To The Members PARTH INDUSTRIES LIMITED
The Directors present the Annual report on the business and operations of yourCompany for the year 2016 - 17.
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
| ||(Rs.) ||(Rs.) |
|Gross Sales/Income ||5349812 ||46979144 |
|Less: Depreciation ||40091 ||5716 |
|Profit/(Loss) before Tax ||347826 ||5228792 |
|Taxes/Deferred Taxes ||120000 ||1090000 |
|Profit/(Loss) After Taxes ||227826 ||4138792 |
|P& L Balance b/f ||(7053990) ||(11192781) |
|Profit/ (Loss) carried to Balance Sheet ||(6826164) ||(7053990) |
Above mentioned figures were derived from audited Balance Sheet for the financial yearended on 31st March 2017.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR:
During the year under review the Company has earned income of Rs. 5349812 ascompared to Rs. 46979144/- of previous year. The Company has made profit of Rs.227826/- as compared to profit of Rs. 4138792/- of previous year. Efforts are beingmade to improve the performance of the Company.
CHANGE IN THE NATURE OF BUSINESS
The Company has not changed its main object during the year under review.
Since the Company has not made sufficient profit the directors are unable to recommendany dividend during the year under review.
The Board of Directors of the company has carried Rs. 227826/- to Reserve &surplus.
CHANGE OF NAME
The Company has not changed its name during the year under review.
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any shares with differential rights during the year underreview.
ISSUE OF SWEAT EQUITY SHARE
The company has not issued any sweat equity shares during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the company has appointed Mr. Deepal Gandhi as a CFO ofthe company w.e.f. 01/04/2016.
During the year under review the company has accepted resignation of Mrs. ManoramaShah fom the directorship of the company w.e.f. 30/04/2016.
During the year under review Ms. Sonal Gandhi Mr. Divyakant Gandhi and Mr. Vipul Janawere appointed as an Independent director w.e.f. 30th September 2016 to 29th September2021. During the year under review Board of Directors of the company also regularizeappointment of Mr. Deepal Gandhi after obtaining consent of members of the company in itsannual general meeting which was held on 30/09/2016.
There was no other change in Board of Directors of the Company during the year underreview.
PARTICULARS OF EMPLOYEES
None of the employees of the Company drew remuneration of Rs. 10200000/- or more perannum Rs. 850000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 10 (Twenty-seventh) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the
* Resigned on 30/04/2016
General Body Meetings
Particulars of last three Annual general meetings
|Year of AGM ||Date of the AGM ||Time ||Place of AGM Held ||Special Resolutions Passed |
|2014 ||30/09/2014 ||09.30 A.M. ||5th Floor Nilkanth Palace B Block Opp Seema Hall 100ft. Sanjay Sachin Road Satellite Ahmedabad - 380015 ||No |
|2015 ||26/09/2015 ||11.00 A.M. ||407 Sarita Complex B/H. Hotel Classic Gold C.G. Road Ahmedabad - 380009 ||Yes |
|2016 ||30/09/2016 ||10.00 A.M. ||A-1 Block A 6th Floor Safal Profitaire Nr. Prahaladnagar Garden S.G. Road Ahmedabad -380051 ||Yes |
The special resolutions have been passed at Annual General Meeting dated 30/09/2016which are as followed:
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.
Extraordinary General Meeting (EGM)
No Extra Ordinary General Meeting held during the financial year under review.
During the year under review no resolution has been passed through the exercise ofpostal ballot.
COMMITTEES OF THE BOARD.
The Company had Three Board Committees. These are
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 AuditCommittee Meeting.
During the year under review Mr. Divyakant Gandhi was appointed as a member of thecommittee in place of Ms. Manorama Shah on 30/04/2016.
During the year under review Mr. Vipul Jana was appointed as a member of AuditCommittee Nomination in place of Mr. Raghvendra Kulkarni on 12/08/2016.
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.
BRIEF DESCRIPTION OF TERMS OF REFERENCE:
A. Overseeing the companys financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
B. Recommending the appointment and removal of external auditor fixation of audit feesand also approval for payment of any other Consultancy services provided by the statutoryauditor.
