DIRECTOR'S REPORT TO THE MEMBERS
Your Directors present herewith the Annual Report of your company together with theAudited Accounts for the year ended 31st March 2017.
Highlights of financial result for the year were as under:
| ||2016-2017 ||2015-2016 |
| ||Rs. In Lakhs ||Rs. In Lakhs |
|Profit from Operations before Other Income & Interest ||(12.94) ||45.05 |
|Add: Other Income ||54.28 ||42.56 |
|Operating Profit before Interest ||41.34 ||87.61 |
|Less: Interest ||- ||- |
| ||41.34 ||87.61 |
|Add: Exceptional Income/(Expenses) ||- ||- |
|Profit Before Tax ||41.34 ||87.61 |
|Provision for Tax ||12.96 ||60.00 |
|Income Tax Adjusted for earlier year ||- ||- |
|Profit After Tax ||28.38 ||27.61 |
|Add: Surplus brought forward from Previous Year ||- ||- |
|Amount Available for apporpriation ||28.38 ||27.61 |
|General Reserve No I ||- ||- |
|Debenture Redemption Reserve A/c ||- ||- |
|Dividends ||- ||- |
|Interin Dividend ||- ||- |
|Final (Proposed) ||- ||- |
|Tax on Dividend ||- ||- |
|Balance Carried Forward ||28.38 ||27.61 |
During the year the Company has earned profit of Rs 28.38 lacs from the operation ofthe company as against Rs. 27.61 lacs from previous financial year.
The Company got listed on The Bombay Stock Exchange under Direct Listing norms as on 28thOctober 2017.
Your Directors regret their inability to recommend any dividend for the year underreview.
As per Section 149(4) of Companies Act 2013 every listed company shall have half ofthe total number of directors as independent directors. They shall hold office for a termupto five consecutive years on the Board of the Company as per section 149(10).
During the year Mrs. Jyoti K Shah (DIN: 00020912) reitre by rotation but beingeligible herself for reappointment and Ms. Madhura Dabke has resigned from post of CompanySecretary.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000 the Directorsconfirm: -
i. that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed.
ii. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and of the profit of the Company for that year under review.
iii. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
iv. that the directors have prepared the accounts for the financial year ending 31stMarch 2017 on a
'going concern' basis.
v. Directors had devised proper systems to ensure compliance with provisions of allapplicable laws and that such system were adequate and operating effectively.
FIXED DEPOSIT: -
Fixed Deposits from the public and the shareholders stood at Rs. Nil at the end of theyear.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has done fourteen board meetings during thisfinancial year which is in compliance to the provisions of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:-
Particulars under the Companies (Disclosure of particulars in the report of the Boardof Directors) Rules 1988 on the Conservation of Energy. Technologies absorption is notapplicable to your Company. The Company is not having Foreign Exchange Earnings.
M/s. Mehta Chokshi & Shah Chartered Accountants retire at the ensuing annualgeneral meeting. The said auditors have completed its tenure as prescribed under theprovisions of section 139(2) of the Companies Act 2013. In view of the same the Board ofDirectors at its meeting held on 30th August 2017 proposed appointment of M/s.AgrawalJain & Gupta Chartered Accountants Mumbai (Registration No.: 013538C) as statutoryauditor of the Company to hold office from the conclusion of 31st AGM of the Company tillthe conclusion of 32nd AGM.
The Mangement granted loan to Group Companies u/s. 297 and 372A and the same wasapproved by Audit Committee and will consistently follow the practise in future.
Information as per section 217(2A) of the Companies Act 1956 read with Companies(Particulars of Employees) Rules 1975 is not given as there was no employee earningmonthly salary as specified in aforesaid Section or more during the year.
CORPORATE GOVERNANCE: -
The Company has complied with the requirements regarding Corporate Governance asrequired under Clause 49 of the Listing Agreement entered into with the Stock Exchangeswhere the Company's shares are listed. A report on the Corporate Governance in this regardis made a part of this Annual Report and a Certificate from the Auditors of the Companyregarding compliance of the conditions of the Corporate Governance is attached to thisreport.
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.The Code prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
SECRETARIAL AUDIT & OBERVATIONS
During the year under review M/s VKM & Associates Practicing Company Secretarywho was appointed as the Secretarial Auditor of the Company has issued the audit report inrespect of the secretarial audit of the Company for the financial year ended March 312017.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure II andforms an integral part of this Report.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels. The company regards its employees as great asset.
For the particulars of employees as required to be disclosed in the Directors Report inaccordance with the Provisions of Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 theDirectors state that the company does not have any employee who
(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than 6000000/- rupees per annum;
(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than 500000/-rupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit function outsourced toM/s. Uday Pasad
& Associates Chartered Accountants as of current is well defined in the engagementletter of the Internal Auditor duly approved by the Audit Committee. To maintain itsobjectivity and independence the Internal Auditor reports to the Audit Committee.
The Internal Auditor evaluates the adequacy of the internal control system in theCompany on the basis of Statement of Operations Procedure instruction manuals accountingpolicy and procedures.
PERFORMANCE EVALUATION OF BOARD COMMITTEES & INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board it's Committees the Chairman andthe individual Directors was carried out for the year 2016-17 led by the Nomination &Remuneration Committee.
As part of the evaluation process the performance of non-independent Directors theChairman and the Board was done by the independent Directors. The performance evaluationof the respective Committees and that of independent and non-independent Directors wasdone by the Board excluding the Director being evaluated. The Directors expressedsatisfaction with the evaluation process.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a whistleblower policy to support the Code of conduct of theCompany. This policy documents the Company's commitment to maintain an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation ofCompany's Code of conduct at a significantly senior level without fear of intimidation orretaliation.
DISCLOUSRE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under theCompany formulated an internal Policy on Sexual Harassment at Workplace (PreventionProhibition and Redressal) during the year under review. An internal Complaint committeehas been set up to redress complaints received regarding sexual harassment. All womanemployees (permanent contractual temporary trainees) are covered under this policy.
During the year under review there were no complaints received by the Company relatedto sexual harassment.
INTERNAL FINANCIAL REPORT :
The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.
CASH FLOW STATEMENT
In conformity with the provision of Clause 32 of the Listing Agreement the cash flowstatement for the year ended 31st March 2017 is annexed hereto.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
No significant and material orders have been passed by any regulators or courts ortribunals against the Company impacting the going concern status and Company's operationsin future.
Our Directors express their sincere appreciation of the co-operation received fromshareholders bankers and other business constituents during the year under review. OurDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the performance of theCompany during the year.
|For and on behalf of the Board of Directors || |
|Of Supra Pacific Management Consultancy Ltd. || |
|Sd/- ||Sd/- |
|Kishor A. Shah ||Jyoti K. Shah |
|Managing Director ||Director & CFO |
|Place: Mumbai || |
|Date: 30th August 2017 || |