The members of
Sumeru Industries Limited
Your Directors have pleasure in presenting herewith the 25th Annual Report on thebusiness and operations of the Company together with audited accounts for the financialyear ended on 31st March 2018.
1. Financial Performance of the Company:
This is the first year of implementation of the Indian Accounting Standards (Ind AS).The standalone flnancial statements for the year ended March 312018 have been prepared Inaccordance with the Indian Accounting Standards (Ind AS) notified under section 133 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014. The financial statementsfor the year ended March 31 2017 have been restated as below in accordance with Ind ASfor comparative information.
|Particulars ||2017-18 ||2016-17 |
|Income from Operation ||267.70 ||737.75 |
|Other Income ||30.04 ||35.11 |
|Total income ||297.74 ||772.86 |
|Total Expenditure before tax and dep. ||280.45 ||758.28 |
|Profit/(loss) before taxand dep. ||17.29 ||14.58 |
|Provision for depreciation ||8.04 ||7.95 |
|GST recovered on sales ||3.90 ||- |
|Tax expenses ||1.04 ||1.84 |
|Net profit/(loss) after tax for the year ||4.31 ||4.79 |
|Add: balance B/Fffom previous year ||294.98 ||293.96 |
|Balance carried to next year ||299.29 ||294.98 |
2. Year under Review:
Company Is operating In the business of Tradlng.Durlng the year under review theCompany has earned total income of Rs. 297.74Lacswhlch Includes operating Income of Rs.267.70Lacsfrom trading activity and Other Income of Rs. 30.04Lacs. During Previous yearCompany's total income was of Rs. 772.86Lacs. After deducting all administrative expensesand depreciation and necessary adjustments for taxation etc. the Company has earned a netprofit of Rs. 4.31Lacs during the current year (Previous year of Rs. 4.79Lacs)
3. 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
Except the information given in this report no material changes have taken place aftercompletion of the financial year up to the date of this report which may have substantialeffect on business and finances of the Company.
Due to business needs in future the directors do not recommend any dividend for thefinancial year.
5. Unclaimed Dividend:
The Company does not have any outstanding unclaimed dividend which Is required to betransferred to the Investor Education and Protection Funds as per the provisions ofSection 125 of the Companies Act 2013. The Company does not have any outstandingliability on account of Interest and principal of Deposits Debentures or ShareApplication Money.
6. Share Capital Structure:
During the year under review there were no changes In the Authorised IssuedSubscribed and paid up Share Capital Structure of the Company.
During the year under review your Company has neither invited nor accepted any publicdeposit as defined under Section 77 of the Companies Act 2013.
8. Particulars of loan guarantees or investments under section 186:
Company has not given any loan not provided any guarantee or any security inconnection with a loan to any other body corporate or person during the year underpreview.
9. Details of significant and material orders passed by the regulators or courts ortribunals Impacting the going concern status and company's operations in future;
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future.
10. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
Board members are of the view that commensurate with the size and nature of thebusiness your Company has maintained adequate Internal Financial control.
11. Board policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulations of certain policies for all listed companies. All our corporategovernance policies are available on the website of the Company. The policies are reviewedperiodically by the Board and updated based on need and new compliance requirements.
12. Corporate Social Responsibility:
As per Section 135 of the Companies Act 2013 and Rules of Companies (Corporate SocialResponsibility policy) 2014 every company having net worth of rupees five hundred croneor more or turnover of rupees one thousand crore or more or a net profit of rupees fivecrore or more during any financial year shall constitute a Corporate Social ResponsibilityCommittee.
As Company does not come under the ambit of above mentioned provisions Company has notformed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts)Rule 2014 regarding disclosure of contents of Corporate Social Responsibility Policy isnot applicable to the Company.
13. Conservation of energy technology absorption foreign exchange earnings and outgo:
The information requires to be disclosed in the report of the Board of Directors as perthe provisions of Section 134(3)(m) of the Companies Act 2013 and Rule 3 of the Companies(Accounts) Rules 2014 regarding the conservation of energy technology absorptionforeign exchange earnings and outgo are not applicable to the Company hence are not givenherewith. There were no foreign Exchange eamlngs or outgo during the year.
