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ड्यूरोफ्लेक्स इंजीनियरिंग निदेशकों की रिपोर्ट, ड्यूरोफ्लेक्स इंजीनियरिंग निर्देशकों द्वारा रिपोर्ट

ड्यूरोफ्लेक्स इंजीनियरिंग

बीएसई: 512229  |  NSE: N.A  |  ISIN: INE379J01029  |  Engineering

खोजें ड्यूरोफ्लेक्स इंजीनियरिंग कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

To

The Members of Veritas (India) Limited,

The Directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

The Company has adopted IND AS for the year ended 31st March, 2018 and has restated the accounts of financial year ended 31st March, 2017 in IND AS format as tabled below: -

Particulars

Standalone

Consolidated

2017-2018

2016-2017

2017-2018

2016-2017

Revenue from operations (including other income)

5,29,86,54,265

5,40,76,77,164

16,80,36,16,810

16,50,74,41,317

Profit before tax

9,58,34,725

8,30,14,307

71,76,48,002

70,25,20,768

Less: Provision for Taxation

Current Tax

2,24,64,207

1,96,03,433

2,24,64,207

1,96,03,422

Deferred Tax

1,19,56,884

(65,84,932)

1,19,37,830

(66,15,696)

Current Tax Expenses related to prior Years

(55,462)

2,21,682

(55,462)

1,77,468

Profit after Tax for the current year

6,14,69,095

6,97,74,123

68,33,01,426

68,93,55,574

Add: Balance in Profit & Loss Account brought forward

147,82,99,794

140,31,88,147

1172,26,14,776

1110,45,33,880

Add: Credit for Tax on Dividend

0

2,74,400

0

2,74,400

Add: Transfer to Capital Work-in-progress

0

66,70,000

0

6,06,850

Add: Transfer from Capital Reserves

0

0

0

66,70,000

Profit available for Appropriation

0

0

0

0

Less:

- Proposed Dividend

(13,40,500)

(13,40,500)

(13,40,500)

(13,40,500)

- Dividend Distribution Tax

-

(2,74,400)

(2,74,400)

Balance transferred to Balance Sheet

153,84,82,852

147,82,99,794

1244,44,83,759

1172,26,14,776

FINANCIAL PERFORMANCE HIGHLIGHTS:

The standalone and Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared for the first time, in accordance with the Indian Accounting Standards (Ind AS) as required under the Companies Act, 2013.

Following are the figures and comparison of the operations of the Company for the financial year ended 31st March, 2018:

Standalone revenue from operations decreased to Rs. 524,88,95,415/- as compared to previous year’s revenue of Rs. 534,01,76,419/-.

Consolidated revenue from operations increased to Rs. 1679,31,50,944/-as compared to previous year’ s revenue of Rs. 1648,47,92,051/-.

Standalone Profit after Tax decreased to Rs. 6,14,69,095/- as compared to previous year’s profit after tax of Rs. 6,97,74,123/-.

Consolidated Profit after Tax is Rs. 68,33,01,426/ as compared to previous year’s profit after tax of Rs. 68,93,55,574/MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

During the year under review, there were no material changes and/or commitments affecting the financial position of the company between the end of the financial year and the date of this report.

DIVIDEND

Your Directors are pleased to recommend a dividend of 5 (Five) paise per Equity Share of the face value of Re. 1/- (Rupees One only) each for the financial year ended 31st March, 2018 payable to the shareholders whose names appear in the Register of Members as on the Book Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The total cash outgo on account of dividend payment for the financial year ended 31st March, 2018 will be Rs. 13,40,500/- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only).

TRANSFER TO RESERVES

Your Company propose not to transfer any fund out of its total profit for the financial year 20172018 to the General Reserves of the Company.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended 31st March, 2018 are prepared in accordance with the Companies Act, 2013 and provisions of Indian Accounting Standards (Ind AS) as applicable along with all relevant documents and the Statutory Auditors’ Report forms part of this Annual Report. ''

The detailed Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link: http://www.veritasindia.net/annual_reports.asp

SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

Your company has ten subsidiay’s including overseas subsidiaries, step-down subsidiaries and Limited Liability Partnership (LLP).

