The Members Soni Medicare Limited
Your Directors have pleasure in presenting the 29thAnnual Report of your Company alongwith the Audited Statement of Accounts for the year ended March 31 2017.
1. Financial Results:
| || |
(Rs. In Lacs)
|Particulars || || |
| ||2016-17 ||2015-16 |
|Business & Other Income ||1346.69 ||1563.42 |
|Profit / (Loss) before Interest Depreciation & Tax ||137.62 ||138.54 |
|Less: || || |
|a. Interest ||44.02 ||39.39 |
|b. Depreciation ||78.57 ||77.06 |
|Profit / (Loss) before tax ||15.03 ||22.09 |
|Exceptional Items ||-- ||-- |
|Less: Provision for Tax: || || |
|a. Current Year ||8.50 ||4.25 |
|b. Deferred Tax ||(3.15) ||(0.09) |
|c. MAT Credit Entitlement || || |
|d. Short / Excess for earlier years || || |
|Profit / (Loss) for the Period ||9.68 ||17.93 |
|Balance brought forward from the previous year ||222.89 ||238.61 |
|Less: Opening Adjustment in Depreciation ||-- ||33.65 |
|Amount available for Appropriation ||232.57 ||222.89 |
|Capital Reserve || || |
|? From Bank of Baroda ||14.00 ||14.00 |
|Total Balance carried to Balance Sheet ||246.57 ||236.89 |
Your Company during the current period ended on 31st March 2017 has earned income ofRs 1346.69 Lacs and Profit before Tax of Rs. 15.03Lacs as compared to Rs. 1563.42and Rs.22.09 Lacs respectively in the previous year.
With the view to conserve the resources of company the directors are not recommendingany dividend for the financial year 2016-17.
3. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS.
The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes after the balance sheet date which may materially affectthe financial position of the company or having any material impact on the operations ofthe Company.
5. CHANGES IN NATURE OF BUSINESS:
There is no change in the nature of business in comparison to immediately precedingyear.
6. CHANGES IN SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has No subsidiaries joint ventures or associates during the year andtherefore no details are required to be given.
7. CONSOLIDATED FINANCIAL STATEMENTS:
The Company has No Subsidiary Associate or Joint Venture and therefore question ofconsolidated financial statement do not arise.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
9. STATUTORY AUDITORS:
Audited Balance Sheet as on 31st March 2017 and Statement of Profit and Loss Accountand Cash Flow Statement are prepared by M/s Tambi Ashok & Associates (FRN 005301C) .Now M/s A.Natani & Company (FRN : 007347C) being appointed by the members asStatutory Auditor of the Company.
M/s A.Natani & Company Chartered Accountants(Firm Registration No. 007347C)arebeing appointed by the members as Statutory Auditors of the Company to hold the officefrom the conclusion of this Annual General Meeting till the AGM to be held for financialyear ending on 31st March 2022(subject to the ratification in every subsequent AGM) . Inthis regard the Company has received a certificate along with the consent from theauditors in accordance with the provisions of Section 141 of the Companies Act 2013.
10. AUDITOR'S REPORT:
The observations made by the Auditors in their Report read with relevant notes as givenin the Notes on Accounts annexed to the Accounts are self-explanatory and therefore donot call for any further comments under Section 134 (3)(f) of the Companies Act 2013.
The Auditors of the Company have not raised any queries or made any Qualifications onthe Accounts adopted by the Board which were then audited by them.
11. SHARE CAPITAL:
The Company has 4264900 Equity Shares of Rs. 10 each amounting to Rs. 42649000. Duringthe year under review the Company has not issued any shares or any convertibleinstruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-eachholder of share is entitled to one vote per share with same rights.
During the Year 2016-17 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.
12. TRANSFER TO RESERVES:
The Company proposes to transfer no amount to the general reserve.
13. EXTRACT OF THE ANNUAL RETURN:
The Extract of the Annual Return in Form No. MGT- 9 has been included.
14. BOARD EVALUATION:
The performance evaluation of the individual Directors including chairman of Board wasdone in accordance with the provision of the Company Act 2013.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
RE-APPOINTMENT OF MANAGING DIRECTOR:
As per Sections 196 197 and 203 read with other applicable provisions and Schedule Vof the Companies Act 2013 Mr. Bimal Roy Soni (having DIN 00716246) be and is herebyreappointed as Managing Director of the company for a period of five years upon such termsand conditions including terms of remuneration as recommended by Nomination andRemuneration Committee.
