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Nirbhay Colours India Ltd.

BSE: 526349 Sector: Others
NSE: N.A. ISIN Code: INE218T01010
BSE 05:30 | 01 Jan Nirbhay Colours India Ltd
NSE 05:30 | 01 Jan Nirbhay Colours India Ltd

Nirbhay Colours India Ltd. (NIRBHAYCOLOURS) - Director Report

Company director report

To

The Members

PARTH INDUSTRIES LIMITED

The Directors' present the Annual report on the business and operations of your Companyfor the year 2017-18.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended 31.03.2018 Year Ended 31.03.2017
(Rs.) (Rs.)
Gross Sales/Income 4141050 5349812
Less Depreciation 39208 40091
Profit/(Loss) before Tax 422100 347826
Taxes/Deferred Taxes 129657 120000
Profit/(Loss) After Taxes 292443 227826
P& L Balance b/f (6826164) (7053990)
Profit/ (Loss) carried to Balance Sheet (6533720) (6826164)

2) NATURE OF BUSINESS

The Company is engaged in the business of Consultancy.

There was no change in the nature of the business of the Company during the year underreview.

3) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES

The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.

4) TRANSFER TO RESERVES

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 292443/- has been carried forward tocredit balance of profit & loss account in surplus.

5) CHANGE OF NAME

The Company not changed its name during the year under review.

6) PARTICULARS OF EMPLOYEES:

None of the top ten employees of the Company drew remuneration of Rs.10200000/- ormore per annum or Rs. 850000/- or more per month during the year as per amendment byMinistry of Corporate Affairs dated 30th June 2016. Hence no information isrequired to be furnished as required under Rule 5(2) and 5(3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

7) SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31 2018 is Rs.33500000/-

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.

8) FINANCE

The Company has not borrowed loan from any Bank or Financial institution during theyear under review.

9) 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.

10) 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.

11) BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either/or value to shareholders ability of companyto achieve objectives ability to implement business strategies the manner in which thecompany operates and reputation as "Risks". Further such Risks are categorizedin to Strategic Risks Operating Risks & Regulatory Risks. A detailed exercise iscarried out to identify evaluate manage and monitoring all the three types of risks.

12) 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 externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

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.

13) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The company has adopted a Whistle Blower Policy whichaffords protection and confidentially to Whistle blowers. The Audit Committee Chairman isauthorized to receive Protected Disclosures under this Policy. The Audit Committee is alsoauthorized to supervise the conduct of investigations of any disclosures made whistleblowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31 2018 noProtected Disclosures have been received under this policy.

14) PREVENTION OF INSIDER TRADING

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulation2015 which came into effect from May 2015. Pursuant thereto the Company has formulatedand adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct for regulatingMonitoring and reporting of Trading by Insiders" and "Code of Practices andProcedures for fair Disclosure of Unpublished price Sensitive Information" has beenframed and adopted. The Code requires pre-clearance for dealing in the Company's sharesand prohibits purchase or sale of Company shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Company is Responsible forimplementation of the Code.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the Board of Directors of the Company has laid down a Code of Conduct for all BoardMembers and Senior Management Personnel of the Company. The said Code of Conduct has beenposted on the website of the Company. The Board Members and Senior Management Personnel ofthe Company have affirmed compliance with the Code. The Chairman & Managing Directorof the Company has given a declaration to the Company that all the Board Members andSenior Management Personnel of the Company have affirmed compliance with the Code.

The Board of Directors and designated employees have confirmed compliance with theCode.

15) DIRECTORS:

a) Composition of Board of Directors as on 31st March 2018:

S.No. Name of Director Category No. of Directorship(s) held in Indian public & private Limited Companies (Excluding this Company) Committee(s) position (Excluding this Company)
Member Chairman
1 Mr. Raghvendra Kulkarni Managing Director Executive Non Independent Nil Nil Nil
2 Mr. Deepal Gandhi CFO Executive Non Independent Nil Nil Nil
3 Ms. Sonal Gandhi Non Executive Independent Nil Nil Nil
4 Mr. Divyakant Gandhi Non Executive Independent Nil Nil Nil
5 Mr. Vipulbhai Jana Non Executive Independent Nil Nil Nil

b) Meeting of Board of Directors and attendance thereon:

The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company Ahmedabad. The meeting dates aredecided well in advance and the agenda and notes on agenda are circulated in advance tothe directors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.

