Darshan Orna Limited
Your Directors present the 6th Annual Report of your Company together withthe Audited Financial Statement for the financial year ended 31st March 2017.
|Particulars ||2016-17 ||2015-16 |
|Income for the year was ||117554079 ||153302155 |
|Profit before Financial Charges Depreciation and || || |
| ||1655259 ||136943 |
|Taxation || || |
|Out of which Provisions have been made for :- || || |
|Financial Charges ||101473 ||16171 |
|Depreciation ||51787 ||67297 |
|Provision for Taxation : || || |
|(i) Current Income Tax ||450000 || |
|(ii) Deferred Tax ||(5362) ||6434 |
|Profit after Income Tax ||1057361 ||47041 |
Since the Company has not earned sufficient profits during the year ended on 31stMarch 2017 hence the Board of Directors has not recommended any dividend for the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
? In accordance with the provisions of the Companies Act 2013 Mrs. Arunaben M. ShahDirector of the company who is liable to retire by rotation being eligible forreappointment offers herself for reappointment.
? The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
? The Board made following Appointments and Resignation during the period under review.
(i) Appointment of Mr. Dinesh D. Hiran as an Additional Director in the capacityof independent Director the company with effective January 05 2017.
(ii) Appointment of Mr. Satish V. Sheth as an Additional Director in thecapacity of independent Director the company with effective June 07 2017.
(iii) Appointment of Mr. Prakash Ratilal Soni as an Additional Director in thecapacity of independent Director the company with effective October 13 2016.
(iv) Appointment of Mr. Ritesh Sheth as a Managing Director of the company witheffective September 01 2017.
(v) Resignation of Mr. Mahendra Shah From the position of Managing Director ofthe company with effective September 01 2017 however he will be continue as a directorof the company.
NUMBER OF BOARD MEETINGS
The Board of Directors duly met Six (06) times on 24/05/2016 10/06/2016 07/09/201613/10/2016 14/11/2016 and 05/01/2017 in respect of said meetings proper notices weregiven and proceedings were properly recorded and signed in the Minute Book maintained forthe purpose.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015board annually evaluates the performance of individual Directors Committees and of theBoard as a whole in accordance with the formal system adopted by it.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with 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/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; and
(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.
(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.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved
Your Company has neither invited nor accepted any fixed deposit from the public duringthe year
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.
RELATED PARTY TRANSACTIONS:
During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as per section 92 of the Companies Act 2013 read withRule 12 of the Companies (Management and administration) Rules 2014 is annexed herewithto this report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no significant and material order was passed by regulators or courts ortribunals impacting the going concern status and company's operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.
? STATUTORY AUDITOR
In accordance with the provisions of the provisions of Sections 139 & 142 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time and such other applicable provisions M/s Dhaval Padiya and Co.(FRN-140653W) Statutory Audit Firm will be appointed as Auditors of the Company in placeof Jignesh Satapara & Co. Chartered Accountant (FRN 134178W) to hold office from theconclusion of this Annual General Meeting ('AGM') till the conclusion of the 11th AGM to2022 (subject to ratification of their appointment at every AGM if so required under theAct) at such remuneration including applicable taxes as may be mutually agreed betweenthe Board of Directors of the Company and the Auditors.
The consent of M/s. Dhaval Padiya and Co. Chartered Accountants along with certificateunder Section 139 of the Act has been obtained to the effect that their appointment ifmade shall be in accordance with the prescribed conditions and that they are eligible tohold the office of Auditors of the Company.
? SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made there under Mr. Manohar ChunaraPracticing Company Secretary have been appointed as Secretarial Auditor of the Company.The report of the Secretarial Auditor is enclosed to this report. The report isself-explanatory.
With reference to the remarks and observation of the secretarial Auditor the followingexplanations have been submitted by the board of directors of the company.
? Our Company took all reasonable steps to do such appointments but as our Company isnot doing well in its present line of business activity it failed to attract rightcandidates for such post. The Board of our Company continues its efforts to search rightcandidate for the post of Company Secretary will appoint the Company Secretary as soon aspossible.
? COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.
AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE
The details of various committees and their functions are part of Corporate GovernanceReport and it's enclosed herewith.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
| ||By Order of the Board of Director |
|DATE: 01/09/2017 ||SD/- |
|PLACE: AHMEDABAD ||Mahendra R. Shah |
| ||Managing Director |