Mar 31, 2018
Dear Member
Our Directors take pleasure in presenting the 7thAnnual Report on the business and operations of your Company together with the Audited Accounts for the financial year ended on 31st March 2018.
FINANCIAL RESULT
(Rs. in Lakh)
Particular |
2017-2018 |
2016-2017 |
Net sales |
7070.28 |
7094.63 |
Other operating income |
-- |
-- |
Total operating income |
7070.38 |
7094.63 |
Other income ( non operating ) |
143.59 |
583.01 |
Total income |
7213.87 |
7677.64 |
Total expenditure |
6837.50 |
6945.94 |
Profit/(loss) before, finance cost and exceptional item |
376.37 |
731.70 |
Finance cost |
74.32 |
156.80 |
Profit/(loss) before, exceptional items & tax |
302.05 |
574.90 |
Add/(less) exceptional items |
-- |
-- |
Profit/(loss) before tax expenses |
302.05 |
574.90 |
Add/(less): tax expenses |
5.78 |
103.58 |
Net profit |
296.27 |
471.32 |
OPERATIONS
The total operating income of the company for the year under review is Rs. 7070.28 Lacs compared to the previous year''s operating income of Rs 7094.63 Lacs. The company has incurred profit before tax of Rs. 302.05 Lacs compared to previous year''s profit of Rs. 574.90 Lacs. The profit after tax of the Company is Rs. 296.27 Lacs compared to previous year''s profit after tax of Rs. 471.32 lacs. In previous year, the company had received a dividend income of Rs. 268.20 Lacs from investments.
DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has proposed to carry Rs. 296.27 Lacs (being the profit for the current year) to reserves and surplus.
DEPOSITS
The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.
SHARE CAPITAL
1) Authorised Capital
There is no change in the authorized share capital during the year.
2) Paid Up Share Capital
The Paid up share capital of the Company has remained unchanged to Rs. 5,74,35,000/- (Rupees Five Crore Seventy Four Lacs Thirty Five Thousand Only).
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year there is no change in business carried on by the Company.
SUBSIDIARY COMPANIES
As on 31st March, 2018 the Company does not have any Subsidiary Company, Joint Venture Company and Associates Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Mr. Vijaykumar Mangutam Khemani (DIN: 02227389) shall retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from the Independent Directors of the Company under section149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section149 (6) of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
Mr. Chinmay Methiwala has resigned from the post of Company Secretary w.e.f 19th July''2018 and the same was notifed to the Bombay exchange.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company was met 5 times during the year 2017-2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
The details of the meetings of the Board held during the financial year are as follow:
Sr. No. |
Date of the Board Meeting |
1 |
15/05/2017 |
2 |
15/07/2017 |
3 |
06/09/2017 |
4 |
13/11/2017 |
5 |
18/01/2018 |
The names of members of the Board and their attendance at the Board Meetings are as under:
Sr. No. |
Name of Director |
No. of Meetings attended |
1 |
Mr. Vijaykumar Mangturam Khemani |
4 |
2 |
Mr. Amit Vijaykumar Khemani |
5 |
3 |
Mrs. Anupa Amit Khemani |
3 |
4 |
Mr. Dhiraj Ashok Khandelwal |
3 |
5 |
Mr. Amit Mahavirprasad Jain |
1 |
6 |
Mr. Balkishan Ramsnehi Agarwal |
1 |
7 |
Mr. Mukesh Devidutt Kabra |
1 |
EXTRA ORDINARY GENERAL MEETING
During the year under review, The Company Does not held any extra ordinary general meeting of members.
COMMITTEES OF BOARD
Currently, the Board has four committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and CSR Commitee. All committees constitute proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.
