Your Directors here by present the 22nd Annual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2017.
During the year under review due to financial crisis company has not carried out anybusiness activities and faces huge set back. So company not in position to generate anyrevenue from the operation but due to some fixed cost company posted Net Loss of Rs.179726/-.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THECOMPANYS AFFAIR:
The Company does not have any significant business activity and not carried out anybusiness during the year under review.
The board of director of the company do not recommended any dividend during the year.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
The issued subscribed and paid up capital of the Company is Rs. 57948000 divided into57948000 equity shares of Rs. 1/- each. There has been no change in the share capital ofthe Company during the year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies & joint ventures.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantee or Investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2016-17 is enclosed as an Annexure tothis Boards Report. During the year under review the company has not provided anysecurity falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act 2013 Mr. MAHENDRA SOLANKIretire by rotation at the ensuing AGM and being eligible offers himself for reappointment.
Mr. MAHENDRA DOLATRAI GANATRA was appointed on 10.10.2016 as an Additional Director ofthe Company and is hereby appointed as an Independent Director of the Company to holdoffice for five consecutive years up to the conclusion of the Annual General Meeting to beheld in the calendar year 2022.
Mr. VINOD PORWAL was resigned as a Director of the Company with effect from 13.10.2016.
Since the Company does not have any significant business activities hence the Volumeand Scope of work for the Company Secretary and Chief Financial Officer are less and it isnot a full time work and the job of Company Secretary and Chief Financial Officer are notattractive commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
Minimum four pre-scheduled Board meetings are held annually. In case of businessexigencies or urgency of matters resolutions are passed by circulation. During the year 5(Five) Board meetings were held. The dates of the Board Meetings were 28.05.201613.08.2016 13.10.2016 15.11.2016 and 10.02.2017. Attendance record of Directorsattending the Board meetings and Annual General Meetings:
ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL GENERALMEETINGS:
|Name of the Director ||Category ||No. of Board Meetings Attended ||Last AGM Attendance |
|ANIL MISTRY ||Non-Executive Independent Director ||5 ||Yes |
|MAHENDRA SOLANKI ||Non -Executive (Director) ||5 ||Yes |
|VINOD PORWAL Resigned as on 13.10.2016 ||Non-Executive Independent Director ||- ||No |
|MAHENDRA GANATRA Appointed as on10.10.2016 ||Non-Executive Independent Director ||2 ||NA |
None of the Directors hold Directorships in more than 20 companies. Further anyindividual directors directorships in public companies do not exceed 10. None of theDirectors is serving as a member of more than ten committees or as the Chairman of morethan five committees across all the public companies of which he is a Director.
MEETING OF INDEPENDENT DIRECTORS
The Companys Independent Directors met on February 10 2017 without the presenceof the Executive Director and the Senior Management team. The meeting was attended bymajority of Independent Directors and was conducted to enable the Independent Director todiscuss matters prescribed under Schedule IV to the Act and Regulation 25(3) of the SEBI(LODR) Regulation 2015.
The Audit Committee of the Company presently comprises of three Directors being Mr.ANIL MISTRY Mr. MAHENDRA SOLANKI and Mr. MAHENDRA GANATRA.
The Board terms of reference of the Audit Committee are in consonance with theprovisions of Section 177 of the Companies Act 2013 and of the SEBI (LODR) Regulation2015.
Role/ Functions of the Committee: o Reviewing with management the annual financialstatements before submission to the Board. o Recommending the appointment and removal ofexternal auditors fixation of audit fee and also approval for payment for any otherservices. o Review of policies relating to risk management operational andfinancial. o Reviewing with the management external auditors and the adequacy of theinternal control system.
Powers of the Committee:
- To investigate any activity within its terms of reference.
- To secure attendance of and seek any information from any employee includingrepresentative of the prime shareholders (subject to their internal approvals).
- Compliance with accounting standards.
- To obtain outside legal or other professional advice if necessary.
- To secure attendance of outsiders with relevant expertise if it considers necessary.Compliance with Stock Exchange and legal requirements concerning financial statements.
During the year the Audit Committee met 4 times on 28.05.2016 13.08.2016 15.11.2016and 10.02.2017 attendance of the members as under:
|Name ||No. of Meeting attended |
| ||Held ||Attended |
|ANIL MISTRY ||4 ||4 |
|MAHENDRA SOLANKI ||4 ||4 |
|VINOD PORWAL ||4 ||0 |
|MAHENDRA GANATRA ||4 ||2 |
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been reconstituted as per the provisions ofSection 178(1) of the Companies Act 2013 on 13.10.2016 to review and to recommend theremuneration payable to the Executive Directors and Senior Management of the Company basedon their performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently comprises of threeDirectors being Mr. ANIL MISTRY Mr. MAHENDRA SOLANKI and Mr. MAHENDRA GANATRA.
