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Safal Herbs

BSE: 532034|ISIN: INE880M01020|SECTOR: Personal Care
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Directors Report Year End : Mar '16    Mar 15

To,

The Members of

M/s. Safal Herbs Limited

The Directors have pleasure in presenting that Bo Report of your Company together with the Audited Statement of Accounts and; auditors’ Report of your company for the financial year ended, 3fet March, 2013.

FINANCIAL HIGHLIGHTS _(Rs. In Lacs)

Particulars

2015-2016

2014-2015

Gross Income

143.77

143.87

Profit Before Interest and Depreciation

1.61

4.02

Finance Charges

0.00

0.00

Gross Profit

1.61

4.02

Provision for Depreciation

0.00

0.00

Net Profit Before Tax

1.61

4.02

Provision for Tax

0.50

1.24

Net Profit After Tax

1.11

2.78

DIVIDEND

However with the view to conserve the resource accompany the directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed carry the current profit to its reserves.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 20)3 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting financial position of the Company occurred between the ends of the financial year to which these balance statements relate on the date of this report

The Extract of Annual Return as required under section 92(3) of the Companies Act, 20B and rule EQ of the Companies (Management and Administration Rules, 204, in Form MGT-9 is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 205-16, the Company held Eight board meetings of the Board of Directors as per Section 73 of Companies Act, 20B which is summarized below. The provisions of Companies Act, 2013 and listing agreement were hard to while considering theme gap between two meetings.

S No.

Date of Meeting

Board Strength

No. of Directors Present

1

29.05.205

4

4

2

30.(5.205

5

5

3

B .C8.205

3

3

4

04.09.205

3

3

5

09.11205

3

3

6

312.205

3

3

7

3.02.2015

3

3

8

3103.206

3

3

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section B4(5) of the Companies Act, 20B the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, packable accounting standards had been followed along with proper explanation relate to material departures;

(b) The directors had selected such accounting policing applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 flair the maintenance of adequate accounting records ir accordance with the provisions of this Act for going 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; and

(e) The directors, in the case of a listed company, head dawn internal financial controls to be followed by the company and that such internal financial are adequate and we operating effectively.

(f) The directors had devised proper systems to incompliance with the provisions of all applicable laws and that such systems were quite and operating effectively.

The Auditors, M/s. Niranjan Jain & Company, Alfred Accountants, retire at the ensuing Annual General Meeting and, being eligible afford themselves for reappointment.

Their continuance of appointment and payment of carnation are to be cairned and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in Auditors’ Report which require any clarification/ explanation. The Notes on financial statements self explanatory, and needs no further explanation.

Further the Auditors ’ Report for the financial year; 31st March, 2016 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has given Loans and advances. However the company has not given Guarantee and no Investments made under section B6 of the Company Act, 20B for the financial year ended 3kt March 206.

RELATED PARTY TRANSACTIONS

All related party transactions that were emitted during the financial year were on an arm’s length basis and were in the ordinary course beefiness. There are no materially significant related party transacts made by the Company with Porters’, Directors, Key Managerial Personnel or other designated persons which mayhap potential conflict with the interest of the

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provision® emotion B4(3) (m) of the Companies Act, 20B in respect of conservation of energy and technology; oration have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings! outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

During the current financial year the following charge give occurred in the constitution of directors of the company:

S.No

Name

Designation

Date of appointment

Date of cessation

Mode of Cessation

1

Ms

Sonia Saini

Director

30.05.2015

-

-

2

Mr.

Shamubhai D. Dhobi

Director

21.02.2013

30.05.2015

Resignation u/s. 168

3

Mr.

Navin Parmar

Director

21.02.2013

30.05.2015

Resignation u/s. 168

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria 2015 of Companies Act, 20)B read with the Companies (Corporate Social Reusability Policy) Rules, 20)4 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The company is not paying remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies 20Bt;the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared acting into consideration inputs received from the Directors, covering various aspects of the Boards fining such as adequacy of the composition of the Board and its Committees, Board culture, execution! performance of specific duties, obligations and governance.