As on 31st March 2018, Your Company owned following wholly owned subsidiaries / Step down subsidiaries companies and LLPs within India and abroad:

1. Veritas Infra & Logistics Private Limited, incorporated in India

2. Veritas Agro Ventures Private Limited, incorporated in India

3. Veritas Polychem Private Limited, incorporated in India

4. Veritas International FZE, incorporated in Dubai, UAE

5. Hazel International FZE, incorporated in Sharjah, UAE

6. Veritas Global PTE Limited, incorporated in Singapore

7. GV Investment Finance Company Limited, incorporated in Mauritius

8. Veritas America Trading INC, incorporated in USA

9. Veritas Infra LLP, incorporated in India

10. Veritas Agricom LLP, incorporated in India

During the financial year ended 31st March, 2018, the Board of Directors reviewed the affairs of Company’s subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act, 2013 and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant of India, Consolidated Financial Statement presented by the Company includes the financial statements of its subsidiaries. Veritas Agro Ventures Private Limited is a material subsidiary of the company. Company is in process of closing two of its subsidiaries, Veritas America Trading INC, incorporated in USA and GV Investment Finance Company Limited, incorporated in Mauritius.

Further, in accordance with Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial position of all the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements is provided in the prescribed Form AOC-1 as ‘Annexure I’ which forms part of this report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separately audited/unaudited accounts of each of its subsidiaries on its website at www.veritasindia.net and the same shall be available for inspection by the Members at the registered office of the Company during the business hours on all working days between 10.30 A.M. to 5.30 P.M. except Saturdays and Sundays up to the date of ensuing AGM. Members interested of obtaining a copy of the said financial statements shall write to the Investor Relations Department at the Registered Office of the company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company’s website which can be accessed using the link http://www.veritasindia.net/pdf/VIL-Material Subsidiary Policy-New.pdf

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiency in the design or operation of internal financial controls was observed. Nevertheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Indian Accounting Standards (IND AS) - IFRS Convergence

Your Company has adopted Indian Accounting Standards (“Ind AS”) for the accounting periods beginning on 1st April, 2017 pursuant to Ministry of Corporate Affairs Notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company’s performance is discussed in Management Discussion and Analysis Report, which forms part of this Annual Report. (Annexure V)

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the financial year ended 31st March, 2018, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations. All related party transactions are in the ordinary course of business and are on arm’s length basis. All related party transactions are placed on a quarterly basis before the Audit Committee and were reviewed and approved by the Audit Committee. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality of Related Party Transaction and on dealing with related party transactions duly approved by the Board and is uploaded on the website of the Company.

Website: http://www.veritasindia.net/pdf/VlL Policv/Related-Party-Transaction-&-the-manner-of-dealing-with-Related-Partv-Transaction.pdf

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out in Note nos. 36 to the Standalone Financial Statements forming part of this report.

STATUTORY AUDITOR’S REPORT

The reports given by the M/s. M. P. Chitale & Co., Statutory Auditors on standalone and consolidated financial statements of the Company forms part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors in their reports. The notes on financial statements referred to in the Statutory Auditors’ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practising Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended 31st March, 2018 as submitted by them is annexed as Annexure II and forms part of this Report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year ended 31st March, 2018 which call for any explanation from the Board of Directors.

Reporting of Frauds by Auditors

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARNATEES GIVEN AND SECURITY PROVIDED

Particulars of investments made, loans given, guarantees given or security provided and the purpose for which the loan or guarantee or security given as proposed to be utilised pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) are provided in the Note No. 4 and 5 to the financial statements.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any public deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with regards to the particulars of Directors, KMPs and employees who are in receipt of remuneration in excess of the limits as prescribed under the provisions of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended till date as may be applicable are available and the Statement containing the details of employee remuneration as required under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the registered office of the Company during business hours from 21 days before the Annual General Meeting and any Member willing to obtain copy of the said statement can write to the Investor Relations Department at the Registered office address of the company (Annexure VI).

In terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the information on particulars of employees’.

BOARD AND COMMITTEES DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant rules made there under and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an independent director during the year.

Mr. Saurabh Sanghvi has resigned from the position of Whole-Time Directorship w.e.f 12th June, 2018 but will continue as the Non-Executive, Non-Independent Director of the Company. Board has appointed after the recommendation of Nomination and Remuneration Committee Mr. Praveen Bhatnagar as Whole-Time Director of the Company w.e.f 12th June, 2018.