C. Reviewing with management the annual financial statements before submission to theBoard focusing primarily on:
Review the financial reporting process and disclosure of its financial informationReview with the management Annual financial statements before submission to the BoardReview with the management statutory Auditors and Internal Auditors and adequacy ofinternal control systems Review the companys accounting and risk management policiesReview the companys accounting and management reporting systems and updates the samefrom time to time recommend the appointment and removal of statutory and Internal Auditorsand fixation 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. Any other applicable functionsas described in Corporate Governance. Review related party transactions.
Executive summary of the Audit Committee Meetings are placed before the immediate nextBoard Meetings held after the Audit Committee for deliberations and the full minutes ofthe same are placed before the following Board Meeting for recode. The Board of Directorsregularly appraised on the recommendations for the Audit Committee further at thebeginning of the financial year the Committee discuss the plan for the internal audit andstatutory audit.
Dates of the Audit Committee Meetings are fixed in advance and agenda is circulated tothe Directors at least seven days before the meeting.
As required under Regulation 18(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Audit Committee had reviewed the followinginformation:
- Management Discussion and analysis of financial condition and results of operations.
- Statement of significant related party transactions submitted by management
- Management letters/letters of internal controls weaknesses issued by the StatutoryAuditors.
- Internal Auditors Reports relating to internal control weaknesses.
- Appointment removal and terms of remuneration of the internal auditors.
During the year under review the 4 Audit Committees were held during Financial Year2016-2017. The dates on which the said meetings were held as follows:
30/04/2016 12/08/2016 14/11/2016 11/02/2017
2. REMUNERATION COMMITTEE:
The Remuneration Committee reviewing the overall compensation policy serviceagreements and other employments and other employment conditions of Managing / Whole timeDirectors and Managing Director:
During the year under review the 2 Remuneration Committees were held during FinancialYear 2016-2017. The dates on which the said meetings were held as follows:
During the year under review the company has paid remuneration to Mr. RaghvendraKulkarni amounting to Rs. 268098/- .
Non- Executive Director
During the year under review the company has paid sitting fee to Mr. Vipul Janaamounting to Rs. 105690/-.
Payment of remuneration to the Managing/Whole Time Director is governed by therespective Agreements executed between them and the company. These agreements wereapproved by the Board and the Shareholders. Their Remuneration structure comprises salaryperquisites and allowances.
Terms of reference of the Committee inter alia include the following: Nomination ofDirectors / 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.
Remuneration of Directors / Key Managerial Personnel / Senior Management*/ otherEmployees
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 to attractretain and motivate Directors of the quality required to run the Company successfully;
? Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
? Remuneration to Directors KMP and Senior Management involves a balance between fixedand incentive pay reflecting short and long term performance objectives appropriate to theworking 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 thatremuneration to Directors KMP and Senior Management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals. c) To retain motivate and promote talent and toensure long term sustainability of talented managerial persons and create competitiveadvantage.
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.
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 thereunder or in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 or the Accounting Standards shall have the meaningsassigned to them in these regulations.
Composition of the Committee:
The composition of the Committee is / shall be in compliance with the Act Rules madethere under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time.
Ms. Sonal Gandhi - Chairman Non Executive Director Mr. Vipul Jana - Member NonExecutive Director Mr. Divyakant Gandhi - Member Non Executive Director
During the year under review Mr. Divyakant Gandhi was appointed as a member of thecommittee in place of Ms. Manorama Shah on 30/04/2016.
During the year under review Mr. Vipul Jana was appointed as a member of Nominationand Remuneration Committee in place of Mr. Raghvendra Kulkarni on 12/08/2016.
Role of the Committee:
The Committee shall: a) Formulate the criteria for determining qualifications positiveattributes and independence of a Director and recommend to the board of directors a policyrelating to the remuneration of the directors key managerial personnel and otheremployees; 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 performanceevaluation of Independent Director and the Board; d) Recommend to the Board appointmentremuneration and removal of Director KMP and Senior Management; e) To devise a Policy onBoard diversity. f) Whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.
