Your Directors have pleasure in presenting the Annual Report together with AuditedStatement of Accounts for the year ended 31st March 2016.
WORKING RESULTS (Amount in Rs)
|Particulars ||31-03-2016 ||31-03-2015 |
|Sales ||25650 ||23970 |
|Profit(Loss) before Tax ||(3215681) ||(3362335) |
|Provision for Tax ||- ||- |
|Profit (loss) after Tax ||(3215681) ||(3362335) |
|Surplus Balance brought forward ||(242653596) ||(239367640) |
|Surplus Balance carried to Balance Sheet ||(245869277) ||(242653595) |
YEAR UNDER REVIEW AND FUTURE PLANS
Since the operations of the company were at very minimum level there was not muchactivity . The Company had incurred the basic administrative and statutory expenses whichare reflected in the accounts.
The Company has purchased a land in Ernakulam Kerala with the intention of developingthe land into villas / apartments . The process of obtaining necessary approvals is inprogress. The management expects that the land can be made ready for development withall approvals in place in the course of next one year.
Since the Company could not generate any profits your directors do not propose anydividend for the year under review.
DIRECTORS AND BOARD MEETING :
Annamma Joseph retires at the ensuing Annual General Meeting and being eligible offersherself for reappointment.
The Board/Committee meeting details are given in the Corporate Governance Report whichforms part of this report. The policy for appointment of directors include qualificationsexperience positive attitudes independence of a director and other points provided inthe Section 178 of the Companies Act 2013 .Company has received declarations from eachdirector stating that he/ she meets the criteria of independence laid down by theCompanies Act 2013. Company has complied with the provisions of the Companies Act 2013as well as the Listing Agreement regarding evaluation of the Board.The independentDirectors are not new to the company and so there was no need for training even thoughthe company has facility for the same.
DIRECTORS RESPONSIBILITY STATEMENT.
Directors hereby affirm that: i) In the preparation of the annual accounts theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures if any. ii) We have selected such Accounting Policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Loss of the Company for that period.
iii) We have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv) We have prepared the annual accounts on a going concern basis.
v) We have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively.
vi) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY / SUSTAINABILITY REPORTING
Your Company is fundamentally committed to sustainable business and the managementfully stands for the principles of National Voluntary Guidelines on Social Environmentaland Economic Responsibilities of Business. Since the operations were scanty no suchreporting is being done
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
Separate notes on Corporate Governance and Management Discussion and Analysis Reportare set out as Annexures. A Certificate from the Auditor of the Company certifyingcompliance conditions of Corporate Governance as stipulated under the Listing Agreement /LODR attached to this report.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at BSE Limited.
BOARD AND COMMITTEE MEETING DETAILS
The relevant details are given in the Corporate Governance report which forms part ofthis report.
POLICY ON DIRECTOR'S KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
The Company has framed a policy on Directors KMPs & other employees appointmentand remuneration. But its scope was very limited during the year under review because thecompany has only very limited employees. None of the directors are paid any remuneration .Managing Director has waived his remuneration which was approved by the Central Government. KMPs include Company Secretary and Chief Financial Officer .
DISCLOSURES RELATED TO EMPLOYEES
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
(1) (i) the ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year:
The Directors are not paid any remuneration and so the ratio is not applicable.
(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
There is no increase in remuneration of CFO and CS and directors are not paid anyremuneration.
(iii) the percentage increase in the median remuneration of employees in the financialyear: NIL
(iv) the number of permanent employees on the rolls of company : Three
(v) the explanation on the relationship between average increase in remuneration andcompany performance:
Not Applicable because there is no increase.
(vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:
The performance of the company was very minimum and such a comparison will not give anypurposeful result.
(vii) variations in the market capitalization of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe company as at the close of the current financial year and previous financial year:
During the year the share price was quoted below the face value and trading was bareminimum and the total shares traded at BSE during the 12 months period ended 31-03-2016was 21224 shares which resulted in poor market capitalization of the company. There areno major variations in the market capitalization and price earning at the closing of thecurrent financial year and previous financial year .The highest price quoted forthe script in the year 2015-16 was Rs.3.92 and lowest price was Rs.2.36 . The companyoffered its shares to pubic in the year 1994 and comparison with the price of that agewill not serve any purpose . The company had negative net worth at the close of 2013-2014and 2014-2015 2015-16 and a comparison on the variations of the net worth also will notgive the desired meaning.
(viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable because there was no increase in the remuneration of employees and managerialremuneration
(ix) the key parameters for any variable component of remuneration availed by thedirectors :Not applicable because directors are not paid any remuneration.
(x) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not applicable because directors are not paid any remuneration.
(xi) We hereby affirm that the remuneration is as per the remuneration policy of thecompany.
(2) (a) Name of every employee of the Company who-
(i) If employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees: NIL
(ii) If employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month: NIL
(iii) If employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two per cent of the equity shares of the company: NIL
Chandy & Zacheria Chartered Accountants Kerala Auditors of the Company were re-appointed at the AGM held in the year 2014 as per Companies Act 2013 to hold office upto the conclusion of the Annual General Meeting to be held in the year 2017 and thisappointment is subject to ratification by the members at the ensuing Annual GeneralMeeting
PARTICULARS OF CONSERVATIONOF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
A. Energy Conservation
|Steps taken or impact on conservation of energy. ||Companies activities does not consume huge quantity of energy. |
|Step taken to utilize alternate source of energy ||Not applicable because not much energy is used for operation. |
|Capital investment in energy conservation equipment. ||NIL |
|B. TechnologyAbsorption: || |
|Effort made towards absorption of technology ||NA |
|Benefit derived like product improvement. cost reduction product development or import Substitution ||NIL |
|In the case of imported technology : ||NA |
a) The details of technology imported
b) Year of Import
c) Whether technology has been absorbed.
d) If not areas where absorption has taken place and reasons there of.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Particulars ||Amount (in Rs) for the current Year ||Amount (in Rs) for the last year |
|Earnings ||Nil ||Nil |
|Out go ||Nil ||Nil |
OTHER DISCLOSURES / INFORMATION
1. Extract of Annual Return relating to Financial Year to which the Boards Reportrelates attached in format MGT 9.
2. There are no material changes / commitments affecting the financial position of thecompany occurring after the Balance Sheet date.
3. Company has developed and implemented Risk Management policy commensurate with thesize and operation of the Company.
4. Company has adequate internal financial control mechanism supported with rules andprocedures to be followed for each transactions/events.
5. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies(ShareCapital and Debenture)Rules 2014 : NA
6. No loan / guarantee or financial assistance was given .The company has not made aprovision of money for the purchase of or subscription for shares in the company.
7. Company does not have any subsidiary or associate companies or joint ventures.
8. The rules regarding Corporate Social Responsibility are not applicable to thecompany.
9. Disclosure has adequate Vigil Mechanism commensurate with the size and operations ofthe Company . During the year the operations of the company were meagre. But VigilMechanism commensurate with the size and operations of the Company have been implemented.
10. Company has not taken any deposit.
11. There is no change in the nature of business of the Company.
12. No orders were passed by the regulators Courts Tribunals impacting the goingconcern status and Companys operations in future.
13. There are no changes among directors/ Key Managerial personals.
14. Company has not issued any equity shares with differential rights/ sweat equity/employee stock options plans.
15. Company has not bought back any shares.
16. Company has not given any loans /guarantees or investments under section 186 of theCompanies Act.
17. There were no related party transactions as per Section 188 of the Act.
18. No cases have been filed under the Sexual Harassment of Women at Workplace(prevention prohibition & Redressel) Act2013.
19. Secretarial Audit Report is given as annexure and forms part of this report.
20. The company has implemented a policy to undertake formal annual evaluation of theperformance of directors / committees and individual directors . Since the activity andperformance of the company was very minimal in all fronts the scope of such evaluationwas very limited . The evaluation is being done as per the Listing Agreement /LODR.
21. The composition and other details of audit committee are reported in CorporateGovernance Report which is given as annexure and forms part of this report . The Board hasaccepted all the recommendations of the audit committee.
22. The audit report of the company does not contain any qualifications.
The Board of Directors wish to place on record their appreciation for the co-operationand support received from all.
| ||By Order of the Board || |
|Place : Bangalore ||Santhosh Joseph Karimattom ||Annamma Joseph |
|Date : 30-05-2016 ||Chairman & Managing Director ||Director |