In accordance with the Section 152, other applicable provisions of the Companies Act, 2013 and in terms of Memorandum and Article of Association of the Company, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Mr. Saurabh Sanghvi, Non-executive Director (DIN: 02000411) retires by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Saurabh Sanghvi Whole-time Director**

(b) Mr. Praveen Bhatnagar Whole-time Director**

(c) Mr. Rajaram Shanbhag Chief Financial Officer

(d) Mr. Prasad A Oak Vice President Legal & Company Secretary

**Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12th June, 2018 and Mr. Praveen Bhatnagar was appointed as a Whole-Time Director of the Company with effect from 12th June, 2018.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out a formal Annual evaluation of its own performance, of its Committees, the Chairman as well as performance of the Directors individually. The evaluation was done by the way of a structured questionnaires covering various aspects of the Board functioning, amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, considering the views of the Executive Director. The Directors expressed their satisfaction with the evaluation process.

SEBI vide its guidance note dated 5th January, 2017 has suggested process/practice that may be adopted by the Companies for performance evaluation. The Company is evaluating the required changes, if any, in the performance evaluation process as per the SEBI guidance note.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

Your Company has in place a structured induction and familiarization program for all its Directors including the Independent Directors. Your Company through such programs familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. In order to enable the Directors to fulfill the governance role, comprehensive presentations are made on the various businesses, business models, risk minimization procedures and new initiatives of the Company. Changes in domestic/overseas corporate and industry scenario including their effect on the Company, statutory and legal matters are also presented to the Directors on a periodic basis. They are also informed of the important policies of your Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading. The details regarding the familiarization program imparted by the Company can be accessed on the website of your Company on the Web-Link: http://www.veritasindia.net/investor_downloads.asp

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The template of the letter of appointment is available on the website of your Company at Web-Link: http://www.veritasindia.net/investor_downloads.asp

POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

As part of good governance and also in accordance of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for Board Diversity, Appointment, Remuneration, Training and Evaluation of Directors and Employees. The Policy inter alia includes criteria for determining qualifications, positive attributes, independence notice of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013. The details of such Nomination and Remuneration Policy on the appointment of Directors and remuneration is annexed as Annexure III and forms part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3¥Q OF THE COMPANIES ACT. 2013

Pursuant to provisions under Section 134(5) of the Companies Act, 2013, with respect to Director’s Responsibility Statement, the Directors confirm:

That in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

That they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;

That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

That Directors had prepared the annual accounts on a ‘going concern’ basis;

That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31st March, 2018, five meetings of the Board of Directors were held. Meetings were held on 25/05/2017, 11/08/2017, 12/09/2017, 14/12/2017 and 12/02/2018 respectively. The details of attendance of Board of Directors and its Committees in respective meetings are mentioned in the Corporate Governance Report under the heading “Board of Directors” forming part of this Annual Report.

Board Committees Audit Committee

The Committee comprises of the following Directors:

1. Mrs. Alpa Parekh, Independent Director

2. Mr. Saurabh Sanghvi, Non-Executive Director*

3. Mr. Praveen Bhatnagar, Whole-Time Director*

4. Mrs. Kamala Aithal, Independent Director**

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company and became NonExecutive Director with effect from 12th June, 2018 and Mr. Praveen Bhatnagar was appointed as a Whole-Time Director of the Company with effect from 12th June, 2018.

**Mrs. Kamala Aithal was appointed as the Member of the Audit Committee of the company w.e.f. 11th August, 2017.

Mr. Shafi Sayeed Parkar, Independent Director resigned from Audit Committee w.e.f. 12th June, 2018.

Members of the Committee possess accounting and financial management knowledge. Two third of the members of the Committee are independent Directors.

The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

1. Mrs. Alpa Parekh, Independent Director

2. Mr. Nitin Kumar Didwania. Non-executive Director

3. Justice (Retd.) S. S. Parkar, Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

1. Mr. Nitin Kumar Didwania, Non-executive Director

2. Mr. Saurabh Sanghvi, Non-executive Director*

3. Mrs. Alpa Parekh, Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12th June, 2018 and continued as a Non-Executive Director of the Company.