14. Dematerialization of securities:
Your Company's Equity shares are admitted In the system of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartyAgreement throughRegistrar and Share Transfer Agent M/s Bigshare Services Private Limited. The Investorsare advised to take advantage of timely demateriallzatlon of their securities. The BINallotted to your Company is INE 764 BQ1029. Total Share dematerialized up to 31st March2018 were 54203499 which constitute 75.28% of total capital. Your Directors request allthe shareholders to dematerialize their shareholding in the Company as early as possible.
15. Disclosure with respect to demat Suspense account/ unclaimed suspense account-
The Information required as per para F of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company as theCompany has no unclaimed dividend and no unclaimed shares and hence are not givenherewith.
16. Statutory Auditors:
M/s M. B. Gabhawala & Co. Chartered Accountants (FRN- 001183C) were appointed asa firm of Statutory Auditor of the Company for five(5) consecutive years i.e. for theFinancial year 2017-18 to 2021-2022. Company has received eligibility certificate fromM/s. M.B. Gabhawala regarding their appointment as such for financial year 2018-2019.Their appoinment Is to be ratified by members ofthecompanyinthe next Annual GeneralMeeting.
17. Cost Auditors:
As our Company is neither engaged in the production of goods nor providing services asprescribed under Section 148 of the Companies Act 2013 Company Is not required toappoint Cost Auditor.
18. Internal Auditors:
In order to make proper compliance with the provisions of Corporate Governance theCompany had appointed M/s. Shailesh Patel & Co. Chartered Accountants as InternalAuditors. They are regularly submitting their reports to the Audit Committee of theCompany.
19. Secretarial Auditor and report there on:
M/s Kamlesh M. Shah Practicing Company Secretary was appointed as Secretarial Auditorfor the financial year 2017-2018 as per Section 204 of the Companies Act 2013 andSecretarial Audit report (Form MR-3) is part of the Board's Report and attached asAnnexure-1 The Secretarial Auditor has not made any adverse remarks In their report whichmay require any further clarification from the Board.
20. Extract of Annual Return:
An extract of the annual return in Form No. MGT - 9 Is part of the Board's reportandattached herewith as Annexure-II.
21. Management Discussion and Analysls-
As per the Corporate Governance norms a separate report on Management Discussion andAnalysis outlining the business of the Compa ny Is set out as Annexure-III of this report.
22. Declaration asto Independent Directors:
(Pursuant To Provisions of Section 149(6) of the Companies Act 2013).
All the Independent Directors of the Company do hereby declare that:
(a) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a Manager or a Nominee Director.
(b) All the Independent Directors In the opinion of the Board and persons of integrityand possesses relevant expertise and experience.
(c) (I) Independent Directors are or were not a Promoter of the Company or Its Holdingor subsidiary or associate company.
(ii) Independent Directors are or were not related to promoters or directors In thecompany Its holding subsidiary or associate company.
(d) Independent Directors have or had no pecuniary relationship with the company itsholding subsidiary or associate company or their promoters or directors during the twoImmediately preceding financial years or during the current financial year.
(e) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhsrupees or such higher amount as may be prescribed whichever is lower during the twoImmediately preceding financial years or during the current financial year
(f) Independent Directors neither himself nor any of his relatives
i. Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company In any of threefinancial years immediately preceding the financial year In which he is proposed to beappointed.
ii. Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he Is proposed to beappointed of -
(A) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or Associate company amounting to ten per cent or more of thegross turnover of such firm;
ill. Holds together with his relatives less than two per cent shares or total votingpower of the company; or
iv. Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
(g) Independent Directors possesses such qualifications as prescribed.
23. Director's Responsibility Statement:
Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 theDirectors of your Company confirm that-
(a) in the preparation of the annual accounts as far as possible and to the extentmentioned by the Auditors In their report the applicable accounting standards has beenfollowed and no material departure has been made from the same;
(b) 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 affair of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
(c) 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 for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.!
