The Members of
M/s. Proaim Enterprises Limited
The Directors are pleased to present the 34thAnnual Report on the businessand operations of your company and the Statements of Account for the year ended 31stMarch 2018.
|Particulars || |
| ||March ||March ||March ||March |
| ||2018 ||2017 ||2018 ||2017 |
|Income from Textile & Commodities ||577.57 ||639.20 ||577.57 ||639.20 |
|Income from Share Trading and Finance ||- ||157.37 ||- ||157.37 |
|Total Operational Revenue ||577.57 ||796.57 ||577.57 ||796.57 |
|Other Incomes ||236.88 ||142.28 ||236.88 ||142.28 |
|Total Revenue ||814.45 ||938.85 ||814.45 ||938.85 |
|Profit before Exceptional / Extraordinary items and ||28.55 ||6.08 ||32.43 ||14.47 |
|Tax Dep & Interest || || || || |
|Less: Depreciation ||- ||- ||- ||- |
|Less:Interest ||30.02 ||4.38 ||30.02 ||4.38 |
|Exceptional/Extraordinary items (Share of profit/(loss) of Associates) ||- ||- ||3.89 ||8.40 |
|Profit before Tax ||(1.47) ||1.69 ||2.41 ||10.09 |
|Provision for taxation ||- ||(0.32) ||- ||(0.32) |
|Deferred Tax ||0.45 ||29.98 ||0.45 ||29.98 |
|Tax adjustment for earlier years ||- ||- ||- ||- |
|Profit after tax ||(1.01) ||31.35 ||2.87 ||39.75 |
|Earnings Per Share ||(0.01) ||0.25 ||0.02 ||0.31 |
The year 2017-18 has been very critical year for the company. The Company has beenoperated into two reportable segments. The revenue generated from Finance segment has beenclassified into other income. It can be clearly seen from the figures above that companyhas generated lower revenue from both the segments as compare to previous year. During theyear under review the company has consolidated its financials with M/s. Kayaguru CapitalMarket Private Limited and M/s. Rockon Capital Market Private Limited (AssociatesCompanies). The main reason of lower revenue generation from sale of textile was mainlydue to GST impact as there was no tax on textile prior to GST. However Company has managedto earn higher Interest income from lending as compare to previous year. The Company hasalso curbed its total business expenses to Rs. 815.92 lakhs as compared to Rs. 937.16lakhs in previous year. The Company has incurred a negligible loss of Rs. 1.01 lakhs ascompared to profit of Rs.31.35 lakhs in previous year.
The management to work with greate efforts and maintain high level of optimism toremain as a profitable organization for coming years.
Consolidated Financial Statements:
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report. Pursuant to Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 a statementcontaining salient features of the financial statements of Associate Companies is given inForm AOC-1 and forms an integral part of this Report. Annexure A.
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.
The Composition of the Board during the year is as per the provisions of Regulation17(1) of listing regulation read with the Companies Act 2013. During the period underreview on the recommendation of Nomination and Remuneration Committee your Board hasappointed Mr. Anubhav Maurya as an Additional Director of the Company in the category ofNon- Executive Independent Director with effect from 30/01/2018. Further In terms ofSection 161 of the Companies Act 2013 they will hold office up to the date of the ensuingAnnual General Meeting. The Company has received a notice in writing pursuant to Section160 of Companies Act 2013 proposing his candidatureship.
Pursuant to Section 152 of the Companies Act 2013 Mr. Girraj Kishor Agrawal retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Your Board has recommended his reappointment.
During the year under review Mrs. Tanu Giriraj Agarwal and Ms. Seema Sidhu resignedfrom the post of Director of the Company w.e.f. 06/07/2018 and 19/08/2018 respectively andMr. Kirti Anilkumar Patel was appointed as Chief Financial Officer (CFO) of the Companyw.e.f. 30/01/2018.
Further Ms. Kajol Tak resigned from the post of Company Secretary w.e.f. 06/02/2015and Ms. Jeel Vijay shah was appointed as Company Secretary of the Company w.e.f .06/07/2018.