Criteria for Determining the followings:-
1 Qualifications for appointment of Directors (including Independent Directors) a) Personsof eminence standing and knowledge with significant achievements in business professionsand/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 thereunderand 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 Companys businessand discharge their responsibilities;
? To assist in bringing independent judgment to bear on the Boards 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 Boards working relationship with the senior management of theCompany;
? To act within their authority assist in protecting the legitimate interests of theCompany its shareholders and employees;
? Independent Directors to meet the requirements of the Companies Act 2013 read withthe 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 directors independence.
Independence Review Procedures
1. Annual Review
The directors 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 Directors 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 shallbe made on a case-by-case basis for each director after consideration of all the relevantfacts and circumstances and the standards set forth herein. The Board reserves the rightto determine that any director is not independent even if he or she satisfies the criteriaset forth by the provisions of the Companies Act 2013 read with Rules thereon and theListing 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 the goals/objectivesand corporate mission;
? To adhere strictly to code of conduct Term
The Term of the Directors including Managing / Wholetime Director / IndependentDirector shall be governed as per the provisions of the Act and Rules made thereunder andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time. Whereas the term of the KMP (other than the Managing / WholetimeDirector) and Senior Management shall be governed by the prevailing HR policies of theCompany.
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. The appointment / reappointment/ continuation of Directors on the Board shall be subject to the outcome of the yearlyevaluation process.
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 reasonsand subject to such applicable Acts Rules and Regulations and the Companysprevailing HR policies the Committee may recommend to the Board with reasons recordedin writing removal 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 the Managing/ Whole time Director will be governed by the relevant provisions of the Companies Act2013 and applicable Rules and Regulations and will be determined by the Committee andrecommended to the Board for approval. The remuneration / compensation / commission etc.as the case may be shall be subject to the prior / post approval of the shareholders ofthe Company and Central Government wherever required. Further the Chairman &Managing Director of the Company is authorised to decide the remuneration of KMP (otherthan Managing / Whole time Director) and Senior Management based on the standard marketpractice and 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 theRules made thereunder for the time being in force or as may be decided by the Committee /Board / shareholders. An Independent Director shall not be entitled to any stock option ofthe 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 asunder: Ms. Sonal Gandhi - Chairman Non Executive Director Mr. Vipul Jana - Member NonExecutive Director Mr. Divyakant Gandhi - Member Non Executive Director
During the year under review Mr. Divyakant Gandhi was appointed as a member of thecommittee in place of Ms. Manorama Shah on 30/04/2016.
During the year under review Mr. Vipul Jana was appointed as a member of StakeholderRelationship Committee in place of Mr. Raghvendra Kulkarni on 12/08/2016.
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. The Committee reviewed redressal of investorsGrievances pertaining to share transfer dematerialization of shares replacement of lostmutilated and old share certificates change of address etc. The committee has also takensteps to strengthening investors relations.
During the year under review the 5 Share Transfer & Shareholders/InvestorGrievance Committee were held during Financial Year 2016-2017. The dates on which the saidmeetings were held as follows:
30/04/2016 21/07/2016 12/08/2016 18/10/2016 09/01/2017
The status of shareholders complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on 31stMarch 2017 is given below:-
Complaints Status: 01.04.2016 to 31.03.2017
Number of complaints received so far : 0
Number of complaints solved : 0
Number of pending complaints : 0
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) 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 & Remuneration and ComplianceCommittees.
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.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
In terms of SEBI (Listing Obligations and Disclosure Requirements) 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.
PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibitionof Insider Trading) Regulation 2015 ("The PIT Regulations"). The PITregulations has come into effect from May 15 2015 and replaced the earlier Regulations.The object of the PIT Regulation is to curb the practice of insider trading in thesecurities of a listed company.
The company has adopted an Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by insiders ("the code") in accordance with therequirements of the PIT regulations.
The Code is applicable to promoters and Promoters Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said Regulations.
