Your Directors have pleasure in submitting their 24th Annual Report of theCompany together with the Audited Statements of Accounts of the Company for the year endedon 31st March 2018.
1. FINANCIAL PERFORMANCE/HIGHLIGHTS:
During the year under review the Company has incurred Profit of Rs. 2284860/-. YourDirectors look forward to improve the financial position of the Company and are optimisticabout the future growth and performance of the Company.
The summarized financial results of the Company for the period ended 31stMarch 2018 are as follows:
| || ||(Amount in Lakhs.) |
|Particulars ||Year Ending 31st March 2018 ||Year Ending 31st March 2017 |
|Sales ||413.97 ||183.95 |
|Other Income ||65.85 ||10.27 |
|Total Income ||479.82 ||194.22 |
|Less: Expenditure ||453.83 ||195.62 |
|Profit/(loss)before Interest Depreciation Tax ||25.99 ||(1.40) |
|Less: Interest ||0 ||0 |
|Less: Depreciation & Amortization Cost ||0 ||0 |
|Less: Extraordinary items ||0 ||0 |
|Profit/(loss)Before Tax ||25.99 ||(1.40) |
|Less: Tax Expenses(current + Deferred Tax) ||3.14 ||0 |
|Profit/(loss)after Tax ||22.85 ||(1.40) |
2. CONSOLIDATED FINANCIAL STATEMENT
The Financial Statement of the Company for the Financial year 2017-18 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Consolidated Financial Statement has been prepared on the basis ofthe audited financial statement of the Company as approved by their respective Board ofDirectors. Pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company the Consolidated Financial Statements along with all relevant documentsand Auditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweb link www.padmanabhindustries.com.
In view to conserve the resource of the Company your Directors do not recommend anydividend for the year ended 31st March 2018.
4. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has One (1) Subsidiary Company.
|CIN ||Name of Company ||Date of Incorporation |
|U74110GJ2016PTC094837 ||M/S Padmanabh Sports Private Limited ||23/12/2016 |
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.
6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY
During the year the Company altered its Main Object Clause of the Memorandum ofAssociation of the Company through shareholders approval by postal ballot and the samebecame effective w.e.f. 11/11/2017. Through the said alteration the Company added two newobjects to its main object clause apart from the existing four.
7. ADOPTION OF NEW SET OF MOA
Pursuant to the shareholders' approval obtained through Postal ballot on 11thNovember 2017 the company has adopted new set of Memorandum of Association.
8. CHANGES IN SHARE CAPITAL OF THE COMPANY
During the period under review the Authorised share capital of the Company has beenincreased from Rs. 50000000 (divided into 5000000 Equity share of Rs. 10 each) to Rs.75000000 (divided into 7500000 Equity share of Rs. 10 each).
At present the paid up Equity Share Capital of the Company is Rs. 60775000 /-(SixCrore Seven Lakh Seventy Five thousand rupees only). During the period under review thecompany has issued 1500000 equity shares of Rs.10/- each at a price of Rs.61/- onprivate placement basis. Your Company does not have any ESOP scheme for itsemployees/Directors.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposit) Rules 2014 during the period under review.Hence the requirement for furnishing the details of deposits which are not in compliancewith Chapter V of the Act is not applicable.
10. TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to reserves.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which these financial statementsrelate and the date of this report.
12. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Board has formed the Risk Management Committee comprising of three directors asmembers (Mr. Ashish Shah Mr. Hemal Shah and Mr. Sandip Gandhi) and the said committeelooks after the risk management plan of the Company. The Committee has developed andimplemented Risk Management Policy. However in the opinion of the Board the risks whichmay threaten the existence of the company are very minimal.
14. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO: A. CONSERVATION OF ENERGY:
the steps taken or impact on conservation of energy : Nil
i. the steps taken by the company for utilizing alternate sources of energy : None
ii. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a) the details of technology imported : None
b) the year of import : N.A.
c) whether the technology been fully absorbed : N.A.
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.
iv. the expenditure incurred on Research and Development : Nil
C. FOREIGN EXCHANGE EARNING & OUTGO :
Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL
15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the year the Company has given loan and the details of such loan given areprovided in note no.9 of the financial statements for the year ended on 31stMarch 2018. Further the Company has not made any investments during the period underreview.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(2) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure "A".
18. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
i. a) Composition of Board;
|Name of Directors ||Designation ||Category ||No. of Board Meeting held during the year ||No. of Board Meeting attended |
|Mr. Ashish M. Shah ||Chairman & Managing Director ||Executive director ||9 ||9 |
|Mr. Dhwanil Saumilbhai Bhavnagari (w.e.f. 26/09/2017) ||Director ||Non executive director ||9 ||5 |
|Mr. Hemal S. Shah ||Director ||Independent ||9 ||9 |
|Mr. Sandeep N. Gandhi ||Director ||Independent ||9 ||9 |
|Mrs. Kosha M. Shah ||Director ||Independent ||9 ||9 |
|Mr. Bhavin S. Shah (upto 12/12/2017) ||Director ||Non-executive director ||9 ||3 |
During the year Mr. Bhavin S. Shah (DIN: 02216130) resigned from the post ofDirector of the Company w.e.f. 12th December 2017.
