To,
The Members,
Netvista Venture Ltd
Your Directors have great pleasure in presenting 22nd Annual Report along
with the Audited Balance Sheet and Profit And Loss Account, for the period ended March
31, 2015.
1. FINANCIAL RESULTS:
|
|
(Amount in Rs.) |
| PARTICULARS |
For the period from |
2013-14(June ending) |
|
July 1, 2014 to March |
|
|
31, 2015 |
|
| Revenue from operations |
51,188,910 |
24,883,135 |
| Other Income |
262,000 |
560,000 |
| Less: Operational & Other |
50,564,721 |
24,315,951 |
| expenses |
|
|
| Profit/(Loss) before |
1,635,439 |
1,386,434 |
| Depreciation |
|
|
| Less: Depreciation |
749,250 |
819,250 |
| Less: Finance Cost |
257,000 |
568,000 |
| Less: Exceptional Items |
0 |
0 |
| Profit/ (Loss) Before |
629,189 |
559,184 |
| Taxation |
|
|
| Less: Provision for Tax |
135,000 |
157,077 |
| Less: Prior Year’s Income |
0 |
0 |
| Tax |
|
|
| Net Profit After Tax |
494,189 |
402,107 |
2. STATE OF COMPANY’S AFFAIRS:
During the year under review the Company has earned net revenue of Rs. 511.88 lacs as
compared to net revenue of Rs. 248.8 lacs in the previous year. Total expenses (excluding
depreciation & amortization and finance costs) incurred during the year was at Rs.
505.64/- lacs as compared to Rs. 243.14 lacs in the previous year. The profit after tax
was at Rs. 4.94 lacs as compared to Rs. 4.02 reported in the previous year.
3. TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balance
sheet.
4. DIVIDEND:
In order to conserve the resources the Directors of the Company does not recommend any
Dividend .
5. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company does not have any Holding/ Subsidiary/ Associate Company during the period
under review.
6. EXTRACT OF THE ANNUAL RETURN:
An extract of the Annual Return for the year ended June 30, 2015 as provided under
subsection (3) of Section 92 and prescribed under Rule 12 of Companies (Management &
Administration) Rules, 2014 is attached as Annexure A and forms part of this
report.
7. SHARE CAPITAL:
During the year under review, there was no change in the capital structure of the
Company.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure
B.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
The particulars of loans, guarantees and investments have been disclosed in the
financial Statement.
10. MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE:
The Company has filed an application with Bombay Stock Exchange for getting the entire
share capital of the Company listed at the BSE for creating a trading platform for its
shareholders.
11. IMPACTING ON GOING CONCERN STATUS AND COMPANY’S OPERATIONS:
There has been no significant and material orders passed by any regulators or courts or
tribunals impacting the going concern status and company’s operations in future.
12. DIRECTORS:
Mr. Vishnu B. Patel (DIN: 05322281) was appointed as an Additional Director on December
6, 2014 till the conclusion of this AGM. Mr. Vishnu Patel, being eligible has stated
that if confirmed by the shareholders he would be willing to continue as the Director of
the Company.
Mrs. Sudha Varma (DIN: 07099148) was appointed as an Additional Director on June 30,
2015. till the conclusion of this AGM. Ms. Sudha Varma, being eligible has stated that if
confirmed by the shareholders she would be willing to continue as the Director of the
Company..
Mr. Ankit Shah resigned from the Board on December 6, 2014. The Board of Directors put
on record its appreciation to Mr. Ankit Shah for serving as Director of the Company during
his tenure.
13. DIRECTORS’ RESPONSIBILITY STATEMENT:
Directors' responsibility statement as required under Section 134(3) (c) of the
Companies Act, 2013
The financial statements are prepared in accordance with the Generally Accepted
Accounting Principles (GAAP) under the historical cost convention on accrual basis except
for certain financial instruments, which are measured at fair values. GAAP comprises
mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013
(‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the
provisions of the Act (to the extent notified) and guidelines issued by the Securities and
Exchange Board of India (SEBI). There are no material departures from prescribed
accounting standards in the adoption of these standards.