It is proposed for member's approval for re-appointment of Mr. Zubin Pardiwala as anIndependent Director for a further period of 5 years from 1st April 2019 to 31stMarch 2024.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed for appointment/reappointment/change in designation has been given in the notice of annual general meeting.
Directors' Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:
1. In the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed.
2. Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of March 31 2018 and of theprofit of the Company for the year ended on that date.
3. Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
4. Directors have prepared the annual accounts on a going concern' basis;
5. Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
6. Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Declarations given by Independent Directors:
The Independent Non-executive Directors of the Company viz. Mr. Zubin Pardiwala Mr.Anubhav Maurya and Mr. Hardikkumar Bharatbhai Kabariya have affirmed that they continue tomeet all the requirements specified under
Regulation16(1)(b)of the listing regulations in respect of their position as an"Independent Director" of Proaim
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance as well as the evaluation of the working of itsCommittees and individual Directors including Chairman if any of the Board. Theperformance evaluation of the Board as a Whole and the Non-Independent Directors wascarried out by the Independent Directors.
While evaluating the performance and effectiveness of the Board various aspects of theBoard's functioning such as adequacy of the composition and quality of the Board timedevoted by the Board to Company's long-term strategic issues quality and transparency ofBoard discussions execution and performance of specific duties obligations andgovernance were taken into consideration. The Directors expressed their satisfaction withthe evaluation process.
Corporate Social Responsibility
The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable to your company as the net worth is below 500 croresturnover is below 1000 crores and net profit of the company is below Rs. 5 Crore.Therefore your company has not constituted CSR committee for this.
With view to conserve financial resources of the company your directors do notrecommend any dividend on Equity Shares for the year under review.
Shifting of Registered Office:
In order to avail better administration the Company has shifted its registered officepursuant to the provision of section 12 of the Companies Act 2013 from E-109 CrystalPlaza New Link Road Opp. Infinity Mall Andheri (West) Mumbai- 400053 to Unit NO. 3053rd Floor Krishna Vishal Nagar Housing Society Ltd. Marve Road Mith Chowki Malad (W)Mumbai- 400064 with effect from July 6 2018 within the local limits of the sameCity."
However in terms of Section 128 of the Companies Act 2013 the place of maintenance ofBooks of Accounts records papers and other relevant documents will remain with itsCorporate Office E-109 Crystal Plaza New Link Road Opp. Infinity Mall Andheri (West)Mumbai- 400053.
Amounts to be transferred to Reserves:
In the current (previous) year no amount was transferred to General reserve of theCompany.
Number of Meetings of the Board:
The Board met five (5) times during the financial year. The Meeting details areprovided in the Corporate Governance Report. The maximum gap between any two meetings didnot exceed 120 days as prescribed in the Companies Act 2013.
Related Party Transactions:
In line with the requirements of the Companies Act 2013 and Listing Regulations 2015all Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on yearlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length. Transactions if any which are not inordinary course of business and not at arm length are disclosure in Form AOC-2 given inthe Report as Annexure B.
M/s. R. Soni & Co. Chartered Accountants having Registration No. 130349W wasappointed in 33rd AGM of the company to hold office for a term of 5 years fromthe conclusion of this 33rd Annual General Meeting till the conclusion of the38th Annual General Meeting (subject to ratification of the appointment by themembers at every intervening Annual General Meeting held after this Annual GeneralMeeting) in respect of the financial years beginning April 1 2017 and ending March 312022.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 34thAGM.
As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from M/s. R. Soni & Co. that their appointment ifmade would be in conformity with the limits specified in the said Section.
There are no qualifications reservations or adverse remarks made Statutory Auditors intheir report for the financial year ended March 31 2018.
