 2016
2. 26th July 2016
3. 12th August 2016
4. 22nd August 2016
5. 14th November 2016
6. 10th February 2017
7. 10th March 2017
The time gap between any two meetings did not exceed four months. The compliance reportin respect of laws applicable to the Company has been periodically reviewed by the Boardof Directors of the Company.
Directors' Responsibility Statement:
Your directors' confirm:
I. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departure.
II. That the directors have selected such accounting policies & applied themconsistently & made judgment & estimates that are reasonable & prudent so asto give a true & fair view of the state of affairs of the company at the end of thefinancial year & of the Profit of the company for the year.
III. That the directors have taken proper & sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company & for preventing & detecting fraud &other irregularities.
IV. That the directors have prepared the annual accounts on a going concern basis.
Listed on Stock Exchanges
At Present the Equity shares of the Company are listed and traded with the Bombay StockExchange Limited and the Listing Fee for the year 2017-18 has been duly paid. Scrip Codeof the Company is 539595.
Corporate Governance Report
As per SEBI LODR Compliance with the provisions of regulation 17 through 27 andclauses (b) to (i) of sub - regulations 46 and Para C D and E of schedule V is notmandatory for the time being in respect of the following class of Companies:
a. Companies having paid -up equity share capital not exceeding Rs. 10 crore and NetWorth not exceeding Rs. 25 Crore as on the last day of previous financial year;
b. The listed entity which has listed its specified securities on the SME Exchange;
As such our Company falls in the ambit of aforesaid exemption Consequently CorporateGovernance does not forms part of the Annual Report for the Financial Year 2016-17.However the Company is following industry best corporate governance standards.
Associate & Subsidiary Companies
The company does not have any Associate or Subsidiary Companies
The Company has not invited or accepted any fixed deposit from the public during theyear under review.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexureto this report.
Extracts of Annual Return and other disclosures under Companies (Appointment &Remuneration) Rules 2014
The Extract of Annual Return in Form MGT-9 as per Section 134 (3) (a) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies(Management & Administration) Rules 2014 duly certified by the Practising CompanySecretary is annexed hereto and forms part of this report. Further the Disclosure in theBoard Report under Rule 5 of Companies (Appointment & Remuneration) Rules 2014 isalso annexed hereto and forms part of this report.
Declaration on Independent Directors
The Board of Directors declares that the Independent Directors Mr. Shaishav Shah Mr.Natvarlal Chavda & Ms. Vina Joshi:
a) in the opinion of the Board are persons of integrity and possesses relevantexpertise and experience;
b) who were or were not a promoter of the company or its holding subsidiary orassociate company who are not related to promoters or directors in the company itsholding subsidiary or associate Company;
c) Who have or had no pecuniary relationship with the company its holding subsidiaryor associate company;
d) Their promoters or directors during the two immediately preceding financial yearsor during the current financial year;
e) 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 percent or more of its gross turnover of 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;
Who either himself or any of his relatives -
i. 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 thethree financial years immediately preceding the Financial Year in which he is proposed tobe appointed;
ii. is or has been an employee or propriety or a partner in any of the three financialyears immediately preceding the Financial Year in which he is proposed to be appointed of-
A Firm of Auditors or Company Secretaries in Practice or Cost Auditors or the Companyor its Holding Subsidiary or Associate Company; or
Any legal or a consulting firm that has or had any transaction with the Company itsHolding Subsidiary or Associate Company amounting to ten percent or more of the grossturnover of such firm;
iii. Holds together with his relative two per cent or more of the total voting powerof the Company; or
iv. Is a Chief Executive or Director by whatever name called of any non-profitorganization that receives twenty-five percent 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.
Particulars of Loans Guarantees or Investments
The particulars of Loans Guarantees or Investments as covered under provision ofsection 186 of the Companies Act 2013 made by the Company during Financial Year 2016-17are given under the respective head and the same is furnished in the notes to theFinancial Statement.
Related Party Transactions
There were no materially and significant transaction with Related Parties i.e.Promoters Directors or the Management their Subsidiaries or relatives conflicting withthe Companies interest. There were no transactions that took place with related partieswhich can be considered not to be in the normal course of business.
Particulars of Employees
None of the Employees of the Company was in receipt of the remuneration exceeding thelimits prescribed under section 197 of the Companies Act 2013 as amended during the yearunder review.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and out-go
Since your Company does not own any manufacturing facility particulars aboutConservation of Energy and Technology Absorption are not applicable. The Foreign ExchangeEarnings and out-go for the year under review is nil.
Risk Management Policy Implementation
The board takes responsibility for the overall process of risk management in theorganization. Risk Management is the process of minimising and mitigating the risk. Itsstart with identification and evaluation of risk. The Company has followed strict approachto deal with possibility of any risk in the finance business. To Control the Operationalrisk Company has taken several measures and applied strict credit strategies. Through adetailed risk management programme each functional head addresses opportunities and theattendant risks through a systematic approach aligned to the Company's objectives. Theaudit committee also reviews reports covering operational financial and other businessrisk areas.
