Your Directors have pleasure in presenting 26th (Twenty Sixth) Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31st March2017.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March 2017 and thecorresponding Figures for the last year are summarized below:-
| ||(Amount in) |
|Rupees) || || |
|Particulars ||2016-2017 ||2015-2016 |
|Revenue from operations ||284509884.00 ||87030290.00 |
|Other Income ||2879210.00 ||2438437.00 |
|Total Income ||287389094.00 ||89468727.00 |
|Gross Expenditure ||286379968.00 ||88779227.00 |
|Less Interest ||0.00 ||0.00 |
|Profit before Depreciation ||1009126.00.00 ||689500.00 |
|Less Depreciation ||10510.00 ||2530.00 |
|Profit after depreciation and Interest/Net Profit Before Tax ||991716.00 ||686970.00 |
|Less Exceptional items ||0.00 ||0.00 |
|Profit before extraordinary items and tax ||991716.00 ||686970.00 |
|Less Current Tax ||308572.00 ||190000.00 |
|Less Previous year adjustment of Income Tax ||0.00 ||61053.00 |
|Less Deferred Tax ||2476.00 ||2594.00 |
|Net Profit after Tax ||685620.00 ||433323.00 |
|Earnings per Share (Basic) ||0.22 ||0.14 |
|Earnings per Share (Diluted) ||0.22 ||0.14 |
During the year under review the Company has achieved Net Sales of Rs. 28.45 Crore anda Net Profit before Tax of Rs. 9.91 Lacs as against Net Sales of Rs. 8.70 Crore and a NetProfit before Tax of 6.86 Lacs s in the previous financial year 2015-16 respectively.
During the year under review the Authorized Share Capital of the Company stands at Rs.35000000/- (Three Crores and Fifty Lac) divided into 35 00000 (Thirty Five Lac)Equity Shares of Rs. 10/- each. The Issued Subscribed and Paid up Capital stands at 3060000 (Thirty Lacs Sixty Thousand) Equity Shares of Rs.10/- each aggregating to Rs. 306 00000/-(Rupees Three Crores Six Lacs only).
Reserves and Surplus
Reserves and Surplus of the Company stands at Rs. 6.67 Lacs as against Reserve andSurplus of Rs. 3.43 Lacs in the previous financial year 2015-16 respectively.
Your Company is financially strong and self reliant in terms of its funds generationdebt servicing and has been able to generate sufficient profits for dividend payouts. Aconstant rise in turnover and profits of the Company is apparent and your directors areexpecting better results both in terms of operations of the Company and its financialposition.
2. STATE OF AFFAIRS OF THE COMPANY
The Company has been expanding its operations both in terms of product base andcustomer base. We have been trying to capture new markets for our products. The operationsof the Company are growing steadily and constant raise in performance of the Company isevident from its promising financial prospects.
As a move forward and with the help of information technology your Company is planningto explore new products in market.
Subsidiary Companies Joint Venture and Consolidated Financial Statements
During the period under review the Company does not have any Subsidiary.
Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.1% (Ten Paisa) pershare on 3060000 (Thirty Lac and Sixty Thousand) Equity Shares for the current financialyear. The dividend if approved and declared in the ensuing Annual General meeting wouldresult in a payout of Rs. 306000/- (Rupees Three Lac Six Thousand) and DividendDistribution Tax of Rs. 55620/- aggregating a total outflow of Rs. 361620/-.
The dividend would be payable to all Shareholders whose names appear in the Register ofMembers as on the Book Closure Date. The Register of Members and Share Transfer booksshall remain closed from Saturday September 23 2017 to Friday September 29 2017 (bothdays inclusive).
4. 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.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this Report.
5. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended March 31 2017.
6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTEDOR HAVE RESIGNED DURING THE YEAR.
