To the Members of Shangar Decor Limited Ahmedabad
The Directors have pleasure to present their 23rd Annual Report and theAudited Annual Financial Statements for the year ended 31stMarch 2018.
SUMMARY OF FINANCIAL RESULTS:
|Particulars ||Current Year 2017 - 18 ||Previous Year 2016-17 |
| ||INR ||INR |
|Total Income ||75931095 ||38708288 |
|Total Expenses ||77029077 ||40095670 |
|Profit Before tax ||2208936 ||1554039 |
|Provision for Tax & Deferred Asset/ Liab. || || |
|1. Current tax ||- ||480281 |
|2. Deferred tax ||333927 ||84823 |
|3. Prior Period Adjustment ||- ||- |
|Profit After Tax ||1875009 ||989205 |
|EPS: Basic & Diluted ||0.61 ||0.32 |
STATE OF COMPANY AFFAIRS:
During the year under review Company earned Net Profit After Tax almost double thanlast year. The Net Profit of the Company during the year 2017 18 is INR 18.75 Lakhscompared to FY 2016 17 of INR 9.89 Lakhs.
No dividend is recommended by the Board of directors in view of limited profit for theFinancial Year ended 31st March 2018.
The Board of Directors do not propose to transfer any amount to Reserves Account.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed discussion on the Company's operations is presented in the chapter onManagement Discussion and Analysis which forms part of this Annual Report.
DEPOSITS AND LONG TERM BORROWINGS:
The Company has not invited or accepted any deposit from the public during the yearunder review.
PARTICULARS OF CONTRACTS OF AGREEMENTS WITH RELATED PARTY:
There are no materially significant transactions with related parties i.e. promotersDirectors or the Management their subsidiaries or relatives conflicting with theCompany's interest. There are no transactions with related party which are considered tobe not in the normal course of Business.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2017-18 the Board of Directors states that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to 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 at the end of the 31st March2018 and of the profit and loss account of the company for that period.
c) The Directors have 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.
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were 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 IOINT VENTURE:
Company does not have any subsidiary companies. Company has not made any investment inJoint Venture Companies.
ENVIRONMENT HEALTH AND SAFETY:
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) Regulation 2015 is not applicable to the Company asthe Paid up Share Capital and Turnover of the Company are less than the minimum prescribedlimits. Certificate of the Auditors in this regard is annexed to the Board's Report.
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 MANAGERIAL PERSONNEL:
The Board comprises of 6 (Six) Directors of which 3 (Three) are Independent Directors.
Directors Retiring By Rotation
Ms. Parul Shah (holding DIN: 03344585) a Director whose terms of office is liable todetermination by retirement of Directors by rotation under section 152 of Companies Act2013 and being eligible offers herself for reappointment. Directors recommend her reappointment.
Resignation of Directors:
During the year none of the Directors of the company have resigned from Board.
DECLARATION ON INDEPENDENT DIRECTORS:
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2017-18 confirming that they meetthe criteria of independence as prescribed under the Act and erstwhile Listing Agreementand SEBI (Listing Obligation and Disclosure 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. Directors of the Company strictly follow theprocess and criteria as prescribed by the committee.
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 while the processof evaluation of the Independent Directors was coordinated by the Chairman of the Company.Based on this Chairman of the Company briefed the Board and each of the IndividualDirectors as applicable.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings were held as and when necessary. During the year under reviewthe Board met Eight times and the proceeds of the Board Meeting have been duly recorded inminutes book. During the year total 8 Board Meetings were held respectively on 30.05.201714.08.2017 01.09.2017 14.11.2017 07.12.2017 09.12.2017 09.02.2018 and 25.03.2018.Attendance records of Directors are shown the Corporate Governance Report.
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 HRA Car Allowance (applicable to General Managers& above employees) Conveyance Allowances / Reimbursement Company's contribution toProvident 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:
- Employees self-assessment;
- Assessment by Immediate Superior;
- Assessment by Head of 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.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors asfollows:
- Sitting Fees of maximum Rs. 2500/- for each meeting of the Board or any Committeethereof attended by them;
- Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There are no employees in the company whose salary exceed the prescribed limit underthe Act hence disclosure of employees is not provided.
Disclosure under provisions of Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2015is given here under.
I) Disclosure under provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given herein below:
|Sr. No. Name and Designation ||Ratio of Remuneration of Director to Median Remuneration of Employee ||% Increase in remuneration for FY 201718 |
| ||Sub Clause (i) of Rule 5(1) ||Sub Clause (ii) of Rule 5(1) |
|1 Samir Rasiklal Shah Managing Director ||824.74 ||NIL |
|2 Saumil Shrenik Shah Director ||357.39 ||NIL |
|3 Utsavi Bhatia Company Secretary ||37.43 ||29.68 |
II) Sub Clause (iii) of Rule 5(1): Median remuneration of employees increased by 30.93%compared to previous year 2016 17. Such percentage increase in median remuneration may notreflect correct increase due to increase in number of employees during the year ascompared to 2016-17.