During the year 2017-18 07 (Seven) Board Meetings were convened and duly held on:

04/04/2017 15/04/2017 05/05/2017 27/05/2017 14/08/2017 13/11/2017 09/02/2018

The Board of Directors of the Company was present at the following Board Meeting heldduring the year under review.

Name of Director Board Meetings Held Meetings attended Attendance at last AGM
Mr. Raghvendra Kulkarni 7 6 YES
Mr. Deepal Gandhi 7 7 YES
Ms. Sonal Gandhi 7 7 YES
Mr. Divyakant Gandhi 7 7 YES
Mr. Vipulbhai Jana 7 7 YES

Details of the last three Annual General Meetings:

Meeting Year Venue of AGM Date Time Whether Special resolution passed
Annual General Meeting 2016-17 6 2nd Floor Baronet Complex Ramnagar Sabarmati Ahmedabad- 380005 11th September 2017 01.00 P.M. No
Annual General Meeting 2015-16 1-2 Moon Light 3rd Floor Gurukul Drive In Road Memnagar Ahmedabad 30th September 2016 10.00 A.M. Yes
Annual General Meeting 2014-15 407 Sarita Complex B/H. Hotel Classic Gold C.G. Road Ahmedabad - 380009 26th September 2015 11.00 A.M. Yes

Details for Special Resolution had passed in last AGM:

2017

No Special Resolution had passed during the AGM.

2016

1) Appointment of Ms. Sonal Gandhi (DIN: 07351479) as an Independent Director of theCompany.

2) Appointment of Mr. Divyakant Gandhi (DIN: 07351488) as an Independent Director ofthe Company.

3) Appointment of Mr. Vipulbhai Jana (DIN: 07457196) as an Independent Director of theCompany.

4) Regularize the Appointment of Mr. Deepal Gandhi (DIN:07351470) as Regular Directorof the Company.

2015

1) Appointment of Ms. Lovely Kunal Doshi (DIN: 07192669) as Regular Director of theCompany.

2) Appointment of Ms. Manorama Jitendra Shah (DIN: 07108562) as an IndependentDirector of the Company.

3) Regularize the Appointment of Mr. Kunal Doshi (DIN: 06852748) as a Regular Directorof the Company.

4) Regularize the Appointment of Mr. Raghvendra Gopalrao Kulkarni (DIN:

06970323) as Regular Director of the Company.

5) Adoption of new articles of association of the company containing regulation inconformity with Companies Act 2013.

Extra Ordinary General Meeting during the year under review:

No Extra Ordinary General Meeting was held during the year under review.

c) Changes in Directors and Key Managerial Personnel:

Mr. Deepal Gandhi Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.

d) 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 SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015.

e) 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.

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

f) 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 under the head Nomination and RemunerationCommittee.

g) 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 Seven Board Meetings and One Independent Directors' meeting and fourAudit Committee Meetings were convened and held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.

16) COMMITTEES OF BOARD OF DIRECTORS:

The Company had Three Board Committees. These are as under:

1. Audit Committee

2. Remuneration Committee

3. Share Transfer & Shareholders/Investor Grievance Committee

Moving with various committees formed and reported in the previous Annual Report and inline with the requirements of SEBI and Stock Exchanges the Board has formally constitutedthe following committees of Directors.

1. Audit Committee:

The Audit committee constituted by the Board of directors as per the Regulation 18 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as well as inSection 177 of the Companies Act 2013 comprises of three members viz. Ms. Sonal GandhiDirector (Non Executive) who is appointed as Chairman Mr. Vipul Jana (Non Executive) andMr. Divyakant Gandhi (Non Executive) who are aware with finance accounts management andcorporate affairs.

Three independent members constitute the quorum of the said Audit Committee Meeting.

The Audit Committee of the Board of Directors of the Company Inter-alia providesassurance to the Board on the adequacy of the internal control systems and financialdisclosures.

The audit committee while reviewing the Annual Financial Accounts ensures compliance ofthe Accounting Standard (AS) issued by the Institute of Chartered Accountants of India.

• Review the financial reporting process and disclosure of its financialinformation

• Review with the management Annual financial statements before submission to theBoard

• Review with the management statutory Auditors and Internal Auditors andadequacy of internal control systems

• Review the company's accounting and risk management policies

• Review the company's accounting and management reporting systems and updates thesame from time to time.

