FOR THE FINANCIAL YEAR 2016-2017
To the Members
Your directors have pleasure in presenting their 31st Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2017.
financial highlights :
During the year under review financial performance of your Company was as under:
| || ||(Rs in 000's) |
| ||31st March 2017 ||31st March 2016 |
|Total Income ||15463.50 ||15839.30 |
|Profit before Interest and Depreciation ||1039.08 ||561.15 |
|Less: Interest ||89.02 ||83.39 |
|Profit before Depreciation ||950.06 ||477.76 |
|Less: Depreciation ||150.57 ||177.97 |
|Profit before Extra- Ordinary item ||799.49 ||299.79 |
|Less : Extra Ordinary Item ||- ||- |
|Profit before Tax before Extra- Ordinary item ||799.49 ||299.79 |
|Less: Provision for Taxation ||245.17 ||224.31 |
|Less : Deferred Tax ||1.87 ||(54.82) |
|Profit After Tax for the year ||552.45 ||130.30 |
|Add : Balance B/F from the Previous year ||5105.20 ||4974.90 |
|Profit available for appropriation ||5657.65 ||5105.20 |
|Appropriations : || || |
|General Reserve ||- ||- |
|Dividend on Equity Shares ||- ||- |
|Tax on Proposed Dividend ||- ||- |
|Surplus Balance carried to Balance Sheet ||5657.65 ||5105.20 |
STATE OF COMPANY'S AFFAIRS :
During the year under review total Income mainly from trading activities stooddecreased to Rs.154.63 lakhs as against Rs. 158.39 lakhs in the previous year. HoweverProfits after Tax increased to Rs. 5.52 lakhs as against Rs. 1.30 lakhs.
BUSINESS/FUTURE OUTLOOK :
Steps are being taken to increase existing business activities and also considerpossibilities of starting fresh ventures.
CHANGE IN NATURE OF BUSINESS :
No change in the nature of the Business taken place during the year under review.
During the F.Y 2016-17 with the view to conserve the resources of Company theDirectors are not recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES :
The Board of the Company has proposed to carry Rs. 5.52 lakhs to its reserve.
CHANGE IN NAME AND REGISTERED OFFICE:
During the F.Y 2016-17 name of the Company was changed from Uniworth SecuritiesLimited to Indoworth Holdings Limited with effect from 21.11.2016.
The registered office of the Company was changed from 113 114 Gambhir IndustrialEstate C Wing Vishweshwar Nagar Road Off Aarey Road Goregaon (E) Mumbai - 400 063 toB-130 MIDC Butibori Industrial Area Nagpur- 441 122 with effect from 07.08.2017
CHANGES IN SHARE CAPITAL :
During the Financial Year 2016-17 there have been no changes in the share capital ofthe Company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS :
The Company has not issued any Equity Shares with differential Rights during thefinancial year.
disclosure REGARDING ISSUE OF employee STOCK OpTIONS :
The Company has not issued any Employee Stock Options during the financial year.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES :
The Company has not issued any Sweat Equity Shares during the financial year.
EXTRACT OF ANNUAL RETURN :
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report as "Annexure II".
MEETING OF BOARD :
Nine Board meetings were held during the financial year under review:
| || |
Board Meeting held during the year
|Date of Board Meeting ||Total Strength of the Board ||No. of Directors present |
|30.05.2016 ||04 ||03 |
|12.08.2016 ||04 ||03 |
|31.08.2016 ||05 ||03 |
|14.10.2016 ||05 ||02 |
|09.11.2016 ||05 ||03 |
|28.11.2016 ||05 ||02 |
|30.12.2016 ||05 ||02 |
|09.02.2017 ||05 ||03 |
|13.02.2017 ||05 ||02 |
MEETING OF AUDIT COMMITTEE:
Four meetings of Audit Committee were held during the financial year under review:
| || |
Audit Committee Meeting held during the year
|Date of Audit Committee Meeting ||Total Strength of the Audit Committee ||No. of Members present |
|30.05.2016 ||4 ||3 |
|12.08.2016 ||4 ||3 |
|09.11.2016 ||3 ||2 |
|09.02.2016 ||3 ||2 |
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186 :
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the Financial Statements.
particulars of contracts or arrangements with related parties :
Related Party transactions that were intered during the financial year on arm's lengthbasis and in the ordinary force of business. There were no Materially significant relatedparty transactions which were in conflict of the Company.
auditors report :
The observations made by Auditors in their Auditor's Report with reference to notes tofinancial statements are self explanatory and need no comments forms part of this report.MIGRATION TO INDIAN ACCOUNTING STANDARDS (IND AS):
As per the Directions issued by Ministry of Corporate Affairs the companies and theirauditors shall comply with Indian Accounting standards for the accounting periodsbeginning on or after 1st April 2017 with comparatives for the periods ending on 31stMarch 2017 for companies whose equity or debt securities are listed or in the process ofbeing listed on any stock exchange in India or outside India and having networth of lessthan Rs. 500 Crores. The Company is in the process of migrating to Indian AccountingStandards.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
No material changes affecting the financial position of the Company occurred betweenthe end of the financial year to which this financial statements relate on the date ofthis report.
energy conservation technology absorption foreign exchange earning and ouTGo :
In accordance with the provisions of Section 134(3)(m) of Companies Act 2013 and theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 therequired information relating to the "Conservation of Energy TechnologyAbsorption" do not apply to the Company.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES :
The details regarding Company's subsidiaries are provided in Form AOC 1 annexed heretoas "Annexure- III" and forms part of this report.
