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Notice is hereby given that the next Annual general Meeting of the member of M/S Micro
Devices Pvt Ltd. Will be held on 28.09.2016 at 11.00 am at the registered office of the
Company to transact the following business;
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2016
and profit and loss account for the account for the year ended on that date together
with reports of directors and auditors thereon.
2. To ratify the appointment Auditors and fix their remuneration
To consider and if thought fit to pass with or without modification
the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013 and rules made there under that
consent of Company be and is hereby accorded for appointment of Statutory
Auditors of the Company as under:
M/s Malhotra Rajiv & Co., Chartered Accountants (Firm Registration No. 024854N)
be and hereby re-appointed as Statutory Auditors of the Company to hold office from
the conclusion this Annual General Meeting till the conclusion of next Annual General
Meeting of the Company to be held on 2020, subject to ratification by the members
at every annual general meeting of the company at such remuneration as may be
agreed upon between the Board of Directors and Statutory Auditors, in addition to
the reimbursement of all out of pocket expenses incurred in relation with the audit of
accounts of the Company.
BY ORDER OF THE BOARD
PLACE: CHANDIGARH
DATE 31.08.2016
(DIRECTOR)
DIRECTORS REPORTS
The Members,
M/S Micro Devices Pvt. Ltd.
Your Directors have pleasure in presenting the next Annual Report along with the
audited accounts of the company for the period ended on 31st March, 2016.
Sr. FINANCIAL RESULT
1.
2.
3.
4.
5.
6.
Depreciation
Profit before tax
Provision for tax
Provision for Deferred Income tax
7.
Year Ended
31.03.2016
Rs.)
Year Ended
(In. 31.03.2015 (In Rs.)
40,941,002.70
40,187,524.35
31,812,304.40
376,414.00
31,435,890.40
9,963,730.00
32,593,952.1
8
815,659.11
31,778,293.07
8,123,975.00
21,472,160.40
23,654,318.07
OPERATIONS
The Company has reported total income of 40,941,002.70 for the current year as
compared to 40,187,524.35 in the previous year. The Net Profit for the year under
review amounted to 21,472,160.40 in the current year as compared to
23,654,318.07 in the previous year
SUBSIDIARY COMPANY
As on March 31, 2016, the Company does not have any subsidiary
DIVIDEND
No Dividend was declared for the current financial year due to conservation of profits.
AUDITORS
M/s Malhotra Rajiv & Co., Chartered Accountants, was appointed as statutory auditors
for a period Five years in the Annual General Meeting held on 28/09/2015. Their
continuance of appointment and payment of remuneration are to be confirmed and
approved in the ensuing Annual General meeting. The Company has received a certificate
from the above auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of section 141 of the Companies Act,2013.
2015-16 viz., on 1 April 2015, 11 May 2015, 31 Aug 2015, 25 Sep 2015, 22 Dec 2015 &
18 Mar 2016.
have been followed along with proper explanation relating to material departures
except AS 15 regarding provision of gratuity.
2. The directors have selected accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as give a true
and fair view of the state affairs of the company at the end of the financial year
and of the profit or loss of the company for the year under review.
3. The directors have taken proper & 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;
4. The Directors had prepared the accounts for the financial year ended March 31,
2016 on a going Concern basis.
5. The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively Not applicable to Private Limited
Company.
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its business
including adherence to Companys 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
information.
6. The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company was not required to appoint Independent Directors under Section
149(4) and Rule 4 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 hence no declaration has been obtained.
COMPANYS
POLICY
ON
DIRECTORS
APPOINTMENT
AND
REMUNERATION
INCLUDING
CRITERIA
FOR
DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A
DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION ( 3)
OF SECTION 178
The Company, being a Private Limited Company was not required to constitute a
Nomination and Remuneration Committee under Section 178(1) of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and Stakeholders Relationship Committee under Section
178(5) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186
During the year under review, the Company has not advanced any loans/ given
guarantees/ made investments.
EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014 ( As Per Annexure A)
RISK MANAGEMENT
Given the asset base and the portfolio of investments made by the Company, the Board is
of the opinion that there are no major risks affecting the existence of the Company.
SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATORS
There are no significant or material orders passed by the Regulators or Courts or tribunals
impacting the going concern status & the Companys operations in future.
OBSERVATION OF AUDITORS
The auditors observations in their report and relative notes on the accounts are self
explanatory
SECTION 134(3)(m) OF THE COMPANIES ACT, 2013
The information required under section 134(3) (m) of the companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows;-:a)
Conservation of Energy
:
N.A.
b)
Technology absorption
:
N.A.
c)
Foreign Exchange Earnings
:
NIL
ACKNOWLEDGEMENT
The directors acknowledge your continued support and commitment toward the
organization. They are also grateful to customers for their continued support conoperation and patronage.
Yours directors also wish to place on record their appreciation of the valuable
contribution and the spirit of the dedication shown by the employees of the companies.
FOR AND ON BEHALF OF THE BOARD
Place: Chandigarh
Date: 31.08.2016
Managing Director
in the case of the Balance Sheet, of the state of affairs of the Company as at
March 31, 2016;
b)
in the case of the Statement of Profit and Loss, of the profit for the year ended on
that date; and
c)
in the case of the Cash Flow Statement, of the cash flows for the year ended on
that date.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order")
issued by the Central Government of India in terms of Sub-section (11) of Section
143 of the Companies Act, 2013 we give in the Annexure a statement on the
matters specified in paragraph 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section "133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the directors as on March
31, 2016, taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2016 from being appointed as a director in terms of
Section 164(2) of the Act.
f) with respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to
our separate report in Annexure B
g) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to the explanations given
to us:
(i)
The Company does not have any pending litigations which would impact
its financial position.
(ii)
The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.
(iii)
DATE : 31.08.2016
PLACE : CHANDIGARH
RAJIV MALHOTRA
(PARTNER/FCA)
MEMBERSHIP NO. 088263
FIRM NO. 024854N
According to the information & explanations given to us and on the basis of our
examination of the records of the company, the title deeds of immovable
properties are held in the name of the company.
b)
8. In our opinion and according to the information and explanations given to us, the
company has not been availing any loans from any financial institution or bank;
9. According to information and explanations given to us, during the year company
has not raised money by public issues/ follow-on offer (including debt
instruments) and term loans.
10. According to information and explanations given to us, no material fraud on or by
the company by its officer/employees has been noticed or reported during the
course of our audit.
11. According to information and explanations given to us managerial remuneration
has been paid / provided in accordance with the requisite approvals mandated by
the provisions of section 197 read with schedule V to the Companies Act.
12. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/
society. Therefore, the provisions of clause 4 (xii) of the Order are not applicable
to the Company.
13. According to information and explanations given to us and based on our
examination of the records of the Company, all transactions with the related
parties are in compliance with Section 188 and 177 of Companies Act, 2013
where applicable and details of such transactions have been disclosed in the
Financial Statements etc. as required by the accounting standards and
Companies Act, 2013.
14. According to information and explanations given to us and based on our
examination of the records of the Company , the company has not made any
preferential allotment / private placement of shares or fully or partly convertible
debentures during the year under review.
15. According to information and explanations given to us, the company has not
entered into any non-cash transactions with directors or persons connected with
him.
16. The Company is not required to be registered under sec 45-IA of the Reserve
Bank of India Act 1934.
DATE:31.08.2016
PLACE: CHANDIGARGH
RAJIV MALHOTRA
(PARTNER/ FCA)
RAJIV MALHOTRA
(PARTNER/ FCA)
MEMBERSHIP NO. 088263
FIRM NO. 024854N
NOTE :- 1
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNT
FOR THE YEAR ENDED 31.03.2016
1.
a) The Company has prepared its Books of Accounts on the basis of following Accounting Policies:
Going Concern basis.
Accrual Concept
Consistency
b) Change in Accounting Policies:
There is No Change in the Accounting Policies adopted by the Company.
c)
2.