• Recommend the appointment and removal of statutory and Internal Auditors andfixation of fees for the same.

• Review quarterly financial statement

• Review internal investigations made statutory/ Internal Auditors.

• Scope of Statutory/ Internal Audit.

• Review fixed deposits/repayment systems etc.

• Review related party transactions.

The terms and reference of the Audit Committee covers the matters specified as per SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 besides otherterms as may be referred from time to time by the Board of Directors. The Audit Committeemet four times during the year;

27/05/2017 14/08/2017 13/11/2017 09/02/2018.

2. Remuneration Committee:

The Remuneration Committee shall act in accordance with the prescribed provisions ofSection 178 of the Companies Act 2013. Remuneration Committee reviews the overallcompensation policy service agreements and other employment conditions of Managing/Wholetime Directors and Managing Director.

The Composition of remuneration committee is as under;

Ms. Sonal Gandhi - Chairman Non Executive Director
Mr. Vipul Jana - Member Non Executive Director
Mr. Divyakant Gandhi - Member Non Executive Director

Remuneration Committee constituted for the purpose of considering remuneration ofexecutive and non-executive directors.

Non- Executive Director

The Company has not paid any sitting fees to any of the Directors of the Company.

Meeting of the Nomination and remuneration committee was held on 09/02/2018 during theyear under review.

Terms of reference of the Committee inter alia include the following:

Nomination of Directors/Key Managerial Personnel/Senior Management*

1. To evaluate and recommend the composition of the Board of Directors;

2. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down by the Committee;

3. Consider and recommend to the Board appointment and removal of directors otherpersons in senior management and key managerial personnel (KMP);

4. Determining processes for evaluating the effectiveness of individual directors andthe

Board as a whole and evaluating the performance of individual Directors;

5. To administer and supervise Employee Stock Options Schemes (ESOS) including framingof policies related to ESOS and reviewing grant of ESOS;

6. Formulate the criteria for determining qualifications positive attributes andindependence of a Director;

7. To review HR Policies and Initiatives.

Role of the Committee:

The Committee shall:

a) Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

b) Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this Policy;

c) Lay down the evaluation criteria for performance evaluation of Independent Directorand the Board;

d) Recommend to the Board appointment remuneration and removal of Director KMP andSenior Management;

e) To devise a Policy on Board diversity.

f) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

Remuneration of Directors/Key Managerial Personnel/Senior Management*/ other Employees

Evolve the principles criteria and basis of Remuneration policy and recommend to theBoard a policy relating to the remuneration for all the Directors KMP Senior Managementand other employees of the Company and to review the same from time to time.

a) The Committee shall while formulating the policy ensure the following:

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to Directors KMP and Senior Management involves a balance betweenfixed and incentive pay reflecting short and long term performance objectives appropriateto the working of the Company and its goals.

* Senior Management for the above purpose shall mean personnel of the Company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the executive directors including the functional heads.

NOMINATION & REMUNERATION POLICY:

Purpose of this Policy:

The company has adopted this Policy on appointment and remuneration of the DirectorsKey Managerial Personnel and Senior Management (the "Policy") as required by theprovisions of Section 178 of the Companies Act 2013 (the "Act") and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The purpose of this Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure that remuneration to Directors KMP and Senior Management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

c) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

The Committee should ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully and the relationship of remuneration toperformance is clear and meets appropriate performance benchmarks.

Definitions:

Independent Director means a director referred to in Section 149(6) of the Act andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time.

Key Managerial Personnel (the "KMP") shall mean "Key ManagerialPersonnel" as defined in Section 2(51) of the Act.

Nomination and Remuneration Committee by whatever name called shall mean aCommittee of Board of Directors of the Company constituted in accordance with theprovisions of Section 178 of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Remuneration means any money or its equivalent given or passed to any person forservices rendered by him and includes perquisites as defined under the Income-tax Act1961.

Senior Management means personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the Executive Directors including all functional heads.

Words and expressions used and not defined in this Policy but defined in the Act orany rules framed under the Act or the Securities and Exchange Board of India Act 1992 andRules and Regulations framed there under or in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 or the Accounting Standards shall have themeanings assigned to them in these regulations.

