Your Directors have pleasure in presenting the 23rd ANNUAL REPORT together with theAudited
Accounts of the company for the financial year ended 31st March 2017.
1. FINANCIAL SUMMARY:
(Rs. in millions)
|PARTICULARS ||YEAR ENDED 31.03.2017 ||YEAR ENDED 31.03.2016 |
|Revenue From Operations ||193.33 ||180.45 |
|Other Income ||1.01 ||1.28 |
|Total Income ||194.34 ||181.73 |
|Expenditure ||185.84 ||175.28 |
|Interest expense ||- ||- |
|Profit before depreciation and tax ||9.02 ||6.97 |
|Depreciation ||0.53 ||0.52 |
|Net profit before tax ||8.49 ||6.45 |
|Tax ||1.24 ||2.10 |
|Net Profit ||7.25 ||4.35 |
2. STATE OF COMPANY'S AFFAIR:
During the year under review your company has achieved a total income of Rs. 194.34million as against previous year's income of Rs. 181.73 million and recorded a net profitof Rs. 7.25 million for the financial year 2016-17 when compared to a net profit of Rs.4.35 million during the previous year.
3. SHARE CAPITAL:
The paid up equity share capital of the Company as on 31st March 2017 isRs.37504000/-During the year under review the Company has not issued shares withdifferential voting rights sweat equity shares or Employee Stock Options.
4. TRANSFER OF AMOUNT TO GENERAL RESERVE:
No amount has been transferred to reserves during the year.
Your Directors do not recommend any Dividend for the Financial Year 2016-2017 as theprofits are planned to be ploughed back into the business operations.
6. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.
During the year under review four board meetings were held on 30th May 2016 12thAugust 2016
11th November 2016 13th February 2017. The maximum time-gap between any twoconsecutive meetings was within the period prescribed under the Companies Act 2013.
8. BOARD EVALUATION:
The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and SEBI (LODR) Regulations 2015 in the following manner:
i. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.
A separate meeting of Independent Directors was held on 13th February 2017 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.
9. VIGIL MECHANISM:
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s)or re-enactment thereof for the timebeing in force) and Clause 49 of the Listing Agreement The Company has a Whistle BlowerPolicy framed to deal with instance of fraud and mismanagement if any in the Group. Thedetails of the Policy are explained in the Corporate Governance Report and also posted onthe website of the Company
10. REMUNERATION POLICY:
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Sri Rajesh Pitty (DIN: 00488722) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
Sri Sandeep Peeti and Sri Rajesh Pitty were re-appointed as chairman & ManagingDirector and Whole time Director of the Company in the Board Meeting held on 11thNovember. 2016 for a period of 3 years subject to the approval of members in the GeneralMeeting
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 andsubject to disclosures in the Annual Accounts as also on the basis of the discussion withthe Statutory Auditors of the Company from time to time and to the best of theirknowledge and information furnished the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March 2017; allthe applicable Accounting Standards Prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any.
ii. That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2017.
iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. That the Annual Accounts for the year ended 31st March 2017 has been prepared ona going concern basis.
v. Those proper internal financial controls adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively
13. RISK MANAGEMENT:
Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s)or re-enactment thereof for the time being in force) andSEBI(LODR)Regulations2015 the Risk management is Not applicable to the Company
14. STATUTORY AUDITORS:
The Shareholders in their meeting held on 30th September 2014 approved the appointmentM/s. MKA & ASSOCIATES Chartered Accountants Hyderabad as the Statutory Auditors ofthe Company to hold office till the conclusion of 23rd Annual General Meeting. The Boardof Directors based on the recommendation of Audit Committee considered the appointment ofM/s. MKPS & Associates Chartered Accountants (Registration No. 302014E)as StatutoryAuditors of the Company from the conclusion of 23rd Annual General Meeting till theconclusion of 28th Annual General Meeting subject to approval of shareholders in theensuing Annual General Meeting and thereafter ratification of their appointment by themembers in every Annual General Meeting.