1. Audit Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Mukesh D. Kabra |
Non executive Independent Director |
Chairman |
3 |
Mr. Balkishan R. Agarwal |
Non executive Independent Director |
Member |
2 |
Mr. Amit Khemani |
Director |
Member |
2. Nomination and Remuneration Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Amit Jain |
Non executive Independent Director |
Chairman |
2 |
Mr. Balkishan R. Agarwal |
Non executive Independent Director |
Member |
3 |
Mr. Anupa Khemani |
Non executive Director |
Member |
3. Stakeholders Relationship Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Mukesh D. Kabra |
Non executive Independent Director |
Chairman |
2 |
Mr. Amit Jain |
Non executive Independent Director |
Member |
3 |
Mr. Vijaykumar Khemani |
Managing Director |
Member |
4. Corporate Social Responsibility Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Mukesh D. Kabra |
Non executive Independent Director |
Chairman |
2 |
Mr. Vijaykumar Khemani |
Managing Director |
Member |
3 |
Mr. Amit Khemani |
Director |
Member |
PARTICUALRS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act, read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as "Annexure A". Further, no employee of the Company was employed during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the information under Rule 5(2) is not applicable.
EXTRACT OF ANNUAL RETURN
The extract of the annual return in form MGT-9 as "Annexure A" as required under section 134(3) (a) of the Companies Act 2013 is annexed with this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties covered under sub-section (1) of section 188 of the Companies Act, 213 which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Details of transactions at arms length is as per AOC-2 which is attached as "Annexure-B". The details of the related party transactions as required under Accounting Standard-18 are set out in note to the financial statements forming part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees given and investments made by the Company during F.Y. 2017-18, pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the note to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
In terms of the Regulation 34(e) of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as "Annexure C".
NOMINATION AND REMUNERATION POLICY
There is no changes in the Nomination and Remuneration policy which has been adopted by Board of Directors.
VIGIL MECHANISM
The Company has formulated Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation.
RISK MANAGEMENT POLICY
The assessment of the risks covers Strategy, Technology, Financial, Operations & Systems, Legal & Regulatory and Human Resources Risks. There is appropriate assurance and monitoring mechanism in place to monitor the effectiveness of the risk management. Further company is in the process of developing risk management framework to implement and adhere to the policy to mitigate risk, avoid risk or take risk that cannot be mitigate or avoid for the benefit of the company''s business and growth.
CORPORATE SOCIAL RESPONSIBILITY
The company has approved the CSR policy and the Company has contributed Rs. 13,81,000/- (Rupees Thirteen Lakhs Eighty One Thousand only) which is more than the statutory requirement under the law. The main thrust of the company has been to contribute towards education, medical and social welfare. The CSR Committee is duly constituted and have contributed as per the provisions of section 135 of the Companies Act, 2013.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to its employees during the year under review. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
There is an adequate internal control procedure commensurate with the size of the company and nature of the business for the purchase of inventory, fixed assets and for the sale of goods or services.
CORPORATE GOVERNANCE
Your company is being SME Company and listed on SEM exchange of BSE Limited. Therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall not apply.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors 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 /loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
1. Conservation of Energy:
a) The Company is not in manufacturing sector, therefore company has not adopted proper criteria for conservation of energy although company is committed to optimum utilization and maximum possible savings of energy.
b) No specific investment has been made in reduction in energy consumption.
2. Technology Absorption
The Company has no activity relating to technology absorption.
3. Foreign Exchange Earnings/ Outgo:
Company is not in the activity of import and export of goods, therefore it does not have any foreign earning and outgo as on 31st March, 2018.
BOARD EVALUATION
During the year under review Board of directors met five time and their performance were satisfactory.
SECRETARIAL AUDIT REPORT
The Board had appointed Mrs. Richa Goyal, Practicing Company Secretaries, Surat as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor Form MR-3 is annexed to the Report as per "Annexure D"
STATUTORY AUDITORS & AUDITOR''S REMARKS
M/s C. P. Jaria & Co., Chartered Accountants (Firm registration No.104058W), Surat were appointed as Statutory Auditors of the Company for the financial year ending 31st March 2018 to hold office of the Auditors of the Company till the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment. The auditor''s report on the accounts for the period ended on 31st March 2018 is self-explanatory, therefore it does not require any further explanation/clarification.
The Auditors Report for the year under review does not contain any reservations, qualifications or adverse remarks.
ACKNOWLEDGMENT
Yours Directors place on record their sincere appreciation for the assistance and support received to the Company from the Shareholders, Banks, Consultants, Auditors and Clients of the Company. Yours directors express their appreciation for dedicated and sincere services rendered by the employees of the Company.