Criteria for Determining the followings:-

1 Qualifications for appointment of Directors (including Independent Directors)

a) Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service;

b) Their financial or business literacy/skills;

c) Other appropriate qualification/experience to meet the objectives of theCompany;

d) As per the applicable provisions of Companies Act 2013 Rules made there underand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.

2 Positive attributes of Directors (including Independent Directors):

• Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict constructively and the willingness to address issues proactively;

• Actively update their knowledge and skills with the latest developments in therailway/heavy engineering/infrastructure industry market conditions and applicable legalprovisions;

• Willingness to devote sufficient time and attention to the Company's businessand discharge their responsibilities;

• To assist in bringing independent judgment to bear on the Board's deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct;

• Ability to develop a good working relationship with other Board members andcontribute to the Board's working relationship with the senior management of the Company;

• To act within their authority assist in protecting the legitimate interests ofthe Company its shareholders and employees;

• Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.

3 Independence Standards

The following would be the independence review procedure and criteria to assist theCommittee to evaluate the independence of Directors for recommending to the Board forappointment. A Director is independent if the Board affirmatively determines that theDirector does not have a direct or indirect material relationship with the Companyincluding its affiliates or any member of senior management. "Affiliate" shallmean any company or other entity that controls is controlled by or is under commoncontrol with the Company.

Also the candidate shall be evaluated based on the criteria provided under theapplicable laws including Companies Act 2013 read with Rules thereon and the ListingAgreement with the Stock Exchanges. In addition to applying these guidelines the Boardwill consider all relevant facts and circumstances in making its determination relating toa director's independence.

Independence Review Procedures

1. Annual Review

The director's independence for the independent director will be determined by theBoard on an annual basis upon the declaration made by such Director as per the provisionsof the Companies Act 2013 read with Rules thereon and the Listing Agreement.

2. Individual Director's Independence Determinations

If a director nominee is considered for appointment to the Board between Annual GeneralMeetings a determination of independence upon the recommendation of the Committee shallbe made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for eachdirector after consideration of all the relevant facts and circumstances and the standardsset forth herein. The Board reserves the right to determine that any director is notindependent even if he or she satisfies the criteria set forth by the provisions of theCompanies Act 2013 read with Rules thereon and the Listing Agreement.

3. Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change incircumstances that may put his or her independence at issue.

Criteria for appointment of KMP/Senior Management

• To possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities;

• To practice and encourage professionalism and transparent working environment;

• To build teams and carry the team members along for achieving thegoals/objectives and corporate mission;

• To adhere strictly to code of conduct

Term

The Term of the Directors including Managing/Whole time Director/Independent Directorshall be governed as per the provisions of the Act and Rules made there under and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.

Whereas the terms of the KMP (other than the Managing/Whole time Director) and SeniorManagement shall be governed by the prevailing H R policies of the Company.

Evaluation

The Committee shall carry out evaluation of performance of every Director. TheCommittee shall identify evaluation criteria which will evaluate Directors based onknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence. Theappointment/reappointment/continuation of Directors on the Board shall be subject to theoutcome of the yearly evaluation process.

Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act Rules and Regulations there under and/or for any disciplinary reasons andsubject to such applicable Acts Rules and Regulations and the Company's prevailing HRpolicies the Committee may recommend to the Board with reasons recorded in writingremoval of a Director KMP or Senior Management.

Remuneration of Managing/Whole-time Director KMP and Senior Management

The remuneration/compensation/commission etc. as the case may be to theManaging/Whole time Director will be governed by the relevant provisions of the CompaniesAct 2013 and applicable Rules and Regulations and will be determined by the Committee andrecommended to the Board for approval. The remuneration/compensation/commission etc. asthe case may be shall be subject to the prior/post approval of the shareholders of theCompany and Central Government wherever required. Further the Chairman & ManagingDirector of the Company is authorised to decide the remuneration of KMP (other thanManaging/Whole time Director) and Senior Management based on the standard market practiceand prevailing HR policies of the Company.

Remuneration to Non-executive/Independent Director

The remuneration /commission/sitting fees as the case may be to the Non-Executive/Independent Director shall be in accordance with the provisions of the Act and the Rulesmade there under for the time being in force or as may be decided by theCommittee/Board/shareholders. An Independent Director shall not be entitled to any stockoption of the Company unless otherwise permitted in terms of the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to time.

