Your Directors are pleased to present the 24th Annual Report of your Companytogether with the Audited Financial Statements and Auditors' Report for the year ended 31stMarch 2017.
1. FINANCIAL PERFORMANCE:-
The financial performance of the Company is summarized as below:
| || ||(Amount in Rs.) |
|Particulars ||For the year ended 31-03-2017 ||For the year ended 31-03-2016 |
|Revenue From Operations ||772318490 ||852254885 |
|Other Income ||10107 ||101 |
|Total Income ||772328597 ||852254986 |
|Profit/(Loss) before tax &Exceptional/Extraordinary Items ||1892886 ||3720755 |
|Less: || || |
|Exceptional/Extraordinary items ||0 ||519600 |
|Profit/(Loss) Before Tax ||1892886 ||3201155 |
|Less: Tax Expenses || || |
|- Current Tax ||684546 ||935320 |
|- Deferred Tax ||(78682) ||10008 |
|Net Profit/(Loss) After Tax ||1287022 ||2255827 |
2. REVIEW OF OPERATIONS:-
The Total Income of your Company for the year 2016-17 was decreased to Rs. 7723.29 Lakhas against Total Income of Rs. 8522.55 Lakh of the previous year. Accordingly theCompany's Net Profit After Tax has been decreased to Rs. 12.87 Lakh for the year 2016-17as against the Net Profit After Tax of Rs. 22.56 Lakh of the previous year.
3. TRANSFER TO RESERVES:-
During the year the Board has not proposed to transfer any amount to Reserves.
During the Year Your Directors have not recommended any dividend on Equity Shares ofthe Company.
During the Year your Company has neither accepted nor renewed any Deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
6. BOARD OF DIRECTORS:-
Mr. Dhirajbhai Koradiya (DIN: 03371017) Mr. Shwet Koradiya (DIN: 03489858) Mr.Rameshkumar Mehta (DIN: 03362341) Mr. Mukesh Patel (DIN: 07195302) and Ms. Surbhai Mudgal(DIN: 07289164) were the Directors on the Board at the beginning of financial year.However the following changes occurred till the date of this 24th AnnualGeneral Meeting in the constitution of Board of Directors of the Company.
Ms. Surbhi Mudgal was appointed as a Regular Director in the capacity ofIndependent Director of the Company in the 23rd Annual General Meeting.
Mr. Dhirajbhai Koradiya Managing Director of the Company liable to retire byrotation has been reappointed in 23rd Annual General Meeting of the Companyheld on 19th September 2016.
Mr. Rameshkumar Mehta and Mr. Mukesh Patel Independent Directors of the Companyhad resigned from the post of Directorship of the Company w.e.f. 10th July2017 and the same has been accepted by Board of Directors in Board Meeting held on 10thJuly 2017.
On recommendation of the Nomination and Remuneration Committee Mr. JayeshkumarPandav and Mr. Hitesh Patel has been appointed as an Additional Director of the Company inthe capacity of Independent Director w.e.f. 11th July 2017 in the BoardMeeting held on 10th July 2017 who hold office upto the date of ensuing AGM asan Additional Director. The Company has received a notice from Shareholders in terms ofSection 160 of the Act signifying their intention to propose the appointment of Mr.Jayeshkumar Pandav and Mr. Hitesh Patel as Independent Directors w.e.f. 11th July2017.
As per the provisions of the Companies act 2013 Mr. Shwet Koradiya Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible seeks reappointment.
7. DECLARATION OF INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME THEREON:
The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relies ontheir declaration of independence.
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations theCompany has formulated a programme for familiarising the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The details of the aforementioned programme is available on the Company'swebsite at www.sbcl.co.in.
8. KEY MANAGERIAL PERSONNEL:-
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203of the Companies Act 2013 are as follows:
|(i) Mr. Dhirajbhai Koradiya ||- Managing Director |
|(ii) Mr. Shwet Koradiya@ ||- CFO |
|(iii) Mr. Nikunj Maniya & ||- CFO |
|(iv) Ms. Priyanka Vadnere ||- Company Secretary |
@ Mr. Shwet Koradiya has resigned from the post of CFO w.e.f. 31st May2016.
& Mr. Nikunj Maniya has been appointed as CFO w.e.f. 1st June 2016.
9. DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm that-
(i) in the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed and no material departureshave been made for the same;
(ii) appropriate accounting policies had been selected and applied them consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial year31st March 2017 and of the profit of the Company for that period;
(iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts had been prepared on a "going concern" basis;
(v) the proper internal financial controls are laid down and are adequate and operatingeffectively;
(vi) the proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and operating effectively.
10. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:-
During the year under review no loan or guarantee was given to any person or BodyCorporate directly or indirectly by the Company and investments made by the Company arewithin the limits under Section 186 of the Companies Act 2013. The details of Investmentsare available in notes of Financial Statements.
11. BOARD MEETINGS:-
During the year under review 4 (Four) Board Meetings were held and the intervening gapbetween the Meetings did not exceed the period prescribed under the Act the details ofwhich are given in the Corporate Governance Report forming part of Annual Report. TheNotice alongwith Agenda and Agenda items of each Board Meetings were given to eachDirector of the Company.
12. AUDIT COMMITTEE:-
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report. During the year all the recommendations of the AuditCommittee were accepted by the Board.
13. BOARD EVALUATION:-
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire board excluding the Independent Director being evaluated.
14. PREVENTION OF INSIDER TRADING:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading incompliance with the SEBI (Prohibition & Insider Trading)Regulation 2015 with a viewto regulate the 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 shares of the Company by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window' is closed. The Board isresponsible for implementation of the code. All Directors and the designated Employeeshave confirmed compliance with the code.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:-
The particulars required to be included in terms of Section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given below:-
A. Conservation of Energy:
The Company is not engaged in any type of production. Hence there is no extra stepstaken for energy saving. However Regular steps have been taken to improve energyconsumption by using LED lights in office premises. Company is using inverter as alternatesources of energy. During the year the Company has not made any capital investment onenergy conservation equipment.
B. Technology Absorption:
The project of your Company has no technology absorption. Hence no particulars areoffered.
C. Foreign Exchange Earning and Outgo:
The foreign Exchange earnings and expenditure of the Company is NIL.
16. EXTRACT OF ANNUAL RETURN:-
As provided under Section 92(3) of the Companies Act 2013 the extract of the AnnualReturn in form MGT-9 is attached to this report as "Annexure-1".
17. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. The Internal Audit Department monitors and evaluates theefficacy and adequacy of Internal Control Systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of Internal Audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions suggested are presented to the Audit Committee of theBoard.
RISK MANAGEMENT POLICY:-
The composition of the Risk Management Committee is not applicable to your Company.However the Company has adopted a Risk Management policy in accordance with theprovisions of the Act and Regulation 17(9) of SEBI (Listing Obligations and DisclosureRequirements). The Objective of this policy is to minimize the adverse impact of variousrisks to business goals and objectives and to enhance the value of Stakeholders.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):-
The Company has adopted Vigil Mechanism/ Whistle Blower Policy in accordance with theSection 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligationsand Disclosure Requirements). The Company promotes ethical behaviour in all its businessactivities and has put in place a mechanism for reporting unethical behaviour fraudviolations or bribery. The Company has Vigil Mechanism (Whistle Blower) Policy underwhich the employees are free to report violations of applicable Laws and Regulations andthe Code of Conduct the same can be accessed through the Chairman of the Audit Committee.The reportable matters may be disclosed to the Ethics and Compliance Task Force whichoperates under the supervision of the Audit Committee. Employees may also report to theChairman of the Audit Committee. During the year under review no employee was deniedaccess to the Audit Committee. The Policy has been uploaded on the Company's websitewww.sbcl.co.in.
The Company's policy relating to Nomination and remuneration of Directors KMPs andSenior Management as stipulated in Section 178of the Companies Act 2013 has beendisclosed in the Corporate Governance Report forming part of Annual Report.
19. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES:-
As on 31st March 2017 your Company does not have any Joint VenturesSubsidiaries and Associates Company.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-
All related party transactions that were entered during the financial year were on thearm's length basis and were in the ordinary course of business. There was no materiallysignificant related party transitions entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated person. Accordingly there are notransactions that are required to be reported in form AOC-2 in terms of Section 134 of theCompanies Act 2013.
All Related Party Transactions were placed before the Audit Committee and the Board forapproval. A policy on the related party Transitions was framed approved by the Board andposted on the Company's website www.sbcl.co.in.
However you may refer to Related Party transactions as per the Accounting Standardsin the Notes forming part of financial statements.
