Your Directors are pleased to present the 31st Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended 31stMarch 2017.
|1. FINANCIAL SUMMARY || ||(Amount in Rupees) |
|Particulars ||For the year ended 31st March2017 ||For the year ended 31st March2016 |
|Gross Sales and other Income ||11851244 ||18690675 |
|Profit before Depreciation and Tax ||(243471) ||10972287 |
|Less: Depreciation ||(731086) ||(698482) |
|Profit before Tax ||(974557) ||10273805 |
|Less: Tax Expenses ||(2109708) ||(1669421) |
|Net Profit after tax ||1135151 ||8604384 |
For the financial year ended 31st March 2017 your company has earned a profit aftertax of Rs. 1135151 (Eleven Lakhs Thirty Five Thousand One Hundred and Fifty One) ascompared to Rs. 8604384 (Eighty Six Lakhs Four Thousand Three Hundred and Eighty Four)in the previous year as a result of which the networth of the company has increased to Rs.155274454 as compared to Rs 154139302 in the previous year.
With a view to strengthen the financial position and the future growth of the Companyyour Directors have not recommended payment of dividend for the financial year ended 31stMarch 2017.
3. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and to the Chairman &Managing Director of the Company.
4. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73(1) and 74 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) thereof for time being inforce.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Information regarding Loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 is given in detail in the Note "11" ofFinancial Statements.
6. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION149(6) OF THE COMPANIES ACT 2013
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015(including any Statutory modification(s) or re-enactment(s) thereof for the time being inforce.
7. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATES COMPANY-
Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.
8. NUMBER OF MEETINGS OF BOARD AND COMMITTEES:
The details of the Meeting of Board of Directors and Committees convened during theFinancial Year 2016-2017 are given in the Corporate Governance Report which forms the partof this Annual Report.
9. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES ANDDIRECTORS
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the evaluation of the Annual Performance of the Directors/ Board/Committees was carried out for the Financial Year 2016- 2017.
The Details of evaluation process are set out in the Corporate Governance Report whichforms the part of this Annual Report.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Akash Sanjay Valia was appointed as Director in casual vacancy in place of Ms.Preeti P. Jain on 4th April 2016 by the Board of Directors by way of CircularResolution. He was further appointed as Independent Director by the members in the 30thAGM held on 2nd September 2016.
Ms. Diksha Nangia was appointed as Chief Financial Officer (KMP) of the Company on 14thFebruary 2017.
Ms. Ruchi Namdharani was appointed as Compliance Officer of the Company on 10thMay 2017. Accordingly she was appointed as Whole Time Company Secretary in its BoardMeeting held on 20th July 2017.
11. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business as per the detailsgiven in AOC-2 annexed as Annexure "II". There are no materially significantrelated party transactions made by the company with the Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict of interest withthe company at large.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
A. Conservation of energy - Sub-rule 3(A) of Rule 8 of the Companies ( Accounts)Rules 2014 pertaining to the Conservation of energy is not applicable to the Company.
B. Technology Absorption - Sub-rule 3(B) of Rule 8 of the Companies (Accounts)Rules 2014 pertaining to the Technology Absorption is not applicable to the Company.
C. Foreign exchange earnings and Outgo - There were no foreign exchange earningsor out flows during the year.
13. STATUTORY AUDITORS
As per provision of Section 139 of Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 an Audit Firm functioning as Auditor for period of 10 years or moreafter the commencement of provisions of Section 139 of the Act may be appointed asAuditor in the same Company for further period of 3 years from April 1 2014. M/sShankarlal Jain & Associates Chartered Accountants (FRN W100082) the retiringAuditors have completed the maximum tenure as Statutory Auditors of the Company asprovided under the Companies Act 2013 and relevant Rules thereunder..
The Board of Directors on the recommendation of the Audit Committee has approved andrecommended to the Members the appointment of M/s. GMJ & Co. CharteredAccountants (Firm Registration No. 103429W) who have given a written consent to act asStatutory Auditors of your Company and have also confirmed that the said appointment wouldbe in conformity with the provisions of sections 139 and 141 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014.