3. Share Transfer & Shareholders'/Investor Grievance Committee:

The Share Transfer & Shareholders'/Investor Grievance committee comprises as under:

Ms. Sonal Gandhi - Chairman Non Executive Director
Mr. Vipul Jana - Member Non Executive Director
Mr. Divyakant Gandhi - Member Non Executive Director

The committee is responsible for approving and monitoring transfers transmissionsplitting and consolidation of shares issued by the Company. In addition to that thecommittee also monitors redressal of complaints from shareholders relating to transfer ofshares non-receipt of balance sheet etc. No sitting fees is paid to the committeemembers. The Committee reviewed redressal of investors Grievances pertaining to sharetransfer dematerialization of shares replacement of lost mutilated and old sharecertificates change of address etc. The committee has also taken steps to strengtheninginvestors relations.

The meetings of the members of Share Transfer and Share Holder Grievance Committee wereheld on below mentioned date Audit Committee met four times during the year;

14/04/2017 18/07/2017 13/10/2017 17/01/2018

The status of shareholders' complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on 31stMarch 2018) is given below:-

Complaints Status: 01.04.2017 to 31.03.2018

• Number of complaints received so far : Nil
• Number of complaints solved : Nil
• Number of pending complaints : Nil

17) CORPORATE GOVERNANCE:

The paid up share capital and net worth is below the prescribed limit for mandatoryapplicability of Corporate Governance Report so the Company has decided not to opt for thetime being.

18) DIVIDEND

Since the Company has not made sufficient profit the directors are unable to recommendany dividend during the year under review.

19) DEPOSITS

During the year under review the Company has not accepted any deposits to which theprovisions of section 73 74 of the Companies Act 2013 read with Acceptance of DepositsRules 2014 as amended are applicable.

20) 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 2018 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 2018 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.

21) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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 are Nil.

22) RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

23) 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.

24) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March 2018. Thisis also being supported by the report of the auditors of the Company as no fraud has beenreported in their audit report for the financial year ended 31st March 2018.

25) BOARD'S COMMENT ON THE AUDITORS' REPORT:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3) (f)of the Companies Act 2013.

26) AUDITORS

A. Statutory Auditors

The Company's Auditors M/s. Suresh R. Shah & Associates Chartered AccountantsAhmedabad who was appointed in the Annual General Meeting in the year 2016 for a block of5 year until the conclusion of the Annual General Meeting to be held in 2021 subject toratification of their appointment at every annual general meeting. Hence the board hasrecommended ratifying his appointment for FY 2017-18 as they are eligible for theappointment.

B. Internal Auditor

The Company has appointed M/s. Hemant C. Parikh & Co. Chartered AccountantsAhmedabad as internal auditors of the company.

C. 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 CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof 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 demat form as required under Regulation 31(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

The company has informed the Promoters about the mandatory requirement of dematingtheir shares. They are in the process of complying with these requirements.

b) Publication of notice of Board of Directors:

The Company has not published notice of meeting of the board of directors wherequarterly financial results shall be discussed and financial results as required underRegulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In this regard the management of the Company has provided the following reply:

Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and submitted to BSE Limited. c) Appointmentof Company Secretary:

The company has taken note of non compliance with respect to Appointment of CompanySecretary and is in the process of appointment of the same.

27) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report pursuant to Schedule V of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 forms part ofthis Report and the same is annexed hereto.

28) SEGMENT:

Your Company is engaged in a single segment only.

29) 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".

30) DISCLOSURE AS PER 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 against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.

During the financial year 2017-18 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March2018.

31) DISCLOSURES:

(a) Materially significant related party transactions:

The same are appropriate disclosed in the note forming parts of the financialstatement.

(b) During the last three Years there were no penalties strictures imposed byeither SEBI or stock Exchange or any statutory authority for non- Compliance of any matterrelated to the capital market.

Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approvedby share transfer committee. Share Transfer requests received in physical form areregistered within 30 days and demat requests are confirmed within 15 days.

Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization ofshares:

Name: MCS Share Transfer Agent Limited
Address: 201 Shatdal Complex 2nd Floor
Ashram Road Ahmedabad-380009
Tel: 079-26582878
Fax: 079-25681296
Email: mcsstaahmd@gmail.com

 

Date Time and venue of Annual General Meeting : 25th September 2018 at 02.00 P.M.
: 6 2nd Floor Baronet Complex Ramnagar
Sabarmati Ahmedabad- 380005

32) MEANS OF COMMUNICATIONS:

The half Yearly and quarterly results of the Company were not published in any newspaper but regularly forwarded to the Bombay Stock Exchange where the Company's share arelisted. The Company has not considered it necessary to circulate half yearly results atthe residence of shareholders as there is no significant up and down in the activities ofthe company having material impact on the shareholders interest.