Mr. MAUNISHKUMAR S. GANDHI resigned from the post of company secretary of thecompany. w.e.f. 23rd April 2018.
c) Appointments during the year:
During the year Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) was appointedas Director of the company w.e.f. 26th September 2017.
ii. RETIREMENT BY ROTATION
In accordance with the provisions of section 152 of the Act and in terms of Articlesof Association of the Company Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) beingliable to retire by rotation shall retire at the ensuing Annual General Meeting and beingeligible offer himself for reappointment. The Board recommends his reappointment.
iii. KEY MANAGERIAL PERSONNEL
As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:
1. Mr. Ashish Mahendrabhai Shah Chairman & Managing Director
2. Mr. Rameshbhai Harilal Shah Chief Financial Officer
3. Mr. Devang K. Prajapati Company Secretary (w.e.f. 11/08/2018)
iv. NUMBER OF BOARD MEETINGS
During the year under review the Board duly met Nine (9) times on 26/05/201710/07/2017 17/07/2017 10/08/2017 09/10/2017 11/11/2017 12/12/2017 09/01/2018 and10/02/2018 in respect of said meetings proper notices were given and proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose.
v. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
vi. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING :
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.
During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.
19. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
a) in the preparation of the annual financial statements for the year ended on 31stMarch 2018 applicable accounting standards have been followed along with properexplanation relating to material departures if any
b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at 31st March 2018 and of the Profit ofthe company for the year ended on that date
c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities
d) The annual financial statements are prepared on a going concern basis.
e) proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and
f) The systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.
20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014 as amended from time to time. It adheres to theterms of reference which is prepared in compliance with Section 177 of the Companies Act2013 and SEBI (LODR) Regulations 2015. The Members of the Committee are:-:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director ||4 ||4 |
|2. ||Mr. Sandip N. Gandhi ||Member ||Independent Director ||4 ||4 |
|4. ||Mr. Ashish Mahendrabhai Shah ||Member ||Executive Director ||4 ||4 |
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
During the financial year ended on 31st March 2018 the Audit Committee met(4) Four times on 26/05/2017 10/08/2017 11/11/2017 and 10/02/2018.
21. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
The said policy is also available on the website of the Company atwww.padmanabhindustries.com
22. NOMINATION AND REMUNERATION COMMITTEE
a) Composition of Nomination and Remuneration Committee:
As on the date of this report the Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category ||Number of meeting held ||Number of meeting attended |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director ||1 ||1 |
|2. ||Mr. Sandip N. Gandhi ||Member ||Independent Director ||1 ||1 |
|4. ||Mrs. Kosha M. Shah ||Member ||Independent Director ||1 ||1 |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis available on the website of the Company.
Meetings of Nomination and Remuneration Committee:
During the year one meeting of the Committee was held on 26/09/2017
23. Postal Ballot
During the year pursuant to Section 110 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 (including any statutoryamendment(s) or re-enactment(s) made thereunder) your Company passed the followingresolution through postal ballot as per the details below
|Date of Postal ballot Notice ||: 09/10/2017 |
|Date of declaration of result ||: 13/11/2017 |
|Voting period ||: 13/10/2017 to 11/11/2017 |
|Date of approval ||: 11/11/2017 |
|Name of resolution ||Type of resolution ||No. of votes polled ||Votes cast in favour ||Votes cast against |
| || || ||No. of votes ||% ||No. of votes ||% |
|To Alter the object clause of Memorandum of Association of the company ||Special ||1349535 ||1349535 ||100 ||0 ||0 |
|Adoption of new Memorandum of Association of the Company ||Special ||1349535 ||1349535 ||100 ||0 ||0 |
24. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category |
|1. ||Mr Hemal S. Shah ||Chairman ||Independent Director |
|2. ||Mr. Ashish M. Shah ||Member ||Non-Promoter Executive |
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/ Investors registered with SEBI at the end of the current financialyear ended on 31st March 2018 are 5 (five). As on the date of this reportthere are 1 (one) pending complaint.
The Compliance officer of the Company is Mr. Devang K. Prajapati (w.e.f. 11/08/2018)
Meetings of the Committee
The Committee duly met One (1) time 31st October 2017.
25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has placed an adequate Internal Financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
i. STATUTORY AUDITORS
M/s. Nitin K. Shah & Co. Chartered Accountants the Statutory Auditors of theCompany were appointed at the 22nd Annual General Meeting held on 30th August2016 to hold office from the conclusion of Twenty second (22nd) Annual GeneralMeeting (AGM) till the conclusion of 27th Annual General Meeting to be held in the year2021 (subject to ratification of their appointment at every AGM).
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
There are no qualifications reservations or adverse remarks made by M/s. Nitin K. Shah& Co. Chartered Accountants the Statutory Auditors of the Company in their report.
ii. SECRETARIAL AUDITOR
As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 our Company needs to obtain Secretarial Audit Report from Practicing CompanySecretary and therefore M/s Vishwas Sharma & Associates Company Secretaries had beenappointed to issue Secretarial Audit Report for the period ended on 31st March 2018.
Secretarial Audit Report issued by M/s Vishwas Sharma & Associates CompanySecretaries in Form MR-3 attached and marked as "Annexure B" for the periodunder review forms part of this report. The said report does not contain observation orqualification.
iii. COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
28. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure "C" and is attached to this Report.
29. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
30. CORPORATE GOVERNANCE
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the Company is not having thepaid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs.25 crores thesaid provisions are not applicable. As our Company does not have the paid up share capitalexceeding Rs.10 crores and Net worth exceeding Rs. 25 crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.
31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexureto this report.
32. FINANCIAL CALENDAR
The Company expects to announce the unaudited/audited quarterly results for the year2018-19 as per the following schedule:
|First quarter ||: 2nd week of August 2018 |
|Half-yearly results ||: 2nd week of November 2018 |
|Third quarter ||: 2nd Week of February 2019 |
|Yearly Results ||: By end of May 2019 |
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Ashish M. Shah |
|Date : 11/08/2018 ||Chairman cum Managing Director |
|Place : Ahmedabad ||(DIN: 03129204) |