24. Disclosure as per companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
0 The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:
Total expenses of Director's Remuneration- Nil Managerial Remuneration Expenses: NilOther employees Remuneration: Rs. 1123750/-
ii) The percentage increase in remuneration of each director Chief financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
Directors were not paid any remuneration. The percentage increase in remuneration paidto the Company Secretary & CFO is 10% over that of last year
iii) The percentage increase in the median remuneration of other employees in thefinancial year Is 10%
iv) The number of permanent employees on the rolls of company Is 5.
v) The explanation on the relationship between average increase in remuneration andcompany performance;
The increase in remuneration is considered on the overall economic condition Industrytrend and inflammatory pressure.
vl) Comparison of the remuneration of the Key managerial personnel against theperformance of the company ;
The Company Secretary and CFO were paid remuneration during the year and the same Is Inaccordance with the performance of the Company.
vli) Variations In the market capitalization of the company price earnings ratio as atthe dosing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer In case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year; dosingMarket Price of shares of Company as on 31/03/2017 : Rs.1.20/- closing Market Price ofshares of Company as on 31/03/2018 :1.14/-
Earnings Per share for the financial year ended on 31/03/2017 :Rs.0.007/-
Earnings per share for the financial year ended on 31/03/2018 :0.006/-
Based on the Closing Price as on 31st March 2018 P/E Ratio is minimum.
vlll) Average percentile Increase made In the salaries of employees other than themanagerial personnel In the last financial year and its comparison with the percentileIncrease in the managerial remuneration and justification thereof and point out if thereare any exceptional drcumstances for increase in the managerial remuneration;
Company Secretary and CFO were paid remuneration during the year and average percentileincrease In their remuneration was in line with that of employees l.e. 10%.
ix) Comparison of the remuneration of each key managerial personnel against theperformance of the company- company Secretary and CFO were paid remuneration during theyear. Whereas operation income of the Company is received from trading activities andother income are generated as dividend income from Investment made by the Company x) Thekey parameters for any variable component of remuneration availed by the directors;
NOT APPLICABLE as directors are not paid any remuneration during the year.
xl) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration In excess of the highest paid directorduring the year; and Directors are not paid any remuneration and No employee Is receivingremuneration in excess of Key Managerial personnel l.e. Company Secretary and CFO.
xii) Affirmation that the remuneration is as per the remuneration policy of thecompany.
All payable and proposed increase in the remuneration of the Employees and KMPs arerecommended by Nomination & Remuneration Committee to the Board of Directors withinthe organization.
25. Format Annual Evaluation Process by Board:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual directors pursuant to provisions of the Companies Act2013 and Corporate Governance requirements as prescribed by SEBI under Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking Inputs from allthe directors on the basis of criteria such as the 8oard Composition and structureeffectiveness of board process information and functioning etc The performance of theoommittee was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the structure of the committees meetings andIndependency of the Committees etc
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and Its Committees with the Company.
26. Board Meetings: During the year six Board meetings were duly convened and held.The following are the dates on which the board meetings were held-
(1) May 11 2017 (2) Tune 3 2017 (3) July 29 2017 (4) September 25 2017 (5)October 17 2017 and (6) January 25 2018.
The Intervening gap between the Meetings was within the period prescribed underCompanies Act 2013.
27. Committees: The Company has several Committees which have been established as apart of best corporate governance practices and are In a compliance with the requirementsof the relevant provisions of applicable laws and statute.
The Company has following Committees-
(a) Audit Committee- The members of Audit Committee met 4 times in a year and gapbetween two meetings was not more than 120 days. Following is the Composition of AuditCommittee-
|Name ||Designation || |
Attendance at committee meeting
| || ||11-05-17 ||29-07-17 ||17-10-17 ||25-01-18 |
|Mr. Bhavln D. Mashruwala ||Chairman || || || || |
|Mr. Vipul H. Raja ||Member || || || || |
|Mr. A. C. Pate) ||Member || || || || |
(b) Nomination and Remuneration Committee- The members of Nomination & RemunerationCommittee met 1 time during the year. Following is the Composition of Nomination &Remuneration Committee-
|Name ||Designation ||Attendance at |
|Mr. Bhavln D. Mashruwala ||Chairman || |
|Mr. A. C. Patel ||Member || |
|Mrs. Sonal V. Raja ||Member || |
(c) Stakeholders' Relationship Committee- The members of Stakeholders' RelationshipCommittees met twelve times during the year. i.e. April 202017 27 May 2017 June 222017 July 29 2017 August 26 2017 September 30 2017 October 21 2017 November 252017 December 28 2017 January 27 2018 February 24 2018 and March 31 2018. followingis the Composition of Following is the Composition of Stakeholders' RelationshipCommlttee-
|Name ||Designation |
|Mr. Bhavin D. Mashruwala ||Chairman |
|Mr. Vipul H. Raja ||Member |
28. Establishment of code of conduct for directors and senior management persons:
To enhance ethical and transparent process in managing the affairs of the CompanyBoard of Directors have adopted "Codeof Conduct for Board of Directors and SeniorManagement Personnel" as per requirements of the listing Agreement. The same isavailable on the website of the Company.