The Directors confirm that:
a. In preparation of the annual accounts for the financial year ended March 31, 2015,
the applicable accounting standards have been followed;
b. The directors have 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 the year ended on that date;
c. The directors have taken proper and sufficient care towards 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 directors have 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
14. BOARD INDEPENDENCE:
Our definition of ‘Independence’ of Directors is derived from Clause 49 of
the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013.
Based on the confirmation / disclosures received from the Directors and on evaluation of
the relationships disclosed, the Non-Executive Directors are Independent in terms of
Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act,2013:-
15. RISK MANAGEMENT:
The Board of the Company is in the process of forming a risk management committee to
frame, implement and monitor the risk management plan for the Company. The committee will
be also responsible for reviewing the risk management plan and ensuring its effectiveness.
As of now, the audit committee has additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The development and
implementation of risk management policy has been covered in the management discussion and
analysis, which forms part of this report.
16. NO. OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The Board / Committee Meetings are
pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is
circulated to the Directors in advance to facilitate them to plan their schedule and to
ensure meaningful participation in the meetings. However, in case of a special and urgent
business need, the Board’s approval is taken by passing resolutions through
circulation, as permitted by law, which are confirmed in the subsequent Board meeting.
The Board met six times during the financial year, the details of which are given in
the Corporate governance report that forms part of this Annual Report. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013. The maximum interval between any two meetings did not exceed 120 days as
prescribed under the Companies Act, 2013.
17. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director 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 and Clause 49 of the Listing
Agreement.
18. BOARD EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the
Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation
needs to be made by the Board of its own performance and that of its committees and
individual directors. Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. The evaluation of all the directors and the Board
as a whole was conducted based on the criteria and framework adopted by the Board.
None of the independent directors are due for re-appointment.
19. RETIREMENTS AND RESIGNATIONS:
Mr. Ankit Shah have resigned from the directorship on December 06, 2014. .The Board
places on record their appreciation for the services rendered by him during his tenure
with the Company.
20. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board re-constituted
some of its Committees. There are currently three Committees of the Board, as follows:
Audit Committee
Stakeholders’ Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a part of
this Annual Report.
21. AUDITORS:
M/s. J H Ghumara & Co , Chartered Accountants, Mumbai (Firm Reg. No 14320) has
given their consent letter stating that their appointment, if made, would be within the
prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are
not disqualified from appointment.
The resolution for their re-appointment is put forward for your approval in the ensuing
Annual General Meeting.
22. COMMENTS ON AUDITOR’S REPORT:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s
J H Ghumara & Co , Chartered Accountants, in their Audit Report. The Statutory
Auditors have not reported any incident of fraud to the Audit Committee of the Company in
the year under review. All observations of Auditors are self explanatory and therefore do
not call for any further comments by Directors in this report.
23. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS’ REPORT:
Mr. Amit R Dadheech & Associates, Practicing Company Secretary was appointed to
conduct the secretarial audit of the Company for the financial year 2014-15, as required
under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit
report for Financial year 2014-15 forms part of the Annual Report as ANNEXURE C to
the Board's report. The observations of the Secretarial Auditors are self explanatory and
do not call for any further comments by the Directors in this report.
24. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
25. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013. The Company is in process of appointing
internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure
adequacy of the Internal controls, adherence to Company’s policies and ensure
statutory and other compliance through, periodical checks and internal audit.
26. DEPOSITS:
The Company has not accepted / renewed any deposits within the meaning of Chapter V of
The Companies Act, 2013 during the year under review.
27. CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements as set out by Securities and
Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49
of the Listing Agreement forms part of the Annual Report. The Certificate from the
statutory Auditors of the Company confirming compliance with the conditions of Corporate
Governance as stipulated under Clause 49 is also published elsewhere in this Annual
Report.
28. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
The Management’s Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is
annexed to this report.
29. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Board of Directors of is committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees have important role to play in
achieving the goal.
The Company's Vigil Mechanism Policy encourages Directors and employees to bring to the
Company's attention, instances of unethical behavior and actual or suspected incidents of
fraud or violation of the conduct that could adversely impact the Company's operations,
business performance and / or reputation. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and takes appropriate
action to ensure that the requisite standards of professional and ethical conduct are
always upheld. It is the Company's Policy to ensure that no employee is victimized or
harassed for bringing such incidents to the attention of the Company. The practice of the
Vigil Mechanism Policy is overseen by the Board of Directors and no employee has been
denied access to the Committee.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as prescribed under sub-section (m) of Section 134 of the Companies
Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is not applicable to the
Company, hence reporting under this section is not required.
31. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and
Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees are set out in the annexure to the
Directors’ Report. In terms of the provisions of Section 136(1) of the Companies Act,
2013, the Directors’ Report is being sent to the shareholders without this annexure.
Shareholders interested in obtaining a copy of the annexure may write to Board of
Directors at the Company’s registered office.
32. ACKNOWLEDGEMENTS:
Your directors express their appreciation for the sincere co-operation and assistance
of Central and State Government authorities, bankers, suppliers, customers and business
associates. Your directors also wish to place on record their deep sense of appreciation
for the committed services by your company’s employees. Your directors acknowledge
with gratitude the encouragement and support extended by our valued shareholders.
By Order of the Board of Directors
NETVISTA VENTURE LTD
Sd/-
Hiren Patel
Managing Director
(DIN: 03464360)
Place: Mumbai
Date: 9th December 2015
MGT-9
Extract of Annual Return as on the financial year ended on June 30, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1)
of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
| i) |
CIN |
L15200MH1999PLC117958 |
| ii) |
Registration Date |
22/01/1999 |
| iii) |
Name of the Company |
NETVISTA VENTURE |
|
|
LIMITED |
| iv) |
Category / Sub-Category of the Company |
Public Listed Company |
| v) |
Address of the Registered office and contact details |
26, Diamond Plaza, Poddar road, |
|
|
Malad East , Mumbai – 400 097, |
| vi) |
Whether listed company |
YES |
| vii) |
Name, Address and Contact details of Registrar and Transfer Agent, if any |
Adroit Corporate Services Pvt Ltd |
|
|
19/20 Jaferbhoy Ind. Estate, |
|
|
1st floor, |
|
|
Makwana Road, Marol, |
|
|
Andheri (E), |
|
|
Mumbai – 400 059. INDIA. |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of the
company shall be stated:-
| SN |
Name and Description of main products / services |
NIC Code of the Product/service |
% to turnover of company |
total the |
| 1 |
Media |
18200 |
36.18 |
|
| 2 |
Trading |
46909 |
52.05 |
|
| 3 |
Real Estate |
68200 |
1.17 |
|
| 4 |
Information Technology |
62099 |
10.60 |
|
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| Sl. No |
Name and CIN/GLN Address of the Company |
|
Holding/ Subsidiary / Associate |
% of share s held |
Applicable Section |
| 1 |
NA |
NA |
NA |
1 |
NA |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of total Equity)
| Category of Shareholders |
No. of Shares held at the beginning of the year [As on 30
June-2014] |
No. of Shares held at the end of the year[As on
30-June-2015] |
% |
|
Demat |
Physica |
Total |
% of Total Share s |
Demat |
Physical |
Total |
% of Total Share s |
Change during the year |
| A. Promoters |
|
|
|
|
|
|
|
|
|
| (1) Indian |
|
|
|
|
|
|
|
|
|
| a) Individual/ HUF |
4231 |
0 |
4231 |
0.03% |
4121 |
0 |
4121 |
0.03% |
0.00 |
|
|
|
|
|
|
|
|
|
% |
|
516900 |
922500 |
1439400 |
10.59 |
516900 |
922500 |
1439400 |
10.59 |
0.00 |
| b) Central Govt |
|
|
|
% |
|
|
|
% |
% |
| c) State Govt(s) |
|
|
0 |
|
0 |
|
0 |
|
|
| d) Bodies Corp. |
|
|
0 |
|
0 |
|
0 |
|
|
| e) Banks / FI |
|
|
|
|
|
|
|
|
|
| f) Any other |
|
|
|
|
|
|
|
|
|
| Total shareholding of Promoter (A) |
521131 |
922500 |
1443631 |
10.62 |
521021 |
922500 |
1443521 |
10.62 |
0.00 |
| B. Public |
|
|
|
|
|
|
|
|
|
| Shareholding |
|
|
|
|
|
|
|
|
|
| 1. Institutions |
0 |
33000 |
33000 |
0.24% |
0 |
31500 |
31500 |
0.23% |
- |
| a) Mutual |
|
|
|
|
|
|
|
|
0.01 |
| Funds |
|
|
|
|
|
|
|
|
% |
|
280321 |
1700 |
282021 |
2.08% |
280321 |
1700 |
282021 |
2.08% |
0.00 |
| b) Banks / FI |
|
|
|
|
|
|
|
|
% |
| c) Central Govt |
0 |
|