The members are requested to appoint M/s. GMJ & Co. Chartered Accountants(Firm Registration No. 103429W) as Statutory Auditors of the Company in place of retiringAuditors M/s Shankarlal Jain & Associates Chartered Accountants at the ensuingAnnual General Meeting for a period of 5 years from conclusion of this Annual GeneralMeeting until Conclusion of Annual General Meeting to be held in year 2022 and fix theremuneration.
14. QUALIFICATIONS GIVEN BY THE AUDITORS
The Auditors report does not contain any qualification reservations or adverse remark.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. With respect to observations in the Secretarial Audit Report forappointment of Company Secretary; Compliance Officer/ Company Secretary: The Company hasnot appointed Compliance Officer in accordance with SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 as per Section 203 of the Companies Act 2013and Rules made thereunder as on the year ended 31st March 2017.
However the Company has appointed Ms. Ruchi Namdharani as Company Secretary inthe Board Meeting of the Company held on 20th July 2017.
Company's clarification/ explanation on the observation is that the Company has alreadyappointed Company Secretary in the Board Meeting of the Company held on 20thJuly 2017.
15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
All new Independent Directors inducted into the Board attend an orientation programme.Further at the time of appointment of Independent Director the Company issues a formalletter of appointment outlining his/ her role functions duties and responsibility.
16. SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed S. G. and Associates a firm of Company Secretaries in practice (Mumbai) toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith to this Report as Annexure "V".
17. SHARE CAPITAL
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
The Company has forfeited 9800 Partly Paid up Shares on which Allotment cum call moneywas unpaid in its Board Meeting held on 21st April 2016 and the same has beenapproved by The Bombay Stock Exchange.
18. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL AND EMPLOYEESa. The Company had no employee drawing salary/ remuneration in excess of Remunerationlimits prescribed as per Rule 5(2) of the Appointment and Remuneration of ManagerialPersonnel Rules 2014. b. The Details with regards to the payment of Remuneration to theDirectors and Key Managerial Personnel is provided in Form MGT-9 Extract of theAnnual Return (appended as Annexure "I").
19. MANAGERIAL REMUNERATION:
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Name of the Director ||Amount of remuneration to Key Managerial Personnel ||Percentage increase in the remuneration ||Ratio of remuneration of each Director/ to median remuneration of employees |
|Ms. Anju Innani ||1108800 ||"Nil" ||3.66 |
|Mr. Akash Valia ||27600 ||NA ||NA |
|Mr. Hardik Dedhia ||27600 ||101% ||NA |
|Mr. Vishal Shah ||27600 ||146% ||NA |
|Ms. Diksha Nangia ||127500 ||NA ||0.42 |
1. The Independent Directors do not receive any remuneration except sitting fees.
2. There was no change in the remuneration of any other Key managerial Personnel orDirector.
3. The percentage Increase in the median remuneration of the employees in the FinancialYear was 5 % ( As compared to Previous year employee's median).
4. Ms. Diksha Nangia was appointed as CFO on 14.02.2017 so her remuneration isconsidered proportionally.
5. As on 31st March 2017 there were a total of 10 employees on the roll ofthe Company.
6. It is affirmed that the remuneration is as per the remuneration policy of thecompany.
7. Mr. Akash Valia was appointed as independent director on 04.04.2016.
8. Percentage increase in remuneration for Mr. Hardik Dedhia and Mr. Vishal Shah is dueto difference in number of meetings attended as they were appointed in September 2015 andNovember 2015 respectively.
20. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that:
a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
21. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the limits as prescribed under the Section 135 ofCompanies Act 2013 and Rules made thereunder.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has prepared policy and has put in place Vigil Mechanism for directors andEmployees of the Company.
23. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The same is also available on website of the company in detail.
24. EXTRACT OF ANNUAL RETURN:
The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure"I".
25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
In Compliance with Regulation 27 of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 a separate Report on Corporate Governance along withCertificate from Auditors on its compliance forms an integral part of this Report asAnnexure "III".
Management Discussion & Analysis Report is annexed herewith in this Report asAnnexure "IV".
26. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner.
Your Directors wish to extend their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further appreciatesthe dedicated services rendered by the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Anju R. Innani |
|Place: Mumbai ||Managing Director |
|Date: 4th August 2017 ||DIN: 00123259 |