| Disclosure in board of directors report explanatory BOARD REPORT
To
The Members,
HILLTONE SOFTWARE AND GASES LIMITED
Your Directors have pleasure in submitting their Twenty-Third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
The Company’s financial performance for the year under review along with previous years figures are given hereunder:
(Rs. In Lacs) PARTICULARS | 2015- 2016 | 2014- 2015 | Total Income including other income | 2,88,06,183
| 2,62,49,068
| Profit before financial cost, depreciation and taxation | 13,24,579 | 1,378,090 | Less: Financial Cost | 3,73,286 | 308,637 | Less : Depreciation | 4,20,521 | 583,026 | Less: Provision of taxation | - | - | Current Tax (Net) | - | - | Deferred Tax | - | - | Profit after depreciation & taxation | 5,30,772 | 4,86,427 | Add : Opening Balance in P & L A/c | (18,410,695) | (18,897,122) | Transfer to general reserve | - | - | Surplus carried Forward | (1,78,79,923)
| (18,410,695) |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company was able to achieve Sales including other income of Rs. 2,88.06 Lacs as compared to Rs.262.49Lacs for the Previous Year.
The Net Profit after making the provision for Depreciation and Taxation stood at Rs. 5.30Lacs as against Rs. 4.86 Lacs for the previous year.
The above results cannot be considered quite satisfactory. The company could not do Software business as envisaged last year. The company has received Drug License & it has started producing surgical oxygen which gives better value addition. Your Directors hope better results with expectation of good market apprehensions.
During the year company has incurred total Capital Expenditure of Rs. 9,22,000/-
SHARE CAPITAL
The paid up Equity Share capital of the Company is Rs.40003000/-. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.
DIVIDEND
In view of carried forward loss the Directors do not recommended any dividend for the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
Finance :
Cash and Cash equivalent as at March 31,2016 was Rs. 1073838. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.
FIXED DEPOSIT
The company has not invited, accepted or renewed any fixed deposit from the public during the year. No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1)(c)(xiii) of the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss.
Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.
The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.
All the independent Directors of your company have given their declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI(listing Obligations and Disclosure Requirements) Regulations,2015.
The Directors are not liable to retire by rotation.
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015,the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board’s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non independent Directors was carried out by the independent Directors.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The Details of this policy is explained in the Corporate Governance Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
Six Board Meetings were held during the 12 months accounting period ended 31-3-2016. The dates of such Board Meeting are
1) 25th May, 2015 2) 14th August, 2015 3) 1st septemebr,2015
4) 15th November, 2015 5) 12th February, 2016 6) 29th March,2016
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:—
in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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;
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;
the directors had prepared the annual accounts on a going concern basis; and
The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
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 AND AUDITOR’S REPORT:
Your Company’s Auditors, M/s BPA & COMPANY, Chartered Accountants, Ahmedabad will retire at the conclusion of the forthcoming Annual General Meeting and they have consented to be re-appointed for the financial year 2015-16. The Company has received a letter from M/s BPA & COMPANY, stating that their appointment as auditors, if made, would be within the limits specified under Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and as provided in section 141 of Companies Act 2013.
EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS
There were no qualifications, reservations or adverse remarks made by the Auditors and the practicing company secretary in their report.
SECRETARIAL AUDIT
As a measure of good corporate practice, the board of the director of the Company appointed M/s. NAHIDAKHTAR VHORA & CO, Practicing Company Secretary to conduct Secretarial Audit. The Secretarial Audit Report for the financial year end 31.03.2016 is provided in the Annual Report- Annexure B
The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Corporate Governance Report together with the certificate received from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) Regulations,2015, form an internal part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Clause 49 of the Listing Agreements with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 Made there under, The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure MGT-9 and is attached to this Report. - Annexure A
PARTICULARS OF EMPLOYEES:
The particulars of employees required to be furnished pursuant to section197(12) of the Companies Act,2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, are not applicable to the Company. However, there was no employee in receipt of remuneration under this section.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms’ length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms’ length basis or material in nature.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, foreign exchange earnings and outgoings flow were given in Annexure C to this report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company has not developed a “Policy on Whistle Blower and Vigil Mechanism” to deal with instance fraud and mismanagement, if any.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ‘ D ‘ to this Report.
As there was no manufacturing activity during the year, the information on conversion of energy and technology absorption is not applicable to your company.
PREVENTION OF INSIDER TRADING:
Your company has adopted the “Code of Conduct on Prohibition of insider trading“and“Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.
PREVENTION OF SEUAL HARASSMENT OF WOMAN AT WORKPLACE:
The company has in place the “ Policy on Prevention of Sexual Harassment at the workplace” in line the requirements of The sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.
COST AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2015-16.
RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board’s view, there are no material risks.
Significant and Material Orders:
There were no significant and material orders passed by any Regulators or courts or Tribunals during the year ended 31st March,2016 impacting the going concern status and company’s operations in future.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and revised clause 49 of the Listing Agreements with Stock Exchange.
HUMAN RESOURCE
The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.
STOCK EXCHANGES
The Company’s equity shares have been listed with the Stock Exchanges at Ahmedabad (Regional) the Listing fees to the respective Stock Exchange remain unpaid. Trading has been suspended by Stock Exchanges.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
On behalf of the Board of Directors
Date: 01/09/2016 Niket M Shah
Place: Ahmedabad (Managing Director)
(DIN:00278968)
Annexure A
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31.03.2016
[Pursuanttosection92(3)oftheCompaniesAct,2013andrule12(1)ofthe
Companies (ManagementandAdministration)Rules,2014]
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