0 |
|
0 |
|
0 |
|
|
| d) State Govt(s) |
0 |
|
0 |
|
0 |
|
0 |
|
|
| e) Venture |
0 |
|
0 |
|
0 |
|
0 |
|
|
| Capital Funds |
|
|
|
|
|
|
|
|
|
| f) Insurance |
0 |
|
0 |
|
0 |
|
0 |
|
|
| Companies |
|
|
|
|
|
|
|
|
|
| g) FIIs |
|
|
|
|
0 |
|
0 |
|
|
| h) Foreign |
|
|
|
|
0 |
|
0 |
|
|
| Venture Capital |
|
|
|
|
|
|
|
|
|
| Funds |
|
|
|
|
|
|
|
|
|
| i) Others (specify) |
|
|
|
|
0 |
|
0 |
|
|
| Sub-total |
280321 |
34700 |
315021 |
2.32% |
280321 |
33200 |
313521 |
2.31% |
- |
|
|
|
|
|
|
|
|
|
0.01 |
| (B)(1):- |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
| 2. Non- |
|
|
|
|
|
|
|
|
|
| Institutions |
|
|
|
|
|
|
|
|
|
| a) Bodies Corp. |
|
|
|
|
|
|
|
|
|
|
1406996 |
54700 |
1461696 |
10.76 |
1274710 |
54700 |
1329410 |
9.78% |
- |
|
|
|
|
% |
|
|
|
|
0.97 |
| i) Indian |
|
|
|
|
|
|
|
|
% |
| ii) Overseas |
|
|
|
|
|
|
|
|
|
| b) Individuals |
|
|
|
|
|
|
|
|
|
| i) Individual shareholders holding nominal share capital upto Rs. 1 lakh |
3728217 |
771091 |
4499308 |
33.11 |
3738611 |
768991 |
4507602 |
33.17 |
0.06 |
|
|
|
|
% |
|
|
|
% |
% |
| ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh |
4371276 |
828835 |
5200111 |
38.26 |
4498438 |
828835 |
5327273 |
39.20 |
0.94 |
|
|
|
|
% |
|
|
|
% |
% |
| c) Others (specify) |
|
|
|
|
0 |
|
0 |
|
|
| Hindu Undivided Family |
0 |
|
0 |
|
0 |
|
0 |
|
|
| Non Resident |
50 |
0 |
50 |
0.00% |
0 |
|
0 |
0.00% |
0.00 |
| Indians |
|
|
|
|
|
|
|
|
% |
| Overseas |
116050 |
545500 |
661550 |
4.87% |
128473 |
545500 |
673973 |
4.96% |
0.09 |
| Corporate |
|
|
|
|
|
|
|
|
% |
| Bodies |
|
|
|
|
|
|
|
|
|
| Foreign |
8873 |
0 |
8873 |
0.07% |
0 |
|
0 |
|
|
| Nationals |
|
|
|
|
|
|
|
|
|
| Clearing |
60 |
0 |
60 |
0.00% |
0 |
|
0 |
|
|
| Members |
|
|
|
|
|
|
|
|
|
| Trusts |
0 |
0 |
0 |
|
0 |
|
0 |
|
|
| Foreign Bodies |
0 |
|
0 |
|
0 |
|
0 |
|
|
| - D R |
|
|
|
|
|
|
|
|
|
| Sub-total |
9631522 |
220012 |
1183164 |
87.06 |
9640232 |
219802 |
1183825 |
87.11 |
0.05 |
| (B)(2):- |
|
6 |
8 |
% |
|
6 |
8 |
% |
% |
| Total Public |
9911843 |
223482 |
1214666 |
89.38 |
9920553 |
223122 |
1215177 |
89.42 |
0.04 |
| Shareholding (B)=(B)(1)+ (B)(2) |
|
6 |
9 |
% |
|
6 |
9 |
% |
% |
|
1043297 |
315732 |
1359030 |
100.0 |
1044157 |
315372 |
1359530 |
100.0 |
0.04 |
| TOTAL (A)+(B) C. Shares held by Custodian for GDRs & ADRs |
4 |
6 |
0 |
% |
4 |
6 |
0 |
% |
% |
| Grand Total |
1043297 |
315732 |
1359030 |
100.0 |
1044157 |
315372 |
1359530 |
100.0 |
0.00 |
| (A+B+C) |
4 |
6 |
0 |
% |
4 |
6 |
0 |
% |
% |
i) Category-wise Share Holding
B) Shareholding of Promoter-
| SN |
Shareholder’s Name |
Shareholding at the beginning of the year |
Share holding at the end of the year |
|
|
|
No. of Shares |
% of total Shares of the company |
%of Shares Pledged / encumbere d to total shares |
No. of Shares |
% of total Shares of the company |
%of Shares Pledged / encumbere d to total shares |
% change in share holding during the year |
|
|
|
|
|
|
|
|
|
| 1. |
DILIP RAMAKANT |
|
|
|
|
|
0 |
|
|
NAIK |
4121 |
0.03 |
0 |
4121 |
0.03 |
|
0 |
| 2. |
HIREN PATEL |
922500 |
6.79 |
0 |
922500 |
6.79 |
0 |
0 |
| 3. |
HIRENKUMAR |
|
|
|
|
|
|
|
|
NATVARLAL PATEL |
516900 |
3.80 |
0 |
516900 |
3.80 |
0 |
0 |
C) Change in Promoters’ Shareholding (please specify, if there is no change)
– No change
| SN |
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the Year |
|
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
|
At the beginning of the year |
|
|
|
|
|
Date wise Increase / Decrease in Promoters Share holding during the year specifying
the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): |
NIL |
|
|
|
|
At the end of the year |
|
|
|
|
D) Shareholding Pattern of top ten Shareholders:
(other than Directors, Promoters and Holders of GDRs and ADRs):
