For The Financial Year 2016-17
The Directors have pleasure in presenting their 80th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended March 31st 2017.
1. Financial Performance of the Company
(Amount in Rs.)
|Particulars ||Figures as at the end of current reporting period ||Figures as at the end of previous reporting period |
|Profit Before Tax ||3682680 ||(1273407) |
|Less: Current Tax ||697608 ||- |
|Profit After Tax ||2985072 ||(1273407) |
|Add: Profit/ (Loss) Brought Forward From Previous Year ||(2081765) ||(618410) |
|Profit/Loss carried forward to Balance Sheet ||903308 ||(1891817) |
|Basic/ Diluted Earnings Per Share ||0.98 ||(0.42) |
During the year the Directors have not declared any dividend for the financial year2016-17.
3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
The Directors have not proposed to transfer any amount to Reserves during the year.
5. Brief description of the Company's working during the year/State of Company's affair
The Company being a trading company is currently engaged in trading and investment inshares and securities.
6. Change in the nature of business if any
There has been no change in the nature of the business of the Company during the year.
7. Material changes and commitments affecting financial position between the end of thefinancial year and date of the report
During the period under review the company vide postal ballot got the approval fromshareholders of the company for shifting of the registered office from "State of WestBengal" to "State of Maharashtra" and then filed necessary petition withrequisite authorities for their consent and approval. The Registrar of Companies Mumbaiissued new certificate of incorporation evidencing the shifting of the registered officeto Mumbai on 19th April 2017.
8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The company does not have any subsidiary/ Joint Ventures/ Associate Companies.
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
11. Statutory Auditors
M/s Todi Tulsyan & Co Chartered Accountants have been appointed as StatutoryAuditors of the company till the conclusion of the Annual General Meeting of the companyto be held in the year 2021 (subject to ratification of their re- appointment at everyAGM) with remuneration shall be decided by the Board in consultation with the AuditCommittee.
12. Auditors' Report
The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.
13. Share Capital
Issue of equity shares with differential rights
The Company has not issued any of its securities with differential rights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Preferential Issue of Capital
The company has not issued any Share Capital on preferential basis during the year.
14. Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT - 9) and isattached to this Report
15. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(5) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
16. Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.
A) Changes in Directors and Key Managerial Personnel
During the period under review following changes were made in the composition of theBoard of Directors and Key Managerial Personnel:
i) Mr. Rajeev Chrimar Non Executive Director resigned from the post of directorshipw.e.f 10th June 2016.
ii) Ms. Amrita Saraf resigned from the post of Company Secretary with effect from 21stJuly 2016.
iii) Mr. Abhay Sudarshan Giri was appointed as an additional director and wasregularized at the Annual General Meeting held on 27th September 2016.
B) Declaration by an Independent Director(s) and re- appointment
Arnay Gupta and Savita Kishan Bhaliya Independent Directors of the Company haveconfirmed that they fulfilled all the conditions of the Independent Directorship as laiddown in subsection (6) of Section 149 of the Companies Act 2013 and the rules made thereunder and the same have been noted by the Board.
C) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 the Board has carried out the annualperformance evaluation of its own performance and the Directors individually.
D) Familiarization program for independent directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 the Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives.
18. Number of meetings of the Board of Directors
Six Meetings of the Board of Directors were held during the financial year 2016-17.These were held on the following dates:
v) 10/11/2016 and
19. Audit Committee
Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:
|Name ||Designation |
|Arnay Gupta ||Chairman |
|Rommel Rocky Rodrigues ||Member |
|Savita Kishan Bhaliya ||Member |
20. Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:
|Name ||Designation |
|Savita Kishan Bhaliya ||Chairman |
|Abhay Sudarshan Giri ||Member |
|Arnay Gupta ||Member |
21. Order of Court
The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company's operations orfinancial conditions.
22. Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
23. Details of establishment of vigil mechanism for directors and employees
The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of establishment of such mechanism have been disclosedon the website.
24. Particulars of Loans Guarantees or Investments
The provision of Loans guarantees or Investments as per section 186 of the CompaniesAct 2013 are complied with.
25. Particulars of Contracts or Arrangements with Related Parties:
The company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2016-17.
26. Managerial Remuneration:
During the year so the Company has not provided any Managerial Remuneration to theDirectors.
27. Secretarial Audit Report
Mr. Anand Khandelia has been appointed as the Secretarial Auditor of the company. Thereis no qualification reservation or adverse remark or disclaimer made by the companysecretary in the secretarial audit report.
28. Corporate Governance Certificate
The Corporate Governance certificate from the auditor regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.
29. Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.
30. Risk management policy
The company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
31. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 this Act for safeguarding theassets 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 to be followed by thecompany and that such internal financial controls are adequate and are 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.
The Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|Rommel Rocky Rodrigues ||Abhay Sudarshan Giri |
|Managing Director ||Director |
|Din: 01851523 ||Din: 07451655 |
|Place: Mumbai || |
|Date: 23/05/2017 || |