Accordingly a resolution seeking Members' appointment for M/s. MKPS & AssociatesChartered Accountants (Registration No. 302014E) as the Statutory Auditors of theCompany is included in the Notice convening the Annual General Meeting for approval of theshareholders.
15. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee hasreappointed Mr. Sandeep Chowdhury Prop. Chowdhury & Associates CharteredAccountants Hyderabad as the Internal Auditors of your Company. The Internal Auditors aresubmitting their Reports on quarterly basis pursuant to the provisions of section 138 andrule 13 of companies (Accounts) rules 2014.
16. 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.
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained as per Regulation23 of SEBI (Listing Obligations & Disclosure Requirement) 2015 for the transactionswhich are of a foreseen and repetitive nature.
The Company has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company. The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 is referred inNotes to Accounts.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has provided short term loan to Hans Capital & Leasing Pvt Ltd and doesnot given any guarantee or provided security in connection with such loan and made aninvestment in the securities of Body Corporate's pursuant to Section 186 of the CompaniesAct 2013. The Company has given advance against salary to some employees in terms of theapplicable policies of the Company.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy: The present operation of the Company does not involveHigh-energy consumption. However steps being taken to minimize energy consumption Whereever possible
B. Research & Development: The Research and Development division of Spices oilsAnd Oleoresins department continues to focus on introducing of new brands.
C. Technology Absorption - Not Applicable
D. Foreign Exchange Earnings & Outgo:
(Figures in Rs.)
| ||2016-17 ||2015-16 |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
21. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as "Annexure I "to this report
22. CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than 10 Crores and the net worth ofthe Company is less than ` 25 Crores the provisions of Regulations 17 1819 20 21 2223 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para CD & E of Schedule V of the Securities Exchange Board of India(Listing Obligations andDisclosure Requirements)Regulations 2015 are not applicable to the Company
23. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is Not applicable to the Company
24. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedMr.Jineshwar Kumar Sankhala a Practicing Company Secretary to undertake the secretarialaudit of the Company. The secretarial audit report issued by Mr.Jineshwar Kumar SankhalaPracticing Company Secretary for the financial year ending 31st March 2017 is given inthe FORM NO: MR - 3 is herewith annexed as "Annexure (II)"attached heretoand forms part of this Report.
During the financial year under review the company has no subsidiary and associatecompanies.
26. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedHerewith as "Annexure( III)" to this report
27. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure-IV. In terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany does not have any employee who is employed throughout the financial year and inreceipt of remuneration of 102 Lakhs or more or employees who are employed for part ofthe year and in receipt of 8.5 Lakhs or more per month.
28. HUMAN RESOURCES:
The Company considers its Human Resources as the key to achieve its objectives. Keepingthis in view your Company takes utmost care to attract and retain quality employees. Theemployees are sufficiently empowered and such work environment propels them to achievehigher levels of performance. The unflinching commitment of the employees is the drivingforce behind the Company's vision. Your Company appreciates the spirit of its dedicatedemployees
29. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company strongly supports the rights of all its employees to work in an environmentfree from all forms of harassment. The Company has adopted a Policy on PreventionProhibition and Redressal of Sexual Harassment at workplace as per the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules made thereunder. The policy aims to provide protection to Employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where Employees feel secure. The Company has also constituted an InternalCommittee known as Anti Sexual Harassment Committee to address the concerns andcomplaints of sexual harassment and to recommend appropriate action.
Your Directors place on record their appreciation for the co-operation and supportfrom the Bankers Financial institutions the Stockiest and distributors supplier andcustomers. Your Directors would also like to place on record their sincere appreciationand gratitude to the Shareholders Central and State Government agencies etc for theirsupport and co-operation. Your Directors express their heartfelt gratitude to theemployees for their exceptional commitment and loyalty to the company.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||PEETI SECURITIES LIMITED |
| ||Sd/- |
| ||SANDEEP PEETI |
|Place : Hyderabad ||CHAIRMAN & MANAGING DIRECTOR |
|Date : 02.11.2017 ||DIN: 00751377 |