|
|
|
Cumulative |
| SN |
For Each of the Top 10 Shareholders |
Shareholding at the beginning of the year |
Shareholding during the Year |
|
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
|
At the beginning of the year Date wise Increase / Decrease in Promoters Share holding
during the year specifying the reasons for increase / decrease (e.g. allotment / transfer
/ bonus/ sweat equity etc): At the end of the year |
|
|
|
|
E) Shareholding of Directors and Key Managerial Personnel:
| SN |
Shareholding of each Directors and each Key Managerial Personnel |
Shareholding at the beginning of the year |
Cumulative |
|
|
|
|
Shareholding during the Year |
|
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
|
At the beginning of the year |
1439300 |
10.59% |
1439300 |
10.59% |
|
Date wise Increase / Decrease in Promoters Share holding during the year specifying
the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equit y
etc): |
NIL |
|
|
|
|
At the end of the year |
1439300 |
10.59% |
1439300 |
10.59% |
F) INDEBTEDNESS -Indebtedness of the Company including interest
outstanding/accrued but not due for payment:
|
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
| Indebtedness at the beginning of the financial year |
|
|
|
|
| i) Principal Amount |
0 |
65,00,000 |
0 |
0 |
| ii) Interest due but not paid |
0 |
0 |
0 |
0 |
| iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
| Total (i+ii+iii) |
0 |
65,00,000 |
0 |
0 |
|
0 |
0 |
0 |
0 |
| Change in Indebtedness during the financial year |
|
|
|
|
| * Addition |
0 |
0 |
0 |
0 |
| * Reduction |
00 |
0 |
0 |
0 |
| Net Change |
0 |
0 |
0 |
0 |
| Indebtedness at the end of the financial year |
|
|
|
|
| i) Principal Amount |
0 |
65,00,000 |
0 |
0 |
| ii) Interest due but not paid |
0 |
0 |
0 |
0 |
| iii) Interest accrued but not due |
0 |
0 |
0 |
0 |
| Total (i+ii+iii) |
0 |
65,00,000 |
0 |
0 |
XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
| SN. |
Particulars of Remuneration |
Name of MD/WTD/ Manager |
Total |
|
|
Hiren |
Umesh |
Viral |
Amount |
|
|
Patel |
Gavand |
Shah |
|
| 1 |
Gross salary (per month) |
|
|
|
|
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
15000 |
12000 |
10000 |
37000 |
|
(b) Value of perquisites u/s 17(2) |
- |
- |
- |
- |
|
Income-tax Act, 1961 |
|
|
|
|
|
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
- |
- |
| 2 |
Stock Option |
- |
- |
- |
- |
| 3 |
Sweat Equity |
- |
- |
- |
- |
| 4 |
Commission |
- |
- |
- |
- |
|
- as % of profit |
|
|
|
|
|
- others, specify… |
|
|
|
|
| 5 |
Others, please specify |
- |
- |
- |
- |
|
Total (A) |
15000 |
12000 |
10000 |
37000 |
|
Ceiling as per the Act |
15000 |
12000 |
10000 |
37000 |
B. Remuneration to other directors:
| SN. |
Particulars of Remuneration |
|
Name of Directors |
Total |
|
|
Alpesh H Shah |
Sudha N Varma |
Vishnu Patel |
Amount |
| 1 |
Independent Directors |
|
|
|
|
|
Fee for attending board committee meetings |
2000 |
2000 |
2000 |
6000 |
|
Commission |
- |
- |
- |
- |
|
Others, please specify |
- |
- |
- |
- |
|
Total (1) |
2000 |
2000 |
2000 |
6000 |
| 2 |
Other Non-Executive Directors |
|
|
|
|
|
Fee for attending board committee meetings |
- |
- |
- |
- |
|
Commission |
- |
- |
- |
- |
|
Others, please specify |
- |
- |
- |
- |
|
Total (2) |
- |
- |
- |
- |
|
Total (B)=(1+2) |
2000 |
2000 |
2000 |
6000 |
|
Total Managerial |
|
|
|
|
|
Remuneration |
|
|
|
|
|
Overall Ceiling as per the Act |
|
|
|
|
C. Remuneration To Key Managerial Personnel Other Than Md/Manager/Wtd:
| SN |
Particulars of Remuneration |
Key Managerial Personnel |
|
|
CEO |
CS |
CFO |
Total |
| 1 |
Gross salary |
|
|
|
|
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
15000 |
10000 |
12000 |
37000 |
|