The company has also formulated The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI(Prohibition of Insider Trading) Regulation 2015. This Code is displayed on theCompanys website viz www.parthindustriesltd.webs.com
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT 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 Requirements) Regulations 2015.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On appointment of an individual as Independent Director the Company issues a formalLetter of Appointment to the concerned director setting out in detail the terms ofappointment duties and responsibilities. Each newly appointed Independent Director istaken through a formal familiarisation program. The programme also provides awareness ofthe Independent Directors on their roles rights responsibilities towards the Company.Further the Familiarisation Programme also provides information relating to the financialperformance of the Company and budget and control process of the Company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
The Auditors M/s. Suresh R Shah & Associates Chartered Accountant Ahmedabadappointed as statutory auditor of the company in Annual General Meeting held on 30/09/2016for the period of 5 years subject to ratification at every annual general meeting. Theboard has recommended his appointment as he is being eligible for the appointment.
The Auditors Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under Ms. Preeti JainPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure I to this report.
Reply for qualification Remark in Secretarial Audit Report:
1. Promoter holding of the Company is not in demate form as required under Regulation31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thecompany noted the same and the Company is in process of achieving 100% promoter holding indemate form and comply with the requirement of above mentioned regulation.
2. Though the Company has not published notice for Financial Result and FinancialResult the company has uploaded the same on Website of the company and also submitted toBSE Limited also.
3. The Company is in process of appointment of Company Secretary during the year underreview. In absence of Company Secretary the Company has appointed Managing Director as acompliance officer of the Company.
INTERNAL AUDIT & CONTROLS
The Company has appointed M/s. A R T Associates Chartered Accountant Ahmedabad asinternal auditor of the Company. The accounting and other system have been designed insuch a manner that review of entire process for safeguarding the assets of the companyits operational efficiency effectiveness of the systems are taken care of properly.
ISSUE OF EMPLOYEE STOCK OPTIONS
The company has not issued any employee stock options during the year under review.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.parthindustriesltd.webs.com
WHISTLE BLOWER POLICY:
Recently the Security & Exchange Board of India has also prescribed the adoptionby all listed companies of a Whistle Blower Policy as a non-mandatory requirement. Thecompany has adopted a Whistle Blower Policy which affords protection and confidentiallyto Whistle blowers.
The Audit Committee Chairman is authorized to receive Protected Disclosures under thisPolicy. The Audit Committee is also authorized to supervise the conduct of investigationsof any disclosures made whistle blowers in accordance with policy.
No personnel have been denied access to the Audit Committee. As of March 31 2017 noProtected Disclosures have been received under this policy.
In pursuance of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Vigil Mechanism/ Whistle Blower Policy has been uploaded on thewebsite of the Company at www.parthindustriesltd.webs.com
RISK MANAGEMENT POLICY
Risk management is embedded in your companys operating framework. Your companybelieves that managing risk helps in maximizing returns. The companys approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Companysreputation for quality product differentiation and service coupled with existence ofpowerful brand image with robust marketing network mitigation the impact the impact ofprice risk on finished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure II.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is not any Material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in futureduring the year under review.
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.
Your Company has not accepted / renewed any deposits from the public during the yearunder review.
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 have been complied with.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
It is confirmed that the particulars of contacts or arrangements with related partiesare mentioned under note No. 26 of the Auditors Report for the financial year 2016-17.
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
CORPORATE GOVERNANCE CERTIFICATE
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.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules 2014 are NIL.
CORPORATE SOCIAL RESPONSIBILITY (CSR): Not Applicable
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
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 annualfinancial statements for the year ended March 31 2017 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312017 and of the profit of the Company for the year ended on that date; c. that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. that theannual financial statements have been prepared on a going concern basis e. that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; f. that systems to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying as unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE and ASE where the Companys Shares are listed.
