Your Directors are pleased to present the 21st Annual Report together withthe Audited Accounts of your Company for the financial year ended 31st March2016.
(Rs in Lacs)
|PARTICULARS ||YEAR ENDED |
| ||31.03.2016 ||31.03.2015 |
|1. Sales ||9.20 ||8.03 |
|2. Profit before Interest & Depreciation ||2015.35 ||(25.96) |
|3. Interest ||0 ||0 |
|4. Depreciation ||18.51 ||10.74 |
|5. Profit Before Tax & Extra-ordinary items ||1996.84 ||(36.69) |
|6. Tax Provision (Net of Deferred Tax) ||0 ||0 |
|7. Profit After Tax ||1996.84 ||(36.69) |
|8. Extra-Ordinary Items ||(122.33) ||0 |
|9. Profit available for Appropriation ||1874.51 ||(36.69) |
|10 Balance carried to Balance Sheet ||1874.51 ||(36.69) |
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was INR 9.20 Lacs as against lastyears 9.03 Lacs. The marginal increase is attributable to increased yield from mangosales. The operations of the company have been minimal during the year. However yourcompany is also contemplating putting the land to alternate use to enhance business.
Also the company sold surplus land for INR 2100.00 Lacs during the year. The land wasnot required for operational use and hence has been sold to raise funds for future use.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separatesection in this Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreementforms part of the Annual Report. The Requisite Certificate from the Auditors of theCompany Gautam N Associates Chartered Accountants Aurangabad confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Clause 49 isattached to this report.
Given the growth requirements of the business and the inadequacy of profits in theCompany the Directors have not recommended any dividend for the financial year 2015-16.
Your company has not accepted any fixed deposits during the year under review.
The company has a Risk Management Committee which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Companysenterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty IT legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mrs. Sweta Kagliwal Director retires by rotation and being eligible offers herself forreappointment. Pursuant to Clause 49 of the Listing Agreement Details of Directorsretiring by rotation is provided as part of the Notice of the ensuing Annual GeneralMeeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised aPolicy for performance evaluation of Independent Directors Board Committees and otherindividual Directors which include criteria for performance evaluation of thenon-executive directors and executive directors.
At the Annual General Meeting held on July 5th 2014 M/s Gautam NAssociates Chartered Accountants Aurangabad were appointed as the Statutory Auditors ofthe Company to hold office till the conclusion of the Annual General Meeting to be held inthe calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the Auditors shall be placed for ratification at every Annualgeneral Meeting. Accordingly the appointment of M/s Gautam N Associates CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard The Company has received a certificate from the Auditors tothe effect that if they are re-appointed it would be in accordance with the provisions ofsection 141 of the Companies Act 2013.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
M/s Neha P Agrawal Practising Company Secretary has been appointed as the secretarialAuditor of the Company for the financial year 2015-16 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financialyear ended March 31 2016 is annexed herewith marked as Annexure III to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee the stakeholdersrelationship committee the nomination & remuneration committee Risk ManagementCommittee & Whistle Blower Committee.
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee ||Highlights of Duties responsibilities and activities |
|Audit Committee ||K. G Iyer-Chairman Shrirang Agrawal Akash Kagliwal || All recommendations made by the Audit Committee during the year were accepted by the Board. |
| || || In accordance with the requirements of the Listing Agreement The Company has formulated policies on related party transactions. |
|Stakeholders Relationship Committee ||K. G Iyer-Chairman Shrirang Agrawal || The Committee reviews and ensures redressal of investor grievances. |
| ||Akash Kagliwal || The Committee noted that all the grievances of the investors have been resolved during the year. |
|Nomination and Remuneration Committee ||Shrirang Agrawal- Chairperson K. G. Iyer Akash Kagiwal || To formulate the criteria for determining qualifications 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. |
| || || To carry out evaluation of every Directors performance. |
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 9 and 12 to the standalone financial statement).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act 2013 the Boardof Directors hereby confirms that
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures. ii. It has in the selection ofthe accounting policies consulted the Statutory Auditors and has applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31stMarch 2016 and of the profits of the company for that period. iii. It has taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities to the best of its knowledge and ability.There are however inherent limitations which should be recognized while relying on anysystem of internal control and records. iv. It has prepared the annual accounts on a goingconcern basis. v. The Directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operationefficiently. vi. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to section 134(3)(h) of theact read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IVin Form AOC 2 and the same forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure V to this Report.
EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Act the Extract of Annual Return of the Companyis annexed herewith as Annexure VI to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to firstname.lastname@example.org
All the insurable interest of the company including Inventories Buildings Machineryetc is adequately insured.
Your Directors record their gratitude to the Financial Institutions Banks and otherGovernment departments for their continued assistance and co-operation extended to yourCompany during the year under report.
| ||For and on behalf of the Board of Directors |
|30th May 2016 || |
|Registered Office: || |
|Nath House || |
|Nath Road ||Managing Director |
|Aurangabad-431005 ||Akash Kagliwal |
| ||DIN: 01691724 |