The Audit Committee recommended the name of Ms. Doly Bhalavat Company Secretary inPractice for conducting Secretarial Audit for F.Y. 2017-18 pursuant to the requirementsof Section 204(1) of the Act and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014. Ms. Doly Bhalavathas shown her edibility and willingness to conduct Secretarial Audit for F.Y. 2017-18 andhas been appointed by the board in their meeting held on January 30 2018.The SecretarialAudit Report as received from Ms. Doly Bhalavat is appended to this Report as
Explanations on Observation made by Secretarial Auditors:
Ms. Doly Bhalavat & Associates Company Secretary in Practice in her Report for thefinancial year 2017-18 have drawn the attention of the management on some observations intheir audit reports. In connection with the same management herewith giving theexplanations as follows: The Company is not registered under Maharashtra State Tax onProfessions Trades callings and Employments Tax Act 1975 (Profession Tax Act). TheCompany will soon obtain valid Profession Tax number and will comply with the same in duecourse and pay the amount.
In absence of Company Secretary during the filling of form MGT-7 for the F.Y. 2016-17the Form has been duly signed by the Company Secretary in Whole Time Practice.
Extract of Annual Return:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure D.
Particulars of Employees and Related Information:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as under:
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|Sr. No ||Name of Director/KMP ||Remuneration Received (In Rs. Lakh) ||% increase inRemuneration in the Financial year 2017-18 ||Ratio of remunerationof each Director to median remuneration ofemployees |
|1 ||Mrs. Tanu Giriraj Kishor Agrawal ||Nil ||Nil ||Nil |
| ||(Executive Director) || || || |
|2 ||Ms. Seema Nirmal Singh Sidhu* ||Nil ||Nil ||Nil |
| ||(Non-Executive Independent Director) || || || |
|3 ||Mr. Zubin Pardiwala ||Nil ||Nil ||Nil |
| ||(Non-Executive Independent Director) || || || |
|4 ||Girraj Kishor Agrawal ||Nil ||Nil ||Nil |
| ||(Non Executive Non Independent Director) || || || |
|5 ||Mayuri S. Rathod ||0.85 ||Nil ||0.86 |
| ||(Whole Time Director) || || || |
|7 ||Hardikkumar Kabariya ||Nil ||Nil ||Nil |
| ||(Non-Executive Independent Director) || || || |
|8 ||Kajol Tak@ ||2.43 ||Nil ||2.45 |
| ||(Company Secretary) || || || |
|9 ||Anubhav Srinath Maurya# ||0.10 ||Nil ||0.10 |
| ||(Non-Executive Independent Director) || || || |
|10 ||Kirti Anilkumar Patel# ||Nil ||Nil ||Nil |
| ||(Chief Financial Officer) || || || |
All appointments are / were non-contractual.
Remuneration as shown above comprises of Salary Leave Salary Bonus Leave TravelAssistance Medical Benefit House Rent Allowance Perquisites and Remuneration on Cashbasis The median remuneration of employees of the Company during the financial year wasRs. 0.99 Lakh. There were 11 employees on the rolls of Company as on March 31 2018.
During the year under consideration your Company has constituted three committees ofthe Board namely Audit Committee Stakeholder Relationship Committee and Nomination &Remuneration Committee. Details of all the Committees along with their composition termsof reference and meetings held during the year are provided in
Report on Corporate Governance' forming part of the Annual Report.
Your Company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organization's corporate governance philosophy is directly linked to highperformance. Pursuant to Regulation 27(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the company regularly submits the corporate governancereport to the Stock Exchange within the prescribed time line. The report on CorporateGovernance for the year under review as stipulated under Listing Regulations 2015 formpart of the Annual Report. The certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is annexed to the CorporateGovernance Report.
Management Discussion and Analysis Report:
As required by Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report ispresented in a separate section forming part of the annual report.