III) Sub Clause (iv) of Rule 5(1): There are 14 employees on the pay roll of theCompany other than Directors on the Board of Company.
IV) Sub Clause (viii) of Rule 5(1): Average percentile increase already made in theemployees of the Company during the FY 2017 18 is 4.71. Remuneration of ManagerialPersonnel has not been increased hence no comparison thereof is provided.
V) Sub Clause (x) of Rule 5(1): No Director has availed of any variable component ofremuneration.
VI) Sub Clause (xii) of Rule 5(1): it is hereby affirmed that the remuneration paid isas per the Remuneration Policy of the Company.
VII) Sub Clause (i) to (iii) of Rule 5(2): There are no employees on the payroll ofCompany who receive remuneration in excess of limits prescribed under Rule 5 (2) hence nodetails are provided under Rule 5(3).
Report of Statutory Auditors
Niral Parikh & Associates. Chartered Accountant Ahmedabad is the statutory auditorof the Company. The Auditors' report for financial year 2017-18 is self explanatory andforms part of this Annual Report and does not contain any qualification reservation oradverse remark.
Report of Secretarial Audit:
Viral Ranpura Company Secretary in practice was appointed as Secretarial Auditor ofthe Company and they have issued a Report under provisions of Section 204 of Companies Act2013 and is placed as annexure to this report.
The Secretarial Audit Report is qualified for non appointment of Chief Financialofficer. Company is in search of appropriate candidate for Chief Financial officer.
Report of Cost Auditor:
Provisions of Section 148 of Companies Act 2013 are not applicable to the Company andhence no disclosures are required in that regard.
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 Members of Audit Committee ||Designation |
|Ashokkumar Amratlal Shah ||Chairman |
|Saumil Shrenikbhai Shah ||Member |
|Prasanna Narendra Pandya ||Member |
The Company has adopted a Whistle Blower Policy since March 2015 in compliance witherstwhile Listing Agreement and Companies Act 2013. The Policy empowers all theStakeholders to raise concerns by making Protected Disclosures as defined in the Policy.The Policy also provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and also provides for direct access to the Chairman of theAudit Committee in exceptional cases. The functioning of the Whistle Blower mechanism isreviewed by the Audit Committee on a quarterly basis.
RISK MANAGEMENT POLICY:
The Board of Directors has developed and implemented Risk Management Policy for theCompany. It has identified and assessed various risks factors with potential impact onthe Company in achieving its strategic objectives or may threaten its existence. ThePolicy lays down procedures for risk identification assessment monitoring review andreporting. The Policy also lists the roles and responsibilities of Board and RiskManagement Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Particulars regarding foreign exchange earnings and expenditure is NIL. Since yourcompany does not own any manufacturing facility the other particulars in the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are notapplicable.
EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT &REMUNERATION) RULES 2014:
The Extract of Annual Return in form No. MGT-9 as per Section 134 (3)(a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies(Management & Administration) Rules 2014 duly certified is annexed heretoand forms part of this report.
During the year under review there has been no change in the paid up share capital ofthe Company. Paid Up Share Capital of the Company consists of 3060100 Equity Shares ofINR 10/- each.
CHANGE OF MANAGEMENT:
During the year there is no change in the management of the company.
CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business of the Company during the year underreview.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans Guarantees or investments as covered under provision ofsection 186 of the Companies Act 2013 made by the company during financial year 2017-18are given under the respective head and the same is furnished in the notes to thefinancial statement.
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:
The Company is not required to transfer any amount to the Investor Education andProtection Fund (IEPF) established by the Central Government pursuant to the provision ofSection 125 (e) of the Companies Act 2013 as there is no amount unclaimed for a period of7 years from the date it became due for payment.
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 except fine imposed for late submission of Compliance underSEBI (LODR) Regulation 2015 by BSE Limited.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2017-18 the Company has not received any complaint on sexual harassment.
The Board of Directors wishes to place on record its appreciation for the cooperationextended by Banks Government Authorities Customers Shareholders and Employees of theCompany and looks forward to a continued mutual support and co-operation.
| ||For Shangar Decor Limited |
|Date: 05th September 2018 ||By Order of the Board |
|Place: Ahmedabad ||Sd/- ||Sd/- |
| ||Samirbhai R. Shah ||Saumil Shah |
| ||Managing Director ||Director |
| ||DIN 00787630 ||DIN: 01601299 |