Formation and Adoption of Different Policies:
a) Policy Determination of Materiality: In Accordance with Regulation 30 of the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 the Company has adopteda policy determination of Materiality containing Disclosure of Events or Informationrelating to specified securities.
b) Policy for Preservation of Documents: Regulation 9 of SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 requires every listed entity should formulate apolicy for preservation of documents and accordingly the Company has adopted the same anduploaded the same on the website.
c) Policy on Materiality of Related Party Transactions: The Company has adopted apolicy of Related Party Transactions with a view to set out the materiality thresholds forthe Related Party Transactions and the manner of dealing with the transactions between theCompany and its related parties based on the Companies Act 2013 SEBI (LODR) Regulationsand any other laws and regulations as may be applicable to the Company.
d) Whistle Blower Policy: The Company has adopted the Whistle Blower Policy for theiremployees and directors to report the concerns about unethical behaviour actual orsuspected fraud or violation of the code of conduct or policy as per Section 177(9) of theCompanies Act 2013 and as per Regulation 22 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.
A Nomination & Remuneration Policy has been formulated pursuant to the provisionsof section 178 and other applicable provisions of the Companies Act 2013 and rulesthereto and SEBI LODR stating therein the Company's policy and Directors/Key ManagerialPersonnel/other Employees appointment and remuneration recommended by the Nomination andRemuneration Committee and approved by the Board of Directors. The said policy may bereferred on Company's Website.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2016-17 the Company has not received any complaint on sexual harassment.
M/s. Jayesh Patel & Co Chartered Accountants Ahmedabad (Membership No. 034745)retires at the ensuing Annual General Meeting and are eligible for re-appointment. Inaccordance with the provisions of the Companies Act 2013 it is proposed to re-appointthem as Auditors for the Financial Year 2017-18 from the conclusion of this Annual GeneralMeeting (AGM) until the conclusion of the next Annual General Meeting subject to theapproval of shareholders.
The Audit Committee comprises of Mr. Shaishav Shah (Independent Director) Mr. VishalDesai (Independent Director) and Mr. Ashish Pandya all are financially literate and havingaccounting and related Administrative Expertise.
The Independent Auditors and the Secretarial Auditors of the Company are also invitedto the Audit Committee meetings. The Chairman of the Audit Committee Mr. Shaishav Shah waspresent at the Annual General Meeting of the Company held on 29th September2016.
During the financial year 2016-17 Seven (7) meetings of the Audit Committee were heldas on:
1. 27thMay 2016
2. 26thJuly 2016
3. 12thAugust 2016
4. 22ndAugust 2016
5. 14thNovember 2016
6. 10thFebruary 2017
7. 10th March 2017
As on March 31 2017 all three Directors of the Board are the Members of AuditCommittee & the details of the meetings attended by members during the year 2016-17are as follows:
|Name of Member ||Designation ||No. of Meeting held ||No. of Meeting attended |
|Dhvani Contractor ||Chairman ||7 ||7 |
|Ashish Pandya ||Member ||7 ||3 |
|Shaishav Shah ||Member ||7 ||1 |
Stakeholders Relationship Committee
In compliance with the provisions of Listing Agreement and Section 178 of CompaniesAct 2013 the Company re-constituted this committee as "Stakeholders RelationshipCommittee". This committee of the Board of the Company looks into various issuesrelating to shareholders/investors including transfer and transmission of shares held byshareholders in physical format as well as non-receipt of dividend Annual Report sharesafter transfer and delays in transfer of shares. The committee also looks into issuesincluding status of dematerialization/rematerialization of shares and issue of duplicateshare certificates and tracks investor complaints and suggests measures for improvementfrom time to time.
During the financial year 2016-17 Seven (7) meetings of the Shareholders' /Investors'Grievance Committee were held as on:
1. 26th July 2016
2. 12th August 2016
3. 14th November 2016
4. 10th March 2017
As on March 31 2017 the Shareholders'/Investors' Grievance Committee comprised of thefollowing members & the details of the meetings attended by members during the year2016-17 are as follows:
|Name of Member ||Designation ||No. of Meeting held ||No. of Meeting attended |
|Ashish Pandya ||Chairman ||4 ||2 |
|Shaishav Shah ||Member ||4 ||1 |
|Dhvani Contractor ||Member ||4 ||4 |
Nomination and Remuneration Committee
In compliance of Section 178 of Companies Act 2013 the Board has constituted theRemuneration Committee. The terms of reference of the committee inter alia includeSuccession planning for Board of Directors and Senior Management Employees identifyingand selection of candidates for appointment of Directors/Independent Directors based oncertain laid down criteria's identifying potential individuals for appointment of KeyManagerial Personnel and other Senior Managerial position and review the performance ofthe Board of Directors and Senior Management Personnel including Key Managerial Personnelbased on certain criteria approved by the Board. While reviewing the performance thecommittee ensures that the remuneration is reasonable and sufficient to attract retainand motivate the best managerial talents remuneration commensurate with the performanceof individual and group and also maintains a balance between fixed and incentive payreflecting both short and long term objectives of the Company.
Your Directors wish to place on record their appreciation for the whole hearted andsincere cooperation the Company has received from its banker State Bank of India andvarious Government agencies. Your Directors also wish to thank all the employees for theirco-operation.
| || |
For Natco Economicals Limited
|Place: Ahmedabad ||Ashish Pandya ||Vishal Desai |
|Date: 26th May 2017 ||(Whole Time Director) ||(Director) |