The following is the terms of reference of Nomination and Remuneration Committee:
- Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to the level andcomposition of remuneration of the directors key managerial personnel and otheremployees;
- Formulation of criteria for evaluation of independent directors and the Board;
- Devising a policy on Board diversity; and
-Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy whichdetermines criteria inter-alia qualification positive attributes and independence ofDirectors for their appointment on the Board of the Company and payment of remuneration toDirectors Key Managerial Personnel and other Employees. The Committee shall consider thefollowing attributes / criteria whilst recommending to the Board the candidature forappointment as Director.
- Qualification expertise and experience of the Directors in their respective fields;
- Personal Professional or business standing;
- Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders Grievance/ ShareTransfer Committee as 'Stakeholders Relationship Committee' in order to align it with theprovisions of Section 178 of the Companies Act 2013. The Committee has been constitutedto strengthen the investor relations and to inter-alia look into issues relating toshareholders grievances pertaining to transfer of shares non- receipt of declareddividends non-receipt of Annual Report issues concerning de-materialization etc.
This committee presently consists of three directors namely Mr. ANIL MISTRY Mr.MAHENDRA SOLANKI and Mr. MAHENDRA GANATRA.
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
AUDITORS AND AUDITORS REPORT:
M/s. Bipin & Co. Chartered Accountants Vadodara (FRN 101509W) retiring statutoryauditor be and are hereby re appointed as the Statutory Auditors of the Company to holdoffice from the conclusion this AGM until the conclusion of the AGM to be held in the yearof 2020 for period of 3 years subject to ratification by members every year asapplicable at such remuneration and out of pocket expenses as may be decided by theBoard of Directors of the Company on the recommendation of the Audit Committee.
The observations made by the Auditors in their Auditors Report and theNotes on Accounts referred to in the Auditors Report are self-explanatory and do notcall for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. K. H. & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in the prescribed Form NoMR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
|a) The Company has decided not to opt for Corporate Governance Report in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the time being. ||The paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance Report so the Company has decided not to opt for the time being. |
|b) Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. ||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee. |
|c) Updating of website with regard to various policies is pending. ||The company will take necessary steps to update website with regard to various policies which are pending. |
|d) The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. ||The company will take necessary steps to comply with the same. |
|e) As per section 203(1)(i)(ii) & (iii) the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. ||Since the Company does not have any significant business activities hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary. |
|f) As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. ||The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system. |
|g) The company has not maintained the attendance register for Board and committee meeting. ||The company will take necessary steps to maintain the attendance register for board and committee meetings. |
|h) Statutory Registrar as per companies Act 2013 is yet to be updated. ||The company will take necessary steps to update Statutory Register as per companies Act 2013. |
|i) Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. ||The company will ensure to file all relevant documents in time with ROC and other authorities as when required. |
|j) As per the provisions of Section 149(1) of the Companies Act 2013 and SEBI (LODR) Regulation 2015 the Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director. ||The Company is in process for appointing of Women Director and once suitable and if any willing candidate agrees to join the Company. |
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up forInternal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 (the Act) and rule 12(1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT 9 forming part of this report is annexedherewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholdersand it includes discussion on matters as required under the provisions of SEBI (LODR)Regulation 2015 forming part of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 hadamended and made it applicable to all the listed Companies. Further SEBI vide itscircular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 had made on CorporateGovernance non-mandatory to the following class of Companies: a. Companies having paid upequity share capital not exceeding Rs.10 crores and Net worth not exceeding Rs.25 croresas on the last day of the previous financial year; Provided that where the provisionsbecomes applicable to a company at a later date such company shall comply with therequirements of corporate Governance within six months from the date on which theprovisions became applicable to the company. b. Companies whose equity share capital islisted exclusively on the SME and SME-ITP Platforms.
Accordingly the paid up capital and net worth is below the prescribed limit formandatory applicability of Corporate Governance clause. The Company has decided not to optfor compliance of Corporate Governance for the time being.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earning on account ofthe operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
e) Directors have prepared the accounts on a "going concern basis". f) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: Since there are no women employees in the Company hence nocomments.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Boards Report the ratio of the remuneration of each director to the permanentemployees remuneration. However since there is no permanent employee in theCompany no disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
|PLACE: AHMEDABAD ||For and on Behalf of the Board |
|DATE: 25.05.2017 ||For STERLING WEBNET LIMITED |
| ||(MAHENDRA SOLANKI) |
| ||DIRECTOR |
| ||DIN: 00059589 |