Corporate Social Responsibility (CSR) Committee

CSR Committee comprises of the following Directors:

1. Mr. Nitin Kumar Didwania, Non-executive Director

2. Mr. Saurabh Sanghvi, Non-executive Director*

3. Mrs. Alpa Parekh, Independent Director

The Company Secretary of the Company is the Secretary of the Committee.

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12th June, 2018 and continued as a Non-Executive Director of the Company.

GOVERNANCE CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the Listing Regulations read with Schedule V to the said Regulations, a separate Report on Corporate Governance along with a required Certificate from Practising Company Secretaries regarding the compliance of the conditions of Corporate Governance as stipulated forms part of this Annual Report.

RISK MANAGEMENT POLICY

Your Company has a well-defined framework for risk management in place to identify, measure and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. However, during the year under review there are no such risks which in the opinion of the Board may threaten the existence of your organization.

VIGIL MECHANSIM

The Vigil Mechanism as envisaged pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Rules prescribed there under and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company’s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

Under this policy, your Company encourages its employees to report any fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company’s code of conduct to the management (on an anonymous basis, if employees wish so). Likewise, under this policy, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the investigation. Also, no personnel have been denied access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company’s website and can be accessed at the Web-link: http://www.veritasindia.net/investor downloads.asp

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee named as Corporate Social Responsibility (CSR) Committee.

The CSR Committee comprises of

- Mr. Nitin Kumar Didwania, Non-Executive Director

- Mr. Saurabh Sanghvi, Non-Executive Director*

- Mrs. Alpa Parekh, Independent Director

Company Secretary is the Secretary of the Committee.

*Mr. Saurabh Sanghvi resigned as a Whole-Time Director of the company with effect from 12th June, 2018 and continued as a Non-Executive Director of the Company.

The Committee has been entrusted with the responsibility for recommending to the Board about the implementing of the CSR activities. Also, the Committee inter alia monitors the CSR activities.

The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Company’s website at the Web-link: http://www.veritasindia.net/investor downloads.asp

The gross amount to be spent by the Company during the year is Rs. 16,19,305/-.

The total amount spent on CSR activities during the year is Rs. 5,95,215/- The amount was spent for providing education.

The amount unspent on CSR during the year, is Rs. 10,24,090/PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up as per the statutory requirements, to redress complaints regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to Sexual Harassment at the work place. All women employees are covered under this policy.

The company has not received any complaint during the year.

SHARE CAPITAL

The issued, subscribed and paid up Equity Share Capital of the Company as at 31st March, 2018 stood at Rs. 26,810,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 26,810,000 fully paid equity shares of Re.l each fully paid-up.

During the year under review, the Company has not issued equity shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2018 none of the Directors of the Company holds instruments convertible into equity shares of the Company.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return as on 31st March, 2018 in the prescribed format Form MGT-9 is attached as Annexure IV and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 providing for the details of Conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable since the Company is into trading and distribution business.

However, your Directors have taken proper care to conserve the energy during the year under review.

The Company has taken various initiatives for development of export markets for sale of various products in the International market to increase its foreign exchange earnings.

GENERAL DISCLOSURES

The Chairman of the Company did not receive any remuneration or commission from any of the subsidiaries of your Company. The Whole-Time Director of the Company did not receive any commission from any of its subsidiaries.

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

- The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

- No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status or Company’s operations in future.

- Company has not issued Shares (Including Sweat Equity Shares and Employee Stock Options) to employees of the Company under any Scheme.

- The Company has not bought back any shares during the year.

ACKNOWLEDGEMENTS:

Your Directors are highly grateful for all the guidance and support received from the Government of India, State Government of Maharashtra, State Government of Gujarat, Other State Governments wherein the Company has its operations, Gujarat Maritime Board, Mumbai Maritime Board, Various Financial Institutions and Banks. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees of the Company at all levels, to ensure that the Company continues to grow and excel.

For and on Behalf of the Board of Directors

Sd/-

PLACE: Mumbai Nitin Kumar Didwania

DATE: 10th August, 2018 CHAIRMAN

DIN:00210289

स्रोत: रेलीगरे टेचनोवा

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Super Combo

Powerful mix of both trader and investor packs with timely expert advice.

Technical

Designed especially for traders looking to tap the profit opportunities of volatile markets.

Fundamental

For all investors looking to unearth stocks that are poised to move.