For and on behalf of the Board
Khemani Distributors & Marketing Limited
Sd/- Sd/-
Amit Khemani Vijay Khemani
Whole Time Director Managing Director
DIN:02227413 DIN:02227389
Date: 06/09/2018
Place: Surat
Mar 31, 2016
DIRECTORâS REPORT
Dear Member
The Directors take pleasure in presenting the 5th Annual Report on the business and operations of your company together with the Audited Accounts for the financial year ended on 31st March 2016.
FINANCIAL RESULT
(Rs. in Lakh)
particular |
2015-2016 |
2014-2015 |
Net Sales |
7480.46 |
6667.51 |
Other Operating Income |
0.00 |
0.00 |
Total Operating Income |
7480.46 |
6667.51 |
Other Income (non Operating) |
64.57 |
214.56 |
Total Income |
7545.03 |
6882.07 |
Total Expenditure |
7328.91 |
5951.28 |
Profit / (Loss) before, Finance Cost and Exceptional Item |
216.12 |
930.79 |
Finance Cost |
220.33 |
187.73 |
Profit /(Loss) before Exceptional Items & Tax |
(4.21) |
743.06 |
Add/ (Less): Exceptional Items |
0 |
0 |
Profit/(Loss) before Tax Expenses |
(4.21) |
743.06 |
Add/ (Less): Tax Expenses |
11.22 |
(8.73) |
Net Profit |
7.01 |
734.33 |
OPERATIONS
The total operating income of the company for the year under review is Rs. 7480.46 Lakh compare to previous year''s operating income of Rs 6667.51 Lakh. The company incurred loss before tax of Rs. 4.21 Lakh compared to previous year''s profit of Rs. 743.06 and profit after tax of the Company is Rs. 7.01 Lakh compare to previous year''s profit after tax of Rs. 734.33. In previous year company had received dividend income of Rs. 715.15 Lakh from investments.
DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has proposed to carry RS. 7.01 Lakh being the profit for the current year to reserves and surplus.
DEPOSITS
The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.
INITIAL PUBLIC OFFERING
During the year under review your company entered into the capital markets with a maiden public issue of 1584000 equity shares of Rs. 10/- each at a premium of Rs. 90/- per share aggregating to Rs1584.00 lacs. The issue received good response. The equity shares have been listed and traded on the SME Platform of BSE Ltd. Subsequent to the IPO the issued, subscribed and paid up capital of your company stands at Rs. 574.35 lacs divided into 57,43,500 equity shares of Rs. 10/- each.
SHARE CAPITAL 1) Authorized Capital
- There is change in the authorized share capital during the year.
- The Company has increased authorized share capital by ordinary resolution passed by members of the company in extra ordinary general meeting held on 10/12/2015 by 6.15.00.000 divided into 6,15,00,000 equity shares of Rs. 1 each.
- Company has authorized share capital of Rs. 6,15,00,000/- divided into 62,00,000 equity shares of Rs. 10 each on year ended 31st March 2016.
2) Consolidation of Share Capital
- Company has consolidated its nominal value of share capital from Rs. 1 per share into Rs. 10 per share and accordingly the number of shares decreased from 6,20,00,000 to
62.00.000 equity shares.
3) Paid Up Share Capital
- Paid up share capital has been changed during the year 2015-2016
- Company had issued bonus share to the existing share holders of 4,13,00,000 (Four Crore Thirteen Lacs Only) equity shares of Rs.1 (Rupees One) each as fully paid up in proportion of 140 (One hundred and forty) equity shares for every 1 (One) fully paid up equity shares held by the shareholders and approved by the members of the company by ordinary resolution passed in the extra ordinary general meeting held on 10/12/2015.
- Company has raised capital through Initial public Offer (IPO) of Rs. 15,84,00,000/-(Fifteen crore Eighty Four Lacs Only) by issuing 15,84,000 (Fifty Lacs Eighty Four Thousand) equity shares of face value of Rs. 10 (Rupees Ten Only) each for cash at a price of Rs. 100 (Rupees Hundred Only) per equity share and got listed on BSE SME Exchange on 30th March 2016.
- The Paid up share capital of the Company is Rs. 5,74,35,000/- (Rupees Five Crore Seventy Four Lacs Thirty Five Thousand Only) divided into 57,43,500 (Fifty Seven Lacs Forty Three Thousand Five Hundred Only) equity shares of Rs. 10/- each as on 31st March, 2016.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year there is no change in business carried on by the Company.
