Your Directors fill pleasure to inform that M/s Enigma Merchants LLP has acquired theManagement of the Company through Open Offer made pursuant to SEBI SAST Regulations 2011during September 2016. The New Management and Directors of the Company are thankful thestakeholders for posing trust in the management.
Your Directors herewith present 32nd Annual Report together with the AuditedStatements of Accounts for the Financial Year ended on 31st March 2017.
SUMMARY OF FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results 2016-17 are as under:
| || ||(INR in Lakhs) |
|Particulars ||Current Year 2016-17 ||Previous Year 2015-16 |
| ||Rs. ||Rs. |
|Total Income ||126.87 ||34.79 |
|Financial Expenses ||- ||0.49 |
|Depreciation ||- ||- |
|Profit/(Loss) Before Taxation ||4.21 ||(17.40) |
|Provision for Income Tax ||0.78 ||- |
|MAT Credit Entitlement ||(0.78) ||- |
|Provision for Deferred Tax ||- ||- |
|Profit after Taxation ||4.01 ||(17.41) |
|Prior Period Adjustment ||- ||- |
|Surplus brought forward ||(28.81) ||(99.58) |
|Other utilization/adjustment in Reserve ||- ||88.17 |
|Balance Carried to Balance Sheet ||(24.80) ||(28.81) |
The New Management of the Company has accelerated the business activities and hasearned Net Profit after Tax of INR 4.02 Lakhs. The Board of Directors have recommendedpayment of 2% Dividend to the shareholders of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report forms part of this AnnualReport.
DEPOSITS AND LONG TERM BORROWINGS:
During the year Company has not accepted any Deposits or long term borrowings from anyperson except unsecured Inter Corporate Loans.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year Company has not entered in to any related party transactions and hencedisclosures in that regard are not required to be made.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2016-17 the Board of Directors states that:
a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2017 and ofthe profits for the year ended 31st March 2017;
c) the Directors have taken proper and sufficient care 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) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.
SUBSIDIARIES AND JOINT VENTURE
Company does not have any subsidiary companies. Company has not made any investment inJoint Venture.
ENVIRONMENT HEALTH AND SAFETY (EHS)
The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.
Regulation 17 to 27 of SEBI (LODR) Regulations 2015 does not apply to the Company asthe Paid Up Share Capital of the Company is INR 9.52 Lakhs and Net Worth of the Company isINR (1.42) Lakhs both of which are less than minimum prescribed limits for applicabilityof aforementioned regulations.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Companies Act 2013 and rules framed there under with regard toCorporate Social Responsibility do not apply to the Company and hence no disclosure havemade in that regard.
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
APPOINTMENT AND RESIGNATION:
During the Year M/s Enigma Merchants LLP of Ahmedabad has taken over the management ofthe Company pursuant to Regulation 3 and Regulation 4 of SEBI SAST Regulations 2011. Hencewith Confirmation and completion of open offer the Directors of the Company representingold management have resigned from the Board. Mr. Kantiji Thakor has been appointed as anAdditional Director representing the new management of the Company w. e. f. 26thOctober 2016.
The Board recommends appointment of Mr. Kantiji Thakor as Director of the Company.
RE APPOINTMENT OF DIRECTORS:
There are no Directors on the Board whose term expires at this 32nd AnnualGeneral Meeting and hence the Board does not recommend any Reappointment of Directors.
DIRECTORS RETIRING BY ROTATION:
Mr. Bhavin Patel being Non Executive Director whose term is liable to determination byRetirement by Rotation" and being eligible offers himself for reappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2016-17 confirming that they meetthe criteria of independence as prescribed under the Act and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.
POLICY ON DIRECTORS' APPOINTMENT:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification/appointment of Directors which are as under:
Criteria for Appointment:
A) The proposed Director shall meet all statutory requirements and should:
- Not have any direct or indirect conflict with business operations.
- Be willing to devote time and efforts.
- Have relevant experience.
- Have understanding about corporate functionality.
- Understand real value of stakeholders.
Process for identification of Directors/Appointment of Directors:
- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.
- Chairman himself can also recommend a person to NRC.
- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.
- Board shall consider such proposal on merit and decide suitably.
Criteria for Performance Evaluation:
The Board considered and approved criteria for performance evaluation of itself andthat of its committees and individual directors as follow:
Criteria for Board Evaluation:
- Focus on strategic decisions.
- Qualitative discussion and processes.
Criteria for Committee Evaluation:
- Fulfillment of allotted responsibilities.
- Effectiveness of recommendation meetings.
Criteria for Independent and Non Independent Directors' evaluation:
- Contribution through their experience and expertise.
- Focus on Stakeholders' interest.
MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors' meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wascoordinated by the Chairman of the Company. Based on this Chairman of the Company briefedthe Board and each of the Individual Directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met Fourteen times respectively on 09.04.16 30.05.16 20.06.16 22.07.1613.08.16 01.09.16 05.09.16 22.09.16 26.10.16 14.11.16 22.12.16 17.01.17 14.02.17and 25.03.17.
The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:
A) Components of Remuneration
- Fixed Pay comprising Basic Salary Conveyance Allowances/Reimbursement Company'scontribution to Provident Fund Superannuation Fund Gratuity etc.
- Variable Pay which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors.
B) Annual Appraisal process:
Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:
o Employees self-assessment o Assessment by Immediate Superior and o Assessment by Headof Department
Annual Increment leading to an increase in Fixed Pay consists of
- Economic Rise based on All India Consumer Price Index published by the Government ofIndia or Internal Survey wherein inflation on commonly used items is calculated.
Annual Appraisal equally depends on the Profitability of the Company.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors asfollows:
- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board and payment of Sitting Fees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Company has not paid any Remuneration to the existing Directors and henceprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1)(i) to (xii)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not required to be disclosed.
M/s. Jignesh Domadiya & Co Chartered Accountant Ahmedabad have submitted theirresignation on 09th November 2016 due to their pre occupation. The Board ofDirectors in their Board Meeting held on 14th November 2016 have appointed M/sV D Shukla & Co Chartered Accountant Ahmedabad (FRN 110240W FCA 036416) asStatutory Auditors of the Company in casual vacancy. The appointment was confirmed by themembers of the Company in Extra Ordinary General Meeting held on 02nd February2017. They are entitled to hold the office till the conclusion of Annual General Meetingfor the Financial Year 2016-17.
The Board of Directors recommends appointment of M/s V D Shukla & Co. CharteredAccountant Ahmedabad as Statutory Auditors of the Company. Company has received acertificate regarding their eligibility for being appointed as Statutory Auditor of theCompany pursuant to Section 139(1) of Companies Act 2013 read with rules framedthereunder. The Board of Directors recommends their appointment from the conclusion ofthis Annual General Meeting for Financial Year 2016-17 till the conclusion of fifth AnnualGeneral Meeting for the Financial Year 2020-21 subject to ratification of the members tobe obtained in each Annual General Meeting.
The Auditors' report for financial year 2016-17 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed Mr. Viral Ranpura Practising Company Secretary as SecretarialAuditors of the Company for FY 2016-17. A Secretarial Audit Report for FY 2016-17 isannexed herewith as Annexure I. There are no adverse observations in theSecretarial Audit Report which call for explanation.
AUDIT AND RISK MANAGEMENT:
During the year the Board reviewed the decision taken by it regarding the role of RiskManagement being carried out by the Audit Committee and after detailed deliberation it wasdecided that the Audit Committee of the Board shall continue to play the role of RiskManagement Committee and be called as Audit and Risk Management Committee unless otherwisedecided by the Board.
COMPOSITION OF AUDIT COMMITTEE:
|Name of Director ||Category of Directorship |
|Ms. Arunaben Kulkarni ||Chairman - Independent Director |
|Mr. Kantiji Thakor ||Member - Director |
|Mr. Bhavin Patel ||Member - Director |
The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable tothe Company. However Company has established whistle Blower Policy as matter of GoodGovernance.
RISK MANAGEMENT POLICY:
The provisions of Regulation 21 of SEBI (LODR) Regulations 2015 is not applicable tothe Company hence no Risk Management Committee is formulated. However the Board ofDirectors has developed and implemented Risk Management Policy for the Company. It hasidentified and assessed various risks factors with potential impact on the Company inachieving its strategic objectives or may threaten its existence. The Policy lays downprocedures for risk identification assessment monitoring review and reporting. ThePolicy also lists the roles and responsibilities of Board and Risk Management Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2016-17 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2014.
THE EXTRACTS OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 is annexed as Annexure II to thisDirectors' Report and forms part of Annual Report.
During the year the company has not issued allotted any shares or securities.
CHANGE OF MANAGEMENT:
During the year M/s Enigma Merchants LLP has acquired the management of the Companypursuant to Regulation 3 and Regulation 4 of SEBI SAST Regulations 2011.
CHANGE IN NATURE OF BUSINESS:
There were no changes in the nature of business of the Company during the year underreview.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
The Company has neither provided any Loans or guarantees nor has made any investmentunder Section 186 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statement relatesand up till the date of Report.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the provisions of Section 125(2) of the Companies Act2013 do not apply as there was no dividend declared and paid in last seven years so theCompany was not required to transfer any amount to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for repayment.
DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:
There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal that could affect the going concern status andCompany's operation in future.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013:
The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review. Your Directors further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace as per (Prevention Prohibition and Redressal) Act 2013.
APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.
|Place: Ahmedabad ||By Order Of The Board |
|Date: 01.09.2017 ||For Pervasive Commodities Limited |
| ||Kantiji Thakor |
| ||Director |