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 |
- |
- |
- |
- |
|
(c) Profits in lieu of salary under section |
- |
- |
- |
- |
|
17(3) Income-tax Act, 1961 |
|
|
|
|
| 2 |
Stock Option |
- |
- |
- |
- |
| 3 |
Sweat Equity |
- |
- |
- |
- |
| 4 |
Commission |
- |
- |
- |
- |
|
- as % of profit |
- |
- |
- |
- |
|
others, specify… |
- |
- |
- |
- |
| 5 |
Others, please specify |
- |
- |
- |
- |
|
Total |
15000 |
10000 |
12000 |
37000 |
XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Not Applicable
| Type |
Section of the Companies Act |
Brief Description |
Details of Penalty / Punishment/ Compounding fees imposed |
Authority [RD / NCLT/ COURT] |
Appeal made, if any (give Details) |
| A. COMPANY |
|
|
|
|
|
| Penalty |
- |
- |
- |
- |
- |
| Punishment |
- |
- |
- |
- |
- |
| Compounding |
- |
- |
- |
- |
- |
| B. DIRECTORS |
|
|
|
|
|
| Penalty |
- |
- |
- |
- |
- |
| Punishment |
- |
- |
- |
- |
- |
| Compounding |
- |
- |
- |
- |
- |
| C. OTHER OFFICERS IN DEFAULT |
|
|
|
|
|
| Penalty |
- |
- |
- |
- |
- |
| Punishment |
- |
- |
- |
- |
- |
| Compounding |
- |
- |
- |
- |
- |
Annexure B
FORM NO. AOC – 2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013
and Rule 8(2) of the Companies(Accounts) Rules, 2014]
Form for disclosure of particulars of contracts / arrangements entered into by the
Company with the related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arms-length transactions under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at arm’s length
basis:
| (a) Name of the Related Party & Nature of Relationship |
NA |
| (b) Nature of contracts/arrangements/transactions |
NA |
| (c) Duration of the contracts / arrangements/transactions |
NA |
| (d) Salient terms of the contracts or arrangements or transactions including the
value, if any |
NA |
| (e) Justification for entering into such contracts or arrangements or transactions |
NA |
| (f) date(s) of approval by the Board |
NA |
| (g) Amount paid as advances, if any |
NA |
| (h) Date on which the special resolution was passed in general meeting as required
under first proviso to section 188 |
NA |
2. Details of contracts or arrangements or transactions at arm’s length basis:
| (a) Name of the Related Party & Nature of Relationship |
NA |
| (b) Nature of contracts/arrangements/transactions |
NA |
| (c) Duration of the contracts / arrangements/transactions |
NA |
| (d) Salient terms of the contracts or arrangements or transactions including the
value, if any |
NA |
| (e) date(s) of approval by the Board |
NA |
| (f) Amount paid as advances, if any |
NA |
By Order of the Board of Directors
NETVISTA VENTURE LTD
Sd/-
Hiren Patel
Managing Director
(DIN: 03464360)
Place: Mumbai
Date: 9th december 2015
ANNEXURE C TO DIRECTORS REPORT
Form No. MR-3 Secretarial Audit Report [Pursuant to section 204(1) of the Companies
Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules,
2014] Secretarial Audit Report For the Financial Year Ended 30th June, 2015
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 30TH JUNE, 2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Netvista Venture Limited
26, Diamond plaza, Ground Floor, Poddar Road
Malad east,
Mumbai – 400097
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by Netvista Venture Limited
(CIN: L15200MH1999PLC117958) (hereinafter called "the company").
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of Netvista Venture Limited books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of the Secretarial Audit, we hereby report that in our opinion, the
Company has, during the audit period covering the financial year ended on 31st
March, 2015 complied with the statutory provisions listed hereunder and also that the