GENERAL SHAREHOLDER INFORMATION:
a. Annual General Meeting: Date Time and venue: 11th September 2017 at 1:00 p.m. atthe Registered Office of the Company.
b. Financial Year: 1st April 2016 to 31st March 2017.
c. Financial Calendar: i. 1st quarterly results Last week of May 2017. ii. 2ndquarterly results Last week of July 2017. iii. 3rd quarter results Secondweek of November 2017. iv. 4th quarter results Second week of February 2018.
d. Date of Book Closure: 05th September 2017 to 11th September 2017 (both daysinclusive)
e. Dividend Payment Date: N.A.
f. Listing of Equity Shares on Stock Exchanges: BSE Limited Ahmedabad Stock ExchangeLimited
g. Stock Code:
BSE 526349 ASE 14320
h. Demat ISIN number: INE094S01017
I. High / Low of Monthly Market Price of the Companies Equity Shares traded on StockExchange during the financial year 2016-17:
The Company has no data to report in this segment.
j. Performance of the Companys shares in comparison with broad-based indices asSEs Sensex:
The Company has no data to report in this segment.
k. Registrar & Share Transfer Agent:
|Name ||MCS Share Transfer Agent Limited |
|Address ||201 Shatdal Complex 2nd Floor |
| ||Ashram Road Ahmedabad-380009 |
|Tel ||079-26582878 |
|Fax ||079-25681296 |
|Email ||firstname.lastname@example.org |
l. Share Transfer System: Valid Share transfer in physical form and complete in allrespects were approved and registered within the stipulated period. m. Distribution ofShareholding as on Dated 31.03.2017
|SHARE OF VALUE OF HOLDING NOMINAL ||SHARE HOLDERS ||SHARE AMOUNT |
|Rs. Rs. ||Number ||% to Total ||In Rs. ||% to |
|(1) ||(2) ||(3) ||(4) ||(5) |
|Upto - 5000 ||6418 ||97.72 ||6424000 ||19.17 |
|5001 - 10000 ||1 ||0.01 ||29000 ||0.09 |
|10001 - 20000 ||1 ||0.01 ||69000 ||0.21 |
|20001 - 30000 ||1 ||0.01 ||70000 ||0.21 |
|30001 - 40000 ||1 ||0.01 ||76000 ||0.23 |
|40001 - 50000 ||1 ||0.01 ||87000 ||0.26 |
|50001 - 100000 ||1 ||0.01 ||108000 ||0.32 |
|100001 and above ||144 ||2.20 ||26637000 ||79.5 |
|TOTAL ||6568 ||100 ||33500000 ||100 |
n. Shareholding pattern as on 31.03.2017
|Category ||No of Shares held ||% of Shareholding |
|a. Promoters and persons who may be deemed to be acting in concert including promoter/directors group Companies ||850000 ||25.37 |
|b. Mutual Fund/Trust ||0 ||0.00 |
|c. Financial Institution/Banks ||0 ||0.00 |
|d. Bodies Corporate ||334300 ||9.98 |
|e. Indian public ||2165700 ||64.65 |
|f. other (HUF) ||0 ||0.00 |
|TOTAL ||3350000 ||100.00 |
o. Dematerialization of shares: As on 31-03-2017 Demat shares accounted for 266600Equity Shares (7.95%) of total equity.
p. Outstanding GDR / ADR / Warrants: Not Applicable
q. Address for communication:
Parth Industries Limited
A-1 Block A 6th Floor Safal Profitaire
Nr. Prahaladnagar Garden S.G. Road
MCS Share Transfer Agent Limited
201 Shatdal Complex 2nd Floor Ashram Road Ahmedabad-380009
The management is grateful to the government authorities Bankers Vendors farmers fortheir continued assistance and co-operation. The directors also wish to place on recordthe confidence of members in the company.
| ||For And On Behalf Of the Company || |
| ||Parth Industries Limited || |
|Date: 14/08/2017 || || |
|Place: Ahmedabad || || |
|Sd/- ||Sd/- ||Sd/- |
|(Raghvandra Kulkarni) ||(Deepal Gandhi ) ||(Sonal Gandhi) |
|Managing Director ||Director ||Director |
|DIN: 06970323 ||DIN: 07351470 ||DIN: 07351479 |