29. Establishment of vigil mechanism for directors and employees:
Company has adopted vigil mechanism called "Whistle Blower Policy" fordirectors and employees to report to the management instances of unethical behaviorfraud or violation of the Company's code of Conduct or ethics policy. The same isavailable on the website of the Company.
30. Disclosure under Sexual Harassment of Woman at Workplace (Prevention Prohibitionand Redressal) Act 2013-
Pursuant to Section 22 of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 every Company is required to set up an InternalComplaint Committee to look into the complaints relating to sexual harassment at workplace of any woman employee.
Company has adopted a policy for prevention of Sexual Harassment of Woman at workplaceand has set up a committee for Implementation of the said policy. During the year. Companyhas not received any complaints and no complaint is pending at the Company's end.
31. Prevention of InsIder Trading:
The Company has adopted a Code of Conduct for Prevention of InsIderTrading with a viewto regulate trading In securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information In relation to the Company andduring the period when the Trading Window Is closed. The Board is responsible forimplementation of the Code.
All members of the Board Directors and the designated employees have confirmedcompliance with the Code.
32. Particulars of contracts or arrangements with related parties under section 188(1):
During the financial year 2017-18 there was no new contract/arrangements forsell/purchase of goods or services of material nature with its promoters directorsmanagement or relatives etc which may have potential conflict with interest of theCompany at large. Company has entered into fresh leave and license agreement for a periodof 36 months from April 2016 to March 2019 with Mr. Nandit V. Raja Promoter and Mrs.Sonal V. Raja Promoter Director of the Company for the use of current Registered officepremises and Corporate office premises.The annual rent (total) for all such agreements isless than 10% of total Turnover of the Company hence the whole transaction is notconsidered as Material as per Regulation 23(1) of SEBI (Listing Obligations and DisclosureRequirements) 2015
However details of transactions with related parties are given In note 15 ofAccounting Policies by Auditors as per Accounting Standard 18. Form No. AOC-2 pursuant todause (h) of sub- section (3) of Section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014 Is attached herewith as Annexure-IV.
33. Exemption from certain provisions of Corporate Governance:
As per SEBI (listing Obligations and Disclosure Requirements) Regulations 2015 Paidup Capital and net worth of the Company as on 31st March 2018 are less that theprescribed limit and as per exemption rule our Company Is exempted from certainprovisions of Corporate Governance. Accordingly (1) Corporate Governance Report (ii)dedaration of CEO/ CFO certifying compliance by Board of Directors and Senior Managementpersonnel with respective Code of Conduct and (ill) Compliance Certificate from StatutoryAuditor regarding compliance with Corporate Governance Provisions Is not given herewith
Company will follow above mentioned provisions as and when become applicable to theCompany.
34. Registrar & Transfer agent:
The Company has appointed M/s Bigshare Services Private Limited as its Registrar &Transfer agent w.e.f. 3rd June 2016. Complete details of their name address contactdetails are given beiow- Blgshare Services Pvt. Ltd.
A/802 Samudra Complex
Near Klasslc Gold Hotel Near Glrlsb Cold Drinks
Off. CG. RoadAhmedabad-380009 Tel NO.-079-40024135 Email- email@example.comWebsite- www.bigshareonline.com
Your directors wish to place on record their gratitude and sincere appredation for theassistance trust and co-operation received from the shareholders Bankers Governmentauthorities and dients during the year under review.
Your Directors would like to express profound sense of appredation for the commitmentshown by the employees In supporting the Company In Its continued performance on allfronts
BOARD OF DIRECTORS UNDER AN AUTHORITY
SUMERU INDUSTRIES LIMITED
VI PUL H. RAJA
CHAIRMAN & MANAGING DIRECTOR