RISK MANAGEMENT POLICY :
In terms of Section 134 (3) (n) of the Act the Board of Director has adopted acomprehensive risk management policy which include identification of element of risk itsmitigation and other related factor. The Board periodically reviews the same. In view ofParagraph 4.1 of SEBI Circular CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 no RiskManagement Committee has been constituted since it is not covered by the requirements ofthe above-mentioned Paragraph.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. Kamal Sharma (DIN: 02946513) who retires by rotation and being eligible offershimself for reappointment.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL :
No significant & material orders passed by the regulators or courts or tribunal.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS :
The Company has adequate internal control procedures commensurate with the size scaleand complexity of its operations which are well supplemented by surveillance of InternalAuditors.
Your Company has not accepted any deposit within the meaning of deposits covered underChapter V of the Companies Act 2013.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /REMUNERATION FROM IT HOLDING OR SUBSIDIARY :
No receipt of any commission by MD / WTD from a Company has been made.
declaration by independent DIRECTOR :
Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act.
statutory auditors :
The Company's auditors M/s. R. K. Chandak & Co. (Firm Registration Number 319248E)have already completed more than ten years as Statutory Auditors of the Company.
In accordance with provisions of Section 139 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 regarding mandatory rotation of auditorrequirement it is proposed to appoint M/s. Goenka Shaw & Co. (Firm RegistrationNumber 319075E) as Statutory Auditors for a period of 5 continuous years i.e. from theconclusion of 31st Annual General Meeting till the conclusion of 36th Annual GeneralMeeting of the Company to be held in the financial year 2022-23.
M/s. Goenka Shaw & Co. have informed the Company that their appointment if madewould be within the limits prescribed under Section 141 of the Companies Act 2013.
M/s. Goenka Shaw & Co. have also furnished a declaration confirming theirindependence as well as their arm's length relationship with the Company and declared thatthey have not taken up any prohibited non-audit assignments for the Company.
APPOINTMENT OF INTERNAL AUDITOR :
The Company has appointed M/S. P. K. Bothra & Co. Chartered Accountants as anInternal Auditor of the Company for the financial year 2017-18. M/S. P. K. Bothra &Co. placed the internal audit report to the Company which is self explanatory and need nocomments.
SECRETARIAL AUDITOR :
In terms of Section 204 of the Companies Act 2013 the Board of Directors at theirmeeting held on 29th May 2017 have appointed M/s K K Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2017-18. Report of the Secretarial Auditor for thefinancial year ended 31.03.2017 is given as "Annexure I" which forms part ofthis report.
BOARDS VIEW :
The observations of the Auditor's report have been dealt with in the Notes on FinancialStatements for the year ended 31st March 2017 and being self explanatory do not callfor any further clarifications.
CORPORATE SOCIAL RESPONSIBILITIES :
The provisions of Section 135 of the Act in connection with Corporate SocialResponsibility are not applicable to the Company since the Company falls below thethreshold limits.
BOARD EVALUATION :
Pursuant to the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board of Directors has carried outan annual evaluation of its own performance Board committees and individual directorspursuant to the provisions of the Act. The performance of the Board was evaluated by theBoard after seeking inputs from all the directors on the basis of the criteria such as theBoard composition and structure effectiveness of board processes information andfunctioning 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 ("NRC") reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the Individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and elected Chairman of the each meetingwas evaluated 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.
The Nomination and Remuneration Committee as specified u/s 178 of the CompaniesAct 2013 was formed with a view to reviewing and making recommendations on annualsalaries performance commissions perquisite and other employment conditions ofExecutives and Officials. The Committee's also takes into consideration remunerationpractices followed by leading Companies as well as information provided by reputedconsultants while determining the overall remuneration package.
During the year under review the Nomination and Remuneration Committee met on09.02.2017.
The following are the members of the Committee at present:
|Name ||Designation * ||Executive/Non-Executive/Independent |
|Mr. Kamal Sharma ||Member ||Non- Executive |
|Mr. Rajendra Pandey ||Member ||Non- Executive & Independent |
|Mr. Mohana Surendra Pingale ||Member ||Non- Executive & Independent |
* Members present at the meeting elect one of themselves as Chairman of the Meeting.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theStock Exchanges in India is presented in a separate section which forms part of theAnnual Report.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:
No significant & material orders passed by the regulators or courts or tribunal.
Disclosure ON establishment OF A Vigil mechanism :
In pursuant to the provision of Section 177(9) & (10) of the Companies Act 2013the Company has formulated a whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. Thewhistle Blower Policy is available on the website of the Company i.e.www.uniworthsecurities.com
HEALTH SAFETY AND ENVIRONMENT PROTECTION :
The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.
POLICY ON PREVENTION OF SEXUAL HARASSMENT :
The Company is committed to provide a safe and conducive work environment to itsemployee and has formulated "Policy for Prevention of Sexual Harassment".
During the financial year ended 31st March 2017 the Company has not received anycomplaints pertaining to Sexual Harassment.
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
particulars OF employees :
During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
corporate governance report:
Corporate Governance Report is not applicable to the Company as the paidup capital ofthe Company is less than Rs. 10 Crores and Net Worth was less than Rs. 25 Crores as on thelast day of the previous financial year i.e. 31st March 2017.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Directors acknowledge with gratitude the co-operation and assistance received fromall concerned and particularly the Shareholders of the Company for continuing to bear withthe adversities of the Company.
| ||On Behalf of the Board |
|Place : Kolkata ||N S Ramanathan ||Kamal Sharma |
|Date : 28th August 2017 ||Executive Director ||Director |
| ||DIN:03326478 ||DIN: 02946513 |