The Company's financial results and officials news releases are displayed on theCompany's website i.e. www.parthindustriesltd.webs.com

Further the Company has not made any presentation to any financial institutionalInvestors/analysts or banks during the year.

Listing of Equity Shares on Stock Exchanges: BSE Limited a. Stock Code: BSE 526349 b.Demat ISIN number: INE094S01017

c. Market price data: High/Low of Monthly Market Price of the Companies Equity Sharestraded on Bombay Stock Exchange during the financial year 2017-18:

The Company has no data to report in this segment.

d. Registered and Transfer Agent: The Company has appointed M/s MCS Share TransferAgent Limited as the common agency both in respect of demat shares.

e. Share Transfer System: Valid Share transfer in physical form and complete in allrespects were approved and registered within the stipulated period.

Dividend Payment Date (Proposed): Dividend if any will be paid within thestipulated period after its declaration by the members at the AGM.

Distribution of Shareholding as on March 31 2018

Share Holding of Nominal Value No. of sharehold ers Percentage of Total share holders Amt. of Shares held (Rs.) Percentage of Share Amount
Up to 5000 6417 97.76% 6422000 19.17%
5001 – 10000 1 0.01% 29000 0.09%
10001 – 20000 1 0.01% 76000 0.23%
20001 - 30000 1 0.02% 87000 0.26%
30001 -40000 1 0.02% 108000 0.32%
40001 -50000 2 0.03% 218000 0.65%
50001 -100000 2 0.03% 220000 0.66%
Above 100000 139 2.12% 26340000 78.62%
Total 6564 100.00% 33500000 100.00%

Shareholding pattern as on 31st March 2018

Category No. of share held % of shareholding
a. Promoters and persons who may be deemed to be acting in concert including promoter/directors group Companies 652000 19.46%
b. Financial Institutions / Banks
b. Other bodies corporate 532300 15.89%
c. Indian public 2165700 64.65%
Total 3350000 100%

Dematerialization of shares: As on 31-03-18 Demat shares accounted for 266600 EquityShares of total equity.

Listing on Stock Exchanges : BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street Mumbai – 400023

Address for Correspondence:

Parth Industries Limited

6 2nd Floor Baronet Complex Ramnagar

Sabarmati Ahmedabad- 380005

Website: www.parthindustriesltd.webs.com

MCS Share Transfer Agent Limited

201 Shatdal Complex

2nd Floor Ashram Road

Ahmedabad-380009

Financial Calendar:

1st quarterly results – Second week of August 2018

2nd quarterly results – First week of November 2018

3rd quarterly results – Second week of February 2019

4th quarterly results – Last week of April 2019

Date of Book Closure: September 19 2018 to September 25 2018 (both daysinclusive)

Top 10 Shareholders as on 31st March 2018 (Other than Promoters):

Sr. No. Name Shareholding % of Holding
1 Innovative Infraplus India Limited 198000 5.91
2 Prime Corporate Services Limited 89600 2.67
3 Parshva Texchem (India) Private Limited 23900 0.71
4 Anar Project Limited 23300 0.70
5 Sujay Jyotindra Mehta 22400 0.67
6 Shitalnath Consultant Pvt Ltd 22400 0.67
7 Dakshesh Rameshchandra Shah 22400 0.67
8 Payal Sujay Mehta 22400 0.67
9 Rajratna Bigcinemas Private Limited 22300 0.67
10 Sakshi Barter Pvt Ltd 22300 0.67

33) MATERIAL CHANGES AND COMMITMENT :

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

34) CORPORATE SOCIAL RESPONSIBILITY (CSR): Not Applicable:

35) 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.

36) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.

37) ACKNOWLEDGEMENT:

The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.

For and on Behalf of the Company
For Parth Industries Limited
Date: 11/08/2018
Place: Ahmedabad
Sd/- Sd/- Sd/-
Divyakant Gandhi Deepal Gandhi Sonal Gandhi
Director Director Director
DIN: 07351488 DIN: 07351470 DIN: 07351479

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