Inventories (AS -2 )
a) No Exemption is available to the Company with regards to this Accounting Standard.
b) Basis of Inventory valuation:
Inventories are valued at the lower of cost or the net realizable value after providing for obsolescence and other
losses, where considered necessary.
c) Inclusions in Cost:
Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit
insurance and receiving charges.
3.
4.
b) No Contingencies and events occurring after the date of Balance Sheet have been reported during the Audit.
5.
6.
7.
8.
9.
a) Register containing all Particulars of Fixed Assets has been maintained and updated regularly
by the Company.
b) Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any.
Subsequent expenditure relating to fixed assets is capitalized only if such expenditure results
in an increase in the future benefits from such asset beyond its previously assessed
standard of performance.
c) Inclusions in Cost:
Cost of Fixed Assets includes Purchase Cost net of Trade Discount and all the cost incurred
up to the point of installation of the concerned Fixed Assets.
d) No Self Constructed Assets have been reported during the Year.
e) No assets have been revalued during the Year.
10.
11.
12.
The Company has not invested any funds in Long Term or Short term Investments.
13.
14.
15.
16.
As per Accounting Standard 18 on related party disclosures issued by The Institute of Chartered Accountants of
India, the disclosure of transactions with the related party as defined in the Accounting Standard are required to be
given
Related Parties and nature of relationship:
Transactions with related parties during the Year
Name of Related
Party
Amritpal Singh
Bhomia
Harmit Kaur
Bhomia
Relation
Director
Nature of
Transaction
Salary
Amount
(Rs.)
1,680,000.00
Director
Salary
1,440,000.00
17.
a) Partial Exemption is Available to the Company with regards to this Accounting Standard.
b) The company has not entered into any Financial and Operating Lease during the Year under
18.
a) Partial Exemption is Available to the Company with regards to this Accounting Standard.
b) Basic Earnings per Share is calculated as follows:
Net Profit Attributable to Equity Share Holders
No. of Equity Share
c) Net Profit Attributable to Equity Share Holders is arrived after deducting Current Tax and
Deferred Tax from the Net Profit available.
d) Diluted Earnings Per Share:
The company do not have any Potential Equity Share i.e.
Debt Instrument
Share warrants
Employee Stock Option Schemes.
Contingently Issuable Share.
19.
No Exemption is available to the company with regards to this Accounting Standard but it is Not Applicable to the
Company as the Company is not having any Subsidiary Company, Associate Company and Joint Company
20.
No Deferred tax is recognized on timing differences, being the differences between the taxable income and the
accounting income that originated during the previous year and is capable of reversal in one or more subsequent
periods.
21.
No Exemption is available to the company with regards to this Accounting Standard but it is not applicable to the
Company as the Company do not have any Subsidiary Company, Associate Company and Join.
22.
Discontinuing Operations (AS -24)
No Exemption is available to the company with regards to this Accounting Standard but it is Not Applicable to
the Company as the Company has not discontinued any of its operations.
23.
24.
25.
The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for
impairment No indication of impairment exists
26.
A provision is recognized when the Company has a present obligation as a result of past events and
it is probable that an outflow of resources will be required to settle the obligation in respect of which
a reliable estimate can be made. There is no such contingency during the year
NOTES TO ACCOUNTS
1. The previous years figures have been reworked, regrouped, rearranged and
reclassified wherever necessary. Amounts and others disclosures for the preceding
year included as an integral part of the current year financial statements and are to
be read in relation to the amounts and other disclosures relating to the current year.
2. Debit and credit balances in accounts of debtors, creditors and loans and advances
are subject to their respective confirmation and reconciliation.
3. DIRECTORS REMUNERATION:
The details of the remunerations paid to director are as follows:
Particulars
Managing/Whole time
Directors
i)
Salary,Prequisites &
Allowances
-Amritpal Singh
Bhomia
-Harmit Kaur
Bhomia
Total (Amt. in Rs.)
2015-16
2014-15
1,680,000.00 1,516,669.00
1,440,000.00 1,300,000.00
3,120,000.00 2,816,669.00
5. PAYMENT TO AUDITOR:
Audit fee
2015-16
21,472,160.40
214.72
2014-15
23,654,318.07
236.54
2015-16
(Amount in Rs.)
15,000.00