SUBSIDIARY COMPANIES
As on 31st March, 2016 the Company does not have any Subsidiary Company, Joint Venture Company and Associates Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Vijaykumar Mangturam Khemani (DIN: 02227389) shall retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company and he was also appointed as managing director of the company w.e.f 2nd January, 2016 for a period of 3 years.
Mrs. Anupa Amitkumar Khemani (DIN 07360209) was appointed as an additional non executive director of the company on 10th December, 2015 and was regularized in extra ordinary general meeting held on 10th December, 2016.
Mr. Amit Vijaykumar Khemani was appointed as Whole Time Director of the Company w.e.f 2nd January, 2016 for period of 3 years.
Mr. Dhiraj Ashok Khandelwal and Mr. Amit Mahavir Prasad Jain was appointed as Independent non executive director of the company w.e.f 02/01/2016 for a period of 5 years.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from each Independent Director of the Company under section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149 (6) of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
As per section 203 of Companies Act, 2013 and rules made there under Company has appointed Mr. Amit Vijaykumar Khemani as CFO and whole time director of the Company w.e.f 2nd January, 2016 and Ms. Shilpa Naresh Mittal was appointed as Company Secretary and Compliance Officer of the Company w.e.f 2nd January, 2016.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company was met 21 times during the year 2015-2016. The details of the number of meetings of the Board held during the financial year are as follow:
Board Meetings held during the year 2015-16
Sr. No. |
Date of the Board Meeting |
1 |
06/04/2015 |
2 |
08/04/2015 |
3 |
02/05/2015 |
4 |
15/06/2015 |
5 |
17/06/2015 |
6 |
03/09/2015 |
7 |
01/10/2015 |
8 |
03/10/2015 |
9 |
24/10/2015 |
10 |
07/12/2015 |
11 |
08/12/2015 |
12 |
10/12/2015 |
13 |
10/12/2015 |
14 |
02/01/2016 |
15 |
05/01/2016 |
16 |
11/01/2016 |
17 |
18/01/2016 |
18 |
11/02/2016 |
19 |
09/03/2016 |
20 |
23/03/2016 |
21 |
28/03/2016 |
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
The names of members of the Board and their attendance at the Board Meetings are as under:
Sr. No. |
Name of Director |
Meeting attended out of 21 meeting |
1 |
Mr. Vijaykumar Mangturam Khemani |
21 |
2 |
Mr. Amit Vijaykumar Khemani |
21 |
3 |
Mrs. Anupa Amitkumar Khemani1 |
9 |
4 |
Mr. Dhiraj Ashok Khandelwal2 |
7 |
5 |
Mr. Amit Mahavirprasad Jain2 |
7 |
1. Appointed w.e.f. 10 December, 2015. 2. Appointed w.e.f. 2n January, 2016.
EXTRA ORDINARY GENERAL MEETING
During the year under review extra ordinary general meeting of members of the Company was held 3 times.
SR.No. |
Date of Meeting |
Total Members Present |
1 |
10th December, 2016 |
6 |
2 |
4th January, 2016 |
6 |
3 |
16th January, 2016 |
6 |
COMMITTEES OF BOARD
Currently, the Board has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee All committees constitute proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.
1. Audit Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Dhiraj Khandelwal |
Non executive Independent Director |
Chairman |
2 |
Mr. Amit Jain |
Non executive Independent Director |
Member |
3 |
Mr. Amit Khemani |
Director |
Member |
2. Nomination and Remuneration Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Amit Jain |
Non executive Independent Director |
Chairman |
2 |
Mr. Dhiraj khandelwal |
Non executive Independent Director |
Member |
3 |
Mr. Anupa Khemani |
Non executive Director |
Member |
3. Stakeholders Relationship Committee
Sr. No. |
Name of Director |
Designation |
Category |
1 |
Mr. Dhiraj khandelwal |
Non executive Independent Director |
Chairman |
2 |
Mr. Amit Jain |
Non executive Independent Director |
Member |
3 |
Mr. Vijaykumar Khemani |
Managing Director |
Member |
PARTICUALRS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act, read with Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are annexed to this report as "Annexure A" further no employee of the Company was employed during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the information under Rule 5(2) is not applicable.