Internal Financial Controls and their Adequacy:
The Company has put in place adequate internal financial controls with reference to theFinancial Statements commensurate with the size of the Company. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the company's policies the safeguarding of its assets theprevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
Policy on Director's Appointment and Remuneration:
In accordance with the provisions of Section 178(3) of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasremuneration policy in place. The Remuneration policy is available on the Company'sWebsitehttps://shreenathcommercial.files.wordpress.com/2016/04/remuneration-policy_proaim11.pdf
The objectives and key features of this Policy are: a) Formulation of the criteriafor determining qualifications positive attributes of Directors Key Managerial Personnel(KMP) and Senior Management Personnel and also independence of Independent Directors; b)Aligning the remuneration of Directors KMPs and Senior Management Personnel with theCompany's financial position remuneration paid by its industry peers etc; c) Performanceevaluation of the Board its Committees and Directors including Independent Directors; d)Ensuring Board diversity; e) Identifying persons who are qualified to become Directors andwho may be appointed in senior management in accordance with the criteria laid down;
Policy on orderly succession for appointment:
The Board has framed a policy which lays down a framework in relation to Orderlysuccession of Directors senior Management based on recommendation made by Nomination andRemuneration Committee.
The key features of the policy are as follows:
? Criteria for appointment and removal of Director key managerial personnel and seniormanagement. ? Criteria for performance evaluation. ? Criteria for fixing the remunerationof Director key managerial personnel and senior management.
Familiarization Programme for the Independent Directors
Your company has organized a familiarisation programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirements of SEBI (LODR)Regulations 2015. The details of the familiarisation programme(s) attendance by theDirectors is available at the company's website at given linkhttps://shreenathcommercial.files.wordpress.com/2018/07/proaim-16-17.pdf.
Policy for Prevention Prohibition & Redressal of Sexual Harassment / VigilMechanism / Whistle Blower Policy:
The Company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.During the financial year2017-18 no cases in the nature of sexual harassment were reported at any workplace of thecompany.
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehaviour of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report. The detail of the VigilMechanism is posted on the website of the Companyhttps://shreenathcommercial.files.wordpress.com/2018/04/whistle-blower-policy-proaim-07-04-2018.pdf.During the financial year 2017-18 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.
The Board has reviewed the Risk assessment and Minimization procedure as per Regulation17 (9) of the SEBI (LODR) Requirements 2015; there are no material risk which in theopinion of the management affects the continuity and existence of the business. Thedetails of the risks faced by the Company and the mitigation thereof are discussed indetail in the Management Discussion and Analysis report that forms part of the AnnualReport.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals:
During the year under report there were no significant material orders passed by theRegulators/ Courts/ Tribunals impacting the going concern status and Company's operationsin future.
Compliance with Mandatory/Non Mandatory requirements:
The Company has complied with all the applicable mandatory requirements of the ListingRegulations.
Particulars of Loans Guarantees or Investments:
Details of the Investments covered under the provisions of Section 186 of the CompaniesAct 2013 (Act) will be produced for verification to the members at the registered officeof the Company on their request.
Conservation of Energy and Technology Absorption
The particulars under the companies (Disclosure of Particulars in the Report of Boardof Directors) Rules 1988 on conservation of energy and Technology absorption are notapplicable.
There is no inflow and outflow of Foreign Exchange.
Listing of shares
The Shares of the Company are listed on Bombay Stock Exchange (BSE) only and theCompany has paid Annual Listing fees to the Stock Exchange for the year 2018-2019.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
The Chief Executive Officer and Chief Financial Officer Certification as required underListing Regulations and Chief Executive Officer declaration about the Code of Conduct isAnnexed to this Report in Annexure E.
Green Initiative in Corporate Governance
The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken Green initiative in corporateGovernance' and allowed companies to share documents with its shareholders through anelectronic mode.
Members are requested to support their green initiative by registering/updating theiremail addresses in respect of shares held in dematerialized form with their respectivedepository participants and in respect of shares held in physical form with Companies RTA.
The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees at all levels forextending support during the year.
|For Proaim Enterprises Limited || |
|Sd/- ||Sd/- |
|Girraj Kishor Agrawal ||Mayuri Rathod |
|(Director) ||(Whole Time Director) |
|Place: Mumbai || |
|Date: 11/08/2018 || |