DIRECTOR'S REPORT
The Members,
ATHARV ENTERPRISES LTD
KOLHAPUR
The Directors have pleasure in presenting the 26th Annual Report with the Audited statement of Accounts of your company for the financial year ended 31st March,2016.
FINANCIAL RESULTS
Financial Results of the company for the year under review along with the figures for previous year are as follows.
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Particulars
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March 31, 2016
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March 31, 2015
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Net Sales/Income from Operations
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45,745,235
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46,231,311,63
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Less : Total Expenditure before finance cost, depreciation
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42,495,875
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41,705,318.82
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Operating Profit
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3,249,363
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4,525,992.81 I
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Add. Other Income
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00
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24,122,69
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Profit before finance cost, depreciation and Taxes
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3,249,363
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4,550,115.50
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Less: Finance Cost ,
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00
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59,519.67
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Depreciation -
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670,036
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759,707.58
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Profit before Taxes
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2,579,327
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3,730,308.25
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Tax expense:
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{1) Income Tax for earlier years
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1,686,350
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(255,496.00J
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(2} Current Year Tax
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892,969
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1,245,000.00
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(3) Deferred tax
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00
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(243,764,00)
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Profit(Low) for the period from Continuing Operations
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1,686,358
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2,985,14B. 25
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Eps
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0.01
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0.04
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SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2016 was Rs, 170,000,000/' During the year under review, the Company has issued Bonus Shares at a ratio of 1:1 to all the existing shareholders as on the cutoff date of 19th March, 2016.
BUSINESS PERFORMANCE AND COMPANY'S AFFIARS
For the financial year under review the company has carried out its trading activity and which results into step down in Net profit. The balance sheet of company shows a net profit of Rs. 16.86 lacs as against Rs. 29.85 lakhs in the previous year.
DIVIDEND
The Board of directors does not recommend any dividend for the year ended March, 31,2016.
DIRECTORS
As per the Provisions of Companies Act, 2013t and Articles of Association of the Company Mr. Deepak Mandowara will retire by rotation in the ensuing AGM and being eligible seek reappointment. A brief resume and other details relating to the directors who are to be re_ appointed is attached along with.
The Board of directors recommends his re-appointment.
Ms. Vandana Gadiya and Mr. Pramod Gadiya were appointed as an Additional Directors w.e.f. August 26, 2016 in accordance with the provisions of Section 161 of the Companies Act, 2013. As per the provisions of Section 161(1) of the Act, they hold office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment as Directors. The Company has received a notice under Section 160 of the Act proposing their candidature for the office of Director of the Company, along with the requisite deposit Pursuant to Section 161 of the Companies Act, 2013 the above directors holds office up to the date of the ensuing Annual General Meeting. The Board of Directors recommend their reappointment as Di rectors. ;
DIRECTORS' RESPONSIBILITY [
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-
a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the director shad prepared the annual accounts on a going concern basis; and
e) 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.
AUDITORS' REPORT ^
There are no qualifications, reservations or adverse remarks made by M/s San jay Vhanbatte Co., Statutory Auditors in their report for the Financial Year ended March 31, 2016, The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
DEPOSITS
During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies {Acceptance of Deposits) Rules, 2014.
RELATED PARTY TRANSACTIONS
There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 18S(1 > along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report,
RISK MANAGEMENT
The company is exposed to Inherent uncertainties owing to the sectors in which it operates. A key factor in determining a company's capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a company's operating environment and they emerge on a regular basis. The Company’s Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.
HUMAN RESOURCES MANAGEMENT
Information Under The Sexual Harrassment Of Women At Workplace (Prevention, Prohibition And Redressal)Act, 2013
The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.
AUDITORS
i) Statutory Auditors
M/s Sanjay Vhanbatte & Co., Chartered Accountants, has been appointed as Statutory Auditor of The comply at the Annual General! Meeting hold on 19th September. 2014 for a term of Five years i e. up to 11st March 2019. AS required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the Annual General Meeting. Accordingly, requisite resolution forms part of the notice convening the AGM of the Company
ii) Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rule, 2014 the company has appointed Sunita Manish Agarwal, Company Secretary in Practice to undertake the secretarial Audit of the Company.
iii) INTERNAL AUDITORS
M/s. Anil Naik, Chartered Accountants, have been appointed as Internal Auditors of the company,
SECRETARIALAUDIT REPORT
A Secretarial Audit Report given by Ms Sunita Manish Agarwal, a Company Secretary in practice shall be annexed with the report. The Board of Directors shall provide explanations or comments on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report.
CORPORATE GOVERNANCE
At Atharv enterprises, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, the Corporate Governance Report and the Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report
MEETINGS
During the year Six Board Meetings and Four Audit Committee meetings are convened and held. The details of which are given in Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2011 and the Listing Agreement.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return of your Company as on March 31, 2016 as provided under subsection (3) of Section 92 in the Form MGT 9 is enclosed as a part of the Directors' Report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY:
The Audit Committee set up by the Board reviews periodically the internal audit reports submitted . by the internal auditors. The Management periodically interacts with the internal and statutory auditors and implement the suggestions make by them from time to time. The Company has adequate internal control systems commensurate with its size and nature of operations.
Material changes and commitment if1 any affecting the financial position of the company occurred between the end of the financial year to which this financial statements Relate and the Date of the Report
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial, statements relate on the date of this report.
VIGILMECHANISM
The Board of Directors approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the company Code of Conduct.
PARTICULARS OF EMPLOYEES
During the year under report, none of the employees employed throughout the year or part of the year were in receipt of remuneration as per section 197 of the Companies Act 2013 read with
Rule 5, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ;
LISTING FEES
At present 170,000,000 equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and the Company has paid the applicable Listing Fees to BSE for the year 2016-17.
CODE OF CONDUCT COMPLIANCE:
Pursuant to Clause-49 of the Listing Agreement, the declaration signed by the Mr. Jagdish Chandra Gadiya, Managing Director, affirming compliance with the Code of Conduct by the Directors and senior management personnel, for the financial year 2015-16 is annexed and forms part of the Directors and Corporate Governance Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details about conservation of energy, technology absorption, foreign exchange earnings and outgo as required by section 217(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below
Form
Conservation of Energy :Not Applicable.
Form B
Research and Development: Not Applicable
Technology absorption, adoption and innovation: Not Applicable.
Foreign Exchange earning & Outgo
Foreign Exchange earning : NIL
Foreign Exchange outgo: NIL
ACKNOWLEDGEMENT AND APPRECIATION
We thank our customers, vendors, dealers, investors, business associates and bankers for their
continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support. We thank the Government of India, the State Governments where we have operations and other government agencies for their support and look forward to their continued support in the future.
ON BEHALF OF THE BOARD OF DIRECTORS
PLACE : KOLHAPUR JAGDISH CHANDRA GADIYA
DATE : 01/09/2011 CHAIRMAN & MANAGING
DIRECTOR
(DIN : 03577289)
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