21. PARTICULARS OF EMPLOYEES:-
Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be NIL as there are no employees who arein receipt of remuneration above the prescribed limit.
22. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHERDISCLOSURES:-
The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees' Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached to thisreport as "Annexure-2".
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:-
During the year under review no complaints were received by the Company relating tosexual harassment.
24. SECRETARIAL AUDIT REPORT:-
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and Rule No. 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 theCompany has appointed Mr. Manish R. Patel Company Secretary in Practice Surat asSecretarial Auditor to undertake the secretarial audit of the Company. The SecretarialAudit Report in form MR-3 is attached to this report as "Annexure-3".
There is an observation in the Secretarial Audit Report stating that "Pursuantto Regulation 31 of the SEBI (LODR) Regulations 2015 the Company has not maintained 100%shareholding of promoter(s) and promoter group in dematerialized form." In thisregard Management is of the view that one of the shareholder "Pure Broking PrivateLimited" has been added in the Promoter Category of the Company w.e.f. 09/01/2017.They have sent their Equity Shares for dematerialization to its DP which are underprocess. As soon as Shares of that Promoter get dematerialized the Company will complywith the requirements of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
25. MANAGEMENT DISCUSSION AND ANALYSIS:-
The Management Discussion and Analysis Report is attached to this report.
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the SEBI "Listing Regulations" ispresented in a separate section as "Annexure 4" forming part ofthe Annual Report.
26. CORPORATE GOVERNANCE:-
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section as "Annexure 5" forming part of the AnnualReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to the report on CorporateGovernance.
27. STATUTORY AUDITORS:-
M/s. Rajesh Shantilal Jain & Co. Chartered Accountants Indore the presentStatutory Auditors retire at the conclusion of the ensuing AGM.
The Board of Directors of the Company at its meeting held on 18th August2017 has recommended the appointment of M/s. A Biyani & Co. Chartered AccountantsMumbai (FRN: 140489W) as statutory auditors of the Company for a period of 5 years fromconclusion of ensuing 24th AGM till the conclusion of 29th AGM to beheld in the year 2022. M/s. A Biyani & Co. Chartered Accountants have confirmed theirwillingness and eligibility for appointment in accordance with Section 139 read withSection 141 of the Act. Members are requested to consider the appointment of M/s. A Biyani& Co. Chartered Accountants and authorise the Board of Directors to fix theirremuneration.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
28. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
29. CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the Company.
30. LISTING FEES:
The Equity Shares of the Company are listed on BSE Limited and Calcutta Stock ExchangeLimited. The Company has paid the applicable listing fees to the above Stock Exchangestill date.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:-
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status of the Company andCompany's operations in future.
32. HUMAN RESOURCES:-
The Company firmly believes that its employees are the key assets of the Company. Thegoal of the Human Resources Department is to enable the organization to achieve itsstrategic objectives while ensuring employees are engaged and motivated.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. The Company thrust is on the promotion of talent internally through job rotationand job enlargement. During the year under review there was a cordial relationship withall the employees. The Directors would like to acknowledge and appreciate the contributionof all employees towards the performance of the Company.
33. GOODS & SERVICE TAX REGISTRATION:-
Ministry of Finance Government of India has introduced Goods & Service Tax("GST") a comprehensive Indirect Tax reform w.e.f. 1st July2017. Ithas replaced multiple cascading taxes levied by the Central and State Governments.
Your Company has also been registered under the GST Act for trading of Precious MetalsStones & Jewelry and also opted GST registration number. The GSTIN allotted to theCompany is 24AACCM0144Q1ZG.
34. ACKNOWLEDGEMENTS AND APPRECIATIONS:-
Your Company has been able to perform efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth.
The Directors hereby would like to express their sincere appreciation of the efficientand loyal services rendered by each and every employee and also for the assistance andcooperation received from our bankers employees auditors and consultants during theperiod under review.
The Directors also place on record their gratitude to the Members for their continuedsupport and confidence.
| ||By order of the Board of Directors |
| ||For SYNERGY BIZCON LIMITED |
|Place: Surat ||DHIRAJBHAI KORADIYA |
|Date: 18.08.2017 ||Chairman & Managing Director |
| ||DIN: 03371017 |
|REGISTERED OFFICE || |
|404 Navneet Plaza || |
|5/2 Old Palasia || |
|Indore 452001 || |
|Madhya Pradesh. || |