CORPORATE GOVERNANCE

Report on Corporate Governance along with the Gaetti of the Auditors, M/s. Niranjan Jain & Company, confirming compliance of conditions of forage Governance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.

The Board of Directors of the Company hereby comfit that all the Independent directors duly appointed by the Company have given the declaration and t hymen the criteria of independence as provided under section 49(5) of the Companies Act, 203.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 78() of the Companies Ac^® the Company’s Nomination and Remuneration Committee comprises of three Doctors. The table sets out the composition of the Committee:

Name of the Director

Position held in the Committee

Category of the Director

Mr. N arender Kumar

Chair man

Non Executive Independent Director

Ms. Sonia Saini*

Member

Non Executive Independent Director

Mr. Mukesh Gupta

Member

Executive Director

# Mr. Shamubhai Dabhi Resigns from the directorship of the company w.e.f. 30.05.205 , so he also ceased to be a member of this committee

*Ms. Sonia Saini Appointed as a director of the company w.e.f. 30.05.205 Terms of Reference

The Terms of Reference of the Nominated Remuneration Committee are as under:

. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid was recommend to the Boat their appointment and removal and shall carry out evaluation of every Directors performance.

2 To formulate the criteria for determining question positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee s he formulating the policy ensure that:

a. the level and composition of maceration is reasonable and sulfide no attract, retain and motivate Directors of the quality require during the Company successfully;

b. relationship of remuneration to performance pole and meets appropriable performance benchmarks; and

c. remuneration to Directors, Key Manage Perls lonnel and senior management involves a balance between fixed and incentive pay reflecting short long-term performance objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise $user(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental the objectives of the committee as per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors'' commended by the Nomination and Remuneration Committee and approved by Board in Board meeting subject to the subsequent approval of the shareholders at the General Meeting and such as may be required. The remuneration is decided after considering various factors such qualification, experience, performance, responsibilities shouldered, industry standards as well financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 77 of the Companies Act, 20® the company Audit Committee comprised of three directors. The board has paled the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name of the Director

Position held in the Committee

Category of the Director

Mr. Nar ender Kumar

Chairman

Non Executive Independent Director

Ms. Sonia Saini*

Member

Non Executive Independent Director

Mr. Mukesh Gupta

Member

Executive Director

# Mr. Shamubhai Dabhi Resigns from the directorship of the company w.e.f. 30.05.205 , so he also ceased to be a member of this committee

*Ms. Sonia Saini Appointed as a director of the company w.e.f. 30.05.205 SECRETARIAL AUDIT REPORT

There are no qualifications or adverse remarks in Estuarial Audit Report which require any clarification/ explanation.

Further the Secretarial Audit director voided by M/s. Umang Lalpurwala , Practicing Company Secretary for the financial year ended, 3kt March, 20K annexed herewith for your kind perusal and information.

COST AUDIT

Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 77(9) and (D) of the Companies Act, 203, and as per the Clause 49 of the Listing Agreement, the company has Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct ask to the chairperson of the Audit Committee Germany has formulated the present policy for establishing the Whistle Blower Policy to safeguard the interest of its stakeholders, Directors employees, to freely communicate and address to the Company their genuine concerns in relation to ate gal or unethical practice being carried out in the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSED ACT, 2013:

The Company has in place an Anti Sexual Harassr Pedicy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prone Prohibition Prohibition & Redressal) Redressal) Act, 203. Internal Complaints Committee (ICC) has set up to redress complaints received regarding sexual harassment. All employees (Permanent, trainees) are covered under this policy.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appoint to the continued co-operation received from the Banks, Government Authorities, Customers, Vendand Shareholders during the year under review. Your Directors also wish to place on record the dense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For & on behalf of the Board of Directors

Date: 05.09.2015

Place: Ahmedabad Sd/- Sd/-

(MUKESH GUPTA) (NARENDRA KUMAR)

DIN : 02689972 DIN : 07005298

Source : Dion Global Solutions Limited
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