Company has proper Board processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by Netvista Venture Limited for the financial year ended on 31st
March, 2015 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; - (During the period under review, the Company has not
entered into any transaction requiring compliances with the Foreign Exchange Management
Act, 1999 and rules made thereunder)
5. The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’):- a) The Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011; b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009; d) The Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999; (During the period under review, the Company has not entered into any
transaction requiring compliances with the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) e)
The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; (During the period under review, the Company has not entered into
any transaction requiring compliances with the Securities and Exchange Board of India
(Issue and Listing of Debt Securities) Regulations, 2008) f) The Securities and
Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993; g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; (During the period under review, the Company has not entered into
any transaction requiring compliances with the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009) h) The Securities and Exchange
Board of India (Buyback of Securities) Regulations, 1998; (During the period under
review, the Company has not entered into any transaction requiring compliances with the
Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998)
OTHER APPLICABLE LAWS:
With respect to the compliance system prevailing in the Company and on examination of
the relevant documents and records in pursuance thereof, on test check basis, the Company
has complied with the following laws applicable to the Company
1. Employees State Insurance Act, 1948
2. Employees Provident Fund and Miscellaneous Provisions Act, 1952
3. Indian Contract Act, 1872
4. Professional Tax, 1975
5. Income Tax Act, 1961 to the extent of Tax Deducted at Source under various Section
and T.D.S. Returns filed.
6. Indirect Tax Laws relating to collections, deductions, wherever applicable, payments
made and returns filed
7. Shops and Establishment Act.
8. Maharashtra Value Added Tax, 2002
9. Trade Marks Act, 1999
10. The Micro Small & Medium Enterprises Development Act, 2006
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not
Applicable as the same was not notified during the period under review)
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange
Limited and Delhi Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
We further report that the Board of Directors of the Company is not constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views, if any,
are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
We further report that during the audit period:
1. The Company has not appointed Chief Financial Officer (CFO) during the period under
review.
2. There was no Whole Time Company Secretary appointed during the period under review.
3. The Company has appointed Managing Director during the period under review,
However necessary forms with the ROC have not been filed.
4. The Composition of Board of Directors is not constituted as per Companies Act 2013.
5. E-forms of Registrar of Companies are not filed relating to appointment and
resignation of Directors.
6. Statutory Registers are not maintained in accordance with the provision of the Act.
7. The Company has not filed application with the Stock Exchange for Change of Name.
This Report is to be read with our letter of even date which is annexed as Annexure
A and forms an integral part of this Report.