The Company has undergone a complete management change during the year under review.The changes in composition of Board of Directors of the Company are as under:-
|Name ||Appointment Date ||Cessation Date ||Remarks |
|Karan Kapoor ||18.04.2015 ||22.02.2017 ||Managing Director |
|Sunil Kapoor ||18.04.2015 ||22.02.2017 ||Director |
|Pankaj Kumar Gupta ||28.10.2014 ||16.05.2016 ||Director (Independent) |
|Ghanshyam Prasad ||12.11.2009 ||- ||Director (Independent) |
|Gupta || || || |
|Meetu Aggarwal ||12.05.2016 ||- ||Director |
|Naresh Kumar Singhal ||10.08.2016 ||- ||Director |
|Vishesh Gupta ||03.03.2017 ||- ||Additional Director |
|Chandan Kumar ||31.03.2015 ||- ||Chief Financial Officer |
|Siddharth Agrawal ||31.03.2015 ||16.05.2016 ||Company Secretary |
|Neha Garg ||16.05.2016 ||- ||Company Secretary |
Further Mr. Vishesh Gupta has been appointed as Managing Director of the Companyw.e.f. 12th April 2017.
Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment ofDirectors are also included in the Notice.
7. NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEAR UNDERREVIEW.
a. Board Meeting
During the financial year under review 12 (Twelve) Board Meetings were held as againstthe minimum requirement of 4 (four) Board Meetings. The details of Board Meetings are asbelow:
|Date ||Board Strength ||No. of Director present |
|18th April 2016 ||4 ||4 |
|12th May 2016 ||4 ||4 |
|16th May 2016 ||4 ||4 |
|10th August 2016 ||4 ||4 |
|26th August 2016 ||5 ||5 |
|25th October 2016 ||5 ||5 |
|29th October 2016 ||5 ||5 |
|12th November 2016 ||5 ||5 |
|01st December 2016 ||5 ||4 |
|10th December 2016 ||5 ||4 |
|10th February 2017 ||5 ||4 |
|03rd March 2017 ||3 ||3 |
b. Audit Committee
During the financial year under review 6 (Six) Audit Committee Meetings were held asagainst the minimum requirement of 4 (four) Meetings. The details of Meetings are asbelow:
|Date ||Members Strength ||No. of Members present |
|18th April 2016 ||3 ||3 |
|12th May 2016 ||3 ||3 |
|10th August 2016 ||3 ||3 |
|22nd October 2016 ||3 ||3 |
|12th November 2016 ||3 ||3 |
|10th February 2017 ||3 ||3 |
c. Nomination and Remuneration Committee
During the financial year under review 4 (Four) Nomination & RemunerationCommittee Meeting were held. The detail of Meeting is as below:
|Date ||Members Strength ||No. of Members present |
|11th May 2016 ||3 ||3 |
|16th May 2016 ||3 ||3 |
|10th August 2016 ||3 ||3 |
|03rd March 2017 ||3 ||3 |
8. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c)of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
1. That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
2. the directors had 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 at the end of the financial year and ofthe profit and loss of the Company for that period;
3. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared the annual accounts on a going concern basis; and
5. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
9. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY.
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
10. FORMAL ANNUAL EVALUATION
In line with the statutory requirements enshrined under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardcarried out a performance evaluation of itself its Committees the Chairman and each ofthe other Directors. As in previous year this was carried out on the basis of frameworkapproved by the Nomination and Remuneration Committee. The Committee had unanimouslyconsented for an in-house' review built on suggestive parameters. Based on thesuggestive parameters approved by the Nomination and Remuneration Committee the followingevaluations were carried out:
Review of Board as a whole by all the Members of the Board.
Review of all Board Committees by all the Members of the Board.
Review of Individual Directors by rest of the Board Members except theDirector being evaluated.
11. EXTRACT OF THE ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 forms partof Board's Report and is furnished in "Annexure A" annexed to this Report.
12. NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company in its Meeting held on 16th May 2016 approved a policy on directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee. The broad parameters coveredunder the Policy are Company Philosophy Guiding Principles Nomination of DirectorsRemuneration of Directors Nomination and Remuneration of the Key Managerial Personnel(Other than Managing/ Whole-time Directors) Key-Executives and Senior Management and theRemuneration of Other
Employees. The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in "Annexure B" and forms part of this Report.
1. Statutory Auditors
The Statutory Auditors M/s Akhil Mittal & Co. Chartered Accountants(Registration No. 026177N) to hold office till the conclusion of the 31st Annual GeneralMeeting to be held in the year 2022 (subject to ratification of their appointment at everyAGM).
2. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under M/s Aditi Agarwal & Associates CompanySecretaries were appointed as the Secretarial Auditors of the Company to carry out thesecretarial audit for the year ending March 31 2017. The Secretarial Audit Report givenby the Secretarial Auditors in Form No. MR-3 is annexed with this Report as "AnnexureC". There are no qualifications reservations or adverse remarks made by SecretarialAuditors in their Report.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT 2013.
During the financial year ended March 31 2017 no Loans Investment or guarantee u/s186 of the Companies Act 2013 was made by the Company.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
The particulars of every contract and arrangement entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto are disclosed inForm No. AOC-2 in
"Annexure D" and form part of this Report.
16. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT.
The Company has not accepted any deposits during the year under review.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135(1) of the Companies Act 2013 CorporateSocial Responsibility is not applicable on your Company.
18. AUDIT COMMITTEE
In terms of Section 177 of the Companies Act 2013 read with rules 6 & 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 the Audit Committee of theCompany is duly constituted and consists of the following Independent & Non-
Executive Directors' as members:
|Name of Members ||Designation ||Meetings Held ||Meeting Attended |
|Pankaj Kumar ||Chairman ||6 ||1 |
|Gupta* || || || |
|Ghanshyam Prashad ||Chairman ||6 ||6 |
|Gupta || || || |
|Meetu Aggarwal ||Member ||6 ||6 |
|Sunil Kapoor* ||Member ||6 ||6 |
|Naresh Kumar ||Member ||- ||- |
|Singhal || || || |
*Mr. Pankaj Kumar Gupta & Mr. Sunil Kapoor is no longer associated with the Companyas Directors. They resigned from Directorship on 16th May 2016 & 22nd February 2017respectively. Mr. Naresh Kumar Singhal has been appointed as member of the Audit Committeew.e.f. 03rd day of March 2017.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Risk Management and Governance Department of the Company have assured the existenceof various risk-based controls in the Company and also tested the key controls towardsassurance for compliance for the present fiscal. Further the testing of such controls wasalso carried out independently by the Statutory Auditors of the Company as mandated underthe provisions of the Companies Act 2013. In the opinion of the Board the existinginternal control framework is adequate and commensurate to the size and nature of thebusiness of the Company.
20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has also established a vigil mechanism and overseas it through the AuditCommittee to resolve the genuine concerns expressed by the employees and other directors.The Company has also provided adequate safeguards against victimization of employees anddirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company.
21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the Company has not transferred any amount in investorEducation and Protection Fund.
22. LISTING OF SECURITIES
The Shares of the Company are listed and traded at BSE. The Annual Listing Feeincluding service tax for the financial year 2017-18 has been paid to all Stock Exchanges.
23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the Company has not transferred any amount in InvestorEducation and Protection Fund.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in"Annexure E" and forms part of this Report.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsrating agencies stock exchanges and depositories auditors legal advisors consultantsbusiness associates and all the employees with whose help cooperation and hard work theCompany is able to achieve the results. The Board deeply acknowledges the trust andconfidence placed by the consumers of the Company and all its shareholders.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
| ||SD/- ||SD/- |
|Date: 12.08.2017 ||(Vishesh Gupta) ||(Naresh Kumar Singhal) |
|Place: New Delhi ||Managing Director ||Director |
| ||DIN: 0000255689 ||DIN: 0002987526 |