EXTRACT OF ANNUAL RETURN
The extract of the annual return in form MGT-9 as "Annexure-B" as required under section 134(3) (a) of the Companies Act 2013 is annexed with this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arm''s length basis. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties covered under sub-section (1) of section 188 of the Companies Act, 213 which could be considered material in accordance with the policy of the Company on materiality of related party transactions therefore form AOC-2 as "Annexure-C" annexed with this report is NIL . The details of the related party transactions as required under Accounting Standard-18 are set out in note to the financial statements forming part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees given and investments made by the Company during F.Y. 2016, pursuant to the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are given in the note to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
In terms of the Regulation 34(e) of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis is set out in the Annual Report as "Annexure D".
NOMINATION AND REMUNERATION POLICY
Company has converted from private limited to public limited in the month of January 2016. Company got listed on the date of 30th March, 2016 hence Section 178(3) of Companies Act, 2013 was not applicable to the Company in the year 2015-2016.
VIGIL MECHANISM
The Company has formulated Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation.
RISK MANAGEMENT POLICY
The assessment of the risks covers Strategy, Technology, Financial, Operations & Systems, Legal & Regulatory and Human Resources Risks. There is appropriate assurance and monitoring mechanism in place to monitor the effectiveness of the risk management. Further company is in the process of developing risk management framework to implement and adhere to the policy to mitigate risk, avoid risk or take risk that cannot be mitigate or avoid for the benefit of the company''s business and growth.
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act, 2013 is not applicable to the Company as Company is not covered under the prescribed criteria.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to its employees during the year under review.
Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
There is an adequate internal control procedure commensurate with the size of the company and nature of the business for the purchase of inventory, fixed assets and for the sale of goods or services.
CORPORATE GOVERNANCE
Your company is being SME Company and listed on SEM exchange of BSE Limited therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall not apply.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors 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 2016 and of the profit /loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
1. Conservation of Energy:
a) The Company is not in manufacturing sector therefore company has not adopted proper criteria for conservation of energy although company is committed to optimum utilization and maximum possible savings of energy.
b) No specific investment has been made in reduction in energy consumption.
2. Technology Absorption
The Company has no activity relating to technology absorption.
3. Foreign Exchange Earnings/ Outgo:
Company is not in the activity of import and export of goods therefore it has not any foreign earning and outgo as on 31st March, 2016.
BOARD EVALUATION
During the year under review Company has converted from private limited to public limited in the month of January and appointed independent and non executive director in the month of January.
Company get its share listed on BSE SME platform on 30* March, 2016 the last date of financial year hence it is not justifiable to evaluate performance of the director for two month performance. Therefore board evaluation will be initiated for the year 2016-17 of the performance of the directors of the company.
SECRETARIAL AUDIT REPORT
The Board had appointed Mrs. Richa Goyal, Practicing Company Secretaries, Surat as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor Form MR-3 is annexed to the Report as per "Annexure E"
STATUTORY AUDITORS & AUDITOR''S REMARKS
M/s C. P. Jaria & Co., Chartered Accountants (Firm registration No.104058W), Surat were appointed as Statutory Auditors of the Company for the financial year ending 31st March 2016 to hold office of the Auditors of the Company till the conclusion of the ensuing Annual General Meeting. They being eligible offer themselves for re-appointment.
The auditor''s report on the accounts for the period ended on 31st March 2015 is self-explanatory; therefore it does not require any further explanation/clarification.
The Auditors Report for the year under review does not contain any reservations, qualifications or adverse remarks.
ACKNOWLEDGMENT
Yours Directors place on record their sincere appreciation for the assistance and support received to the Company from the Shareholders, Banks, Consultants, Auditors and Clients of the Company. Yours directors express their appreciation for dedicated and sincere services rendered by the employees of the Company.
For and on behalf of the Board
Khemani Distributors & Marketing Limited
Sd/- Sd/-
Amit Khemani Vijay Khemani
Whole Time Director Managing Director
Date: 22/08/2016 DIN: 02227413 DIN: 02227389
Place: Surat