APPOINTMENT OF DIRECTORS RETIRING BY ROTATION:
As per section 152 of the Companies Act 2013 Mrs. Anju Soni would retire by rotationat the forthcoming Annual General Meeting and are eligible for reappointment. Mrs. AnjuSoni has offered her for re-appointment.
APPOINTMENT OF COMPANY SECRETARY (CS):
In terms of Section 203 of the Companies Act 2013 Ms. Aakansha Khandelwal appointedas Company Secretary of the Company with effect from December 02nd 2016 upon such termsand conditions including terms of remuneration as recommended by Nomination andRemuneration Committee.
The Board of the Company at March 31 2017 consisted of 5 (Five) Directors 3 (Three)are Non Executive Independent Directors.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 which were placed at the Board meeting held on 20/05/2016.
COMPOSITION OF BOARD OF DIRECTOR:
The Board of the Company as on March 31 2017 consist of 5 directors out of which 3 arenon executive Independent directors one is Managing Director .
COMPOSITION OF KEY MANAGERIAL PERSONNEL (Other Than Board of Directors):
Company has one Chief Financial Officer Named Sonam Chandak.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO :
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A. CONSERVATION OF ENERGY:
The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology absorption is not applicable as the Company is notcarrying out any manufacturing operation.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars ||As on 31.03.2017 ||As on 31.03.2016 |
|a) Earnings in foreign exchange ||Nil ||Nil |
|b) Expenditure / outgo in foreign exchange (Travelling) ||Nil ||Nil |
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors during the year 2016-17 met Nine times on:
| ||DATE OF BOARD MEETING ||BOARD'S STRENGTH ||NO.OFDIRECTORSPRESENT |
| || || || |
|1. ||20.05.2016 ||5 ||5 |
|2. ||02.06.2016 ||5 ||5 |
|3. ||05.07.2016 ||5 ||5 |
|4. ||25.07.2016 ||5 ||5 |
|5. ||18.10.2016 ||5 ||5 |
|6. ||11.11.2016 ||5 ||5 |
|7. ||02.12.2016 ||5 ||5 |
|8. ||01.02.2017 ||5 ||5 |
|9. ||08.02.2017 ||5 ||5 |
18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has put in place Vigil Mechanism for Directors and Employees of theCompany.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
Therefore Company is not liable to contribute towards Corporate Social Responsibility.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of Loan given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in standalone financial statement.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arms length transactions under the proviso thereto have been disclosed in Form No.AOC -2 annexed.
22. MANAGERIAL REMUNERATION:
i. None of the employees of the company was in receipt of the remunerationexceeding the limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies(Appointment and Remuneration of Managerial Personnel) of the Companies Act 2013 duringthe year under review. ii. The Company does not have any material information toreport in accordance to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
iii. Remuneration to Chairman: The Board has recommended payment of Rs. 1800000 p.a. as remuneration to the Chairman for his services to the Company subject tothe approval of members.
23. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of its Board appointed M/s. Mahendra Khandelwal& Co. a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2017. The Secretarial Audit Report is annexed herewith as AnnexureA. There are no qualifications reservation or adverse remark or disclaimer made bythe auditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.
24. RISK MANAGEMENT POLICY :
The Company has its Risk Management Policy to identify and deal with the risks andthreats that could impact the organization. Risk Management Policy is available forinspection at the Registered Office of the Company during business hours on any workingday
25. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement it is confirmed that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) suchaccounting policies have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; (c) Proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof Companies Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) The annual accounts have been prepared on agoing concern basis.
(e) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively. (f) That propersystem were devised to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report which forms apart of this Report are set out separately together with the Certificate from theAuditors of the Company regarding compliance with the requirements of Corporate Governanceas stipulated in SEBI (LODR) Regulations 2015.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts orTribunals impacting the going concern status and company's operation in future.
28. NUMBER OF CASES FILED (IF ANY) AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards any action on the part of any of its officialwhich may fall under the ambit of Sexual Harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every women employee of the Company. TheCompany's Sexual Harassment Policy provides for protection against sexual harassment ofWomen at workplace and for Prevention and redressal of such complaints. During thefinancial year no case of Sexual Harassment were reported.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company
By order of the Board For Soni Medicare Limited L51397RJ1988PLC004569
Bimal Roy Soni
Managing Director DIN: 00716246
Date: 27th May 2017 Place: Jaipur