For Amit R. Dadheech & Associates
SD/-
Amit R. Dadheech
M. No.: 22889; C.P. No.: 8952
Annexure A
To,
The Members,
Netvista Venture Limited
26, Diamond plaza, Ground Floor, Poddar Road
Malad east,
Mumbai – 400097
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these secretarial records based on
our audit.
2. We have followed the audit practices and process as were appropriate to obtain
reasonable assurance about the correctness of the Secretarial records. The verification
was done on test check basis to ensure that correct facts are reflected in Secretarial
records. We believe that the process and practices, we followed provide a reasonable basis
of our opinion.
3. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the
Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management. Our examination was limited to
the verification of procedure on test check basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.
For Amit R. Dadheech & Associates
SD/-
Amit R. Dadheech
M. No.: 22889; C.P. No.: 8952
Date: September 20, 2015
Place: Mumbai
Format to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
$PAN number of any director would not be displayed on the website of Stock Exchange &Category
of directors means executive/non-executive/independent/Nominee. if a director fits into
more than one category write all categories separating them with hyphen * to be filled
only for Independent Director. Tenure would mean total period from which Independent
director is serving on Board of directors of the listed entity in continuity without any
cooling off period.
II. Composition of Committees
|
|
Category |
| Name of Committee |
Name of Committee Members |
(Chairperson/Executive/No n- Executive/independent/No minee) $ |
|
Vishnu Patel |
Chairperson |
|
Sudha Varma |
Non Executive Independent |
|
Hiren Patel |
Director |
|
Alpesh Shah |
Executive Director |
|
Vishnu Patel |
Executive Director Chairperson |
| 2. Nomination & Remuneration Committee |
Sudha Varma |
Non-Executive Independent |
|
Hiren Patel |
Director |
| 3.Risk Management Committee( if applicable) |
NA |
Executive Director NA |
|
|
Chairperson |
|
Sudha Varma |
Non-Executive Independent |
| 4.Stakeholders Relationship Committee’ |
Vishnu Patel |
Director |
|
Hiren Patel |
Executive Director |
& Category of directors means executive/non-executive/independent/Nominee. if
a director fits into more than one category write all categories separating them with
hyphen
III. Meeting of Board of Directors
| Date(s) of Meeting (if any) in the previous quarter |
Date(s) of Meeting (if any) in the relevant quarter |
Maximum gap between any two consecutive (in number of days) |
| 8/14/2015 |
11/14/2015 |
91 |
Regd. Office: 26, Diamond Plaza, Poddar Road, Malad ( East),Mumbai-400067 Telefax:
+91-22- 25800009. Email: netvistaltd@gmail.com
* This information has to be mandatorily be given for audit committee, for rest of the
committees giving this information is optional
| V. Related Party Transactions |
|
| Subject |
Compliance status (Yes/No/NA)refer note below |
| Whether prior approval of audit committee obtained |
NA |
| Whether shareholder approval obtained for material |
NA |
| RPT |
|
| Whether details of RPT entered into pursuant to omnibus approval have been reviewed by
Audit |
NA |
| Committee |
|
1 In the column "Compliance Status", compliance or non-compliance may be
indicated by
Yes/No/N.A.. For example, if the Board has been composed in accordance with the
requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case
the Listed Entity has no related party transactions, the words "N.A." may be
indicated.
2 If status is "No" details of non-compliance may be given here.
VI. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing obligations and
disclosure requirements) Regulations, 2015.
2. The composition of the following committees is in terms of SEBI(Listing obligations
and disclosure requirements) Regulations, 2015
a.Audit Committee
b.Nomination & remuneration committee
c.Stakeholders relationship committee
d.Risk management committee (applicable to the top 100 listed entities)
3. The committee members have been made aware of their powers, role and
responsibilities as specified in SEBI (Listing obligations and disclosure requirements)
Regulations, 2015.
4. The meetings of the board of directors and the above committees have been conducted
in the manner as specified in SEBI (Listing obligations and disclosure requirements)
Regulations, 2015.
5. This report and/or the report submitted in the previous quarter has been placed
before Board of
Directors. Any comments/observations/advice of Board of Directors may be mentioned
here:
Name & Designation:Hiren Patel
Managing Director
DIN: 03464360
|