Your Directors have pleasure in presenting their 33rd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.
1. Financial summary:
|Particulars ||2016-2017 (Rs.) ||2015-16 (Rs.) |
|Profit/(Loss) for the year before Depreciation ||176130 ||174993 |
|Less : Depreciation ||0 ||0 |
|Profit/(Loss) for the year before taxation ||176130 ||174993 |
|Less: Provision for taxation ||35000 ||35000 |
|Profit/(Loss) after taxation ||141130 ||139993 |
|Add: Income Tax Refund received ||0 ||6220 |
|Net Profit ||141130 ||146213 |
|Add : Balance as per last B/S. ||4971259 ||4825046 |
|Profit/(Loss) available for appropriation ||5112389 ||4971259 |
|Balance carried to B/S ||5112389 ||4971259 |
2. Company's working during the year: The Company in its present positionsuffers from organizational capability and much required financial resources. The Companyis struggling to meet with the mandatory listing fees and costs in view of there being nobusiness activity. The Company has not made further progress in the development of theland holding in the Company's possession. As has been mentioned earlier land titles inthe rural areas are susceptible to the vagaries of the unwarranted title claims anddisputes that are endlessly dragged through the crumbling legal process. Though theCompany is not part of any legal process the predecessors of the land that is thevendors from whom our immediate predecessor had acquired the said land at villageZanjaroli Palghar are engaged in a family dispute that is affecting the lands potential.In view of the prevailing circumstances further prospects of the Company continue toremain bleak.
3. Dividend: In view of insignificant profits due to lack of business there are nofunds available for distribution and hence the Directors do not recommend any dividend forthe year.
4. Reserves: Surplus in the Statement of Profit and Loss account has been carriedto Balance Sheet.
5. Directors and Key Managerial Personnel : Anita Kanungo (DIN: 05323368) Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for reappointment.
6. Particulars of Employees: None of the employees of the Company were in receiptof remuneration in excess of the limits mentioned in Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
7. Meetings of the Board: During the year four Board Meetings were held.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
8. Board Evaluation: As stated there being no business since many years includingthis year interalia due to lack of capital/funds the purpose of an annual evaluation ofits own performance pursuant to the provisions of the Companies Act 2013 is brief.
Since the paid-up capital of the Company is not exceeding Rs. 10 crores and also thenet worth of the Company has never been Rs. 25 crores or more at any time in the historyof the Company Corporate Governance is not applicable to the Company.
9. Declaration by Independent Directors: The Company has received declarations fromthe Independent Directors that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015.
10. Remuneration Policy: For the reasons stated earlier the requirement andformation of a recommendation of the Nomination & Remuneration Committee is at presentredundant as there are no employees and nor are any directors drawing any remuneration.
11. Auditors: The Auditors' Report does not contain any qualifications.
M/s. Pankaj B Mehta & Co. Chartered Accountants Mumbai(Registration No.107342W) hold office till the conclusion of 33rd Annual general meeting(AGM) of theCompany. In terms of Section 139(2) (b) of the Companies Act 2013 M/s. Pankaj B Mehta& Co. are liable to retire by rotation at the ensuing AGM. It is now proposed toappoint M/s. Sujoy P Mehta & Associates Chartered Accountants Mumbai (Firmregistration no. 138588W) as statutory auditors in place of M/s. Pankaj B Mehta & Co.The Company has received a certificate from the statutory auditors to the effect thattheir appointment if made would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
12. Secretarial Audit Report: In terms of Section 204 of the Act and Rules madethere under M/s. A. U Thakurdesai & Co. Practicing Company Secretaries wereappointed as Secretarial Auditors of the Company to conduct audit for the year 2016-17.The report of the Secretarial Auditors is enclosed as Annexure II to this report.
The Company is unable to find a qualified Company Secretary due to lack of inclinationshown by candidates citing reasons of lack of incentive and job satisfaction owing toinsignificant business operations coupled with the insufficient financial capacity of thecompany to pay according to their qualifications.
13. Internal Audit & Controls: M/s Pankaj B Mehta & Associates CharteredAccountants were appointed as Internal Auditors of the Company for FY 2017-18.
14. Vigil Mechanism: There are no employees presently in the employment of thecompany and there are hardly any business operations.
In view of these circumstances there appears no need for a vigil mechanism. As and whenthe Company's business operations commence a Vigil Mechanism will be established fordirectors and employees to report genuine concerns as required under Section 177(9) &(10) of the Companies Act 2013.
15. Risk management policy: The Company in the last two decades has not had anysignificant working/operations which is clearly evidenced in the financial statements.The management is considering to liquidate the land at Zanzaroli Palghar on as is whereis basis.
16. Extract Of Annual Return: As required pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.
17. Material changes and commitments affecting the financial position of the company:There were no material changes in the financial position of the Company which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.
18. Details of adequacy of internal financial controls with reference to the FinancialStatements: The Company has internal financial controls which are adequate forensuring the orderly and efficient conduct of the business including adherence to theCompany's policies the safe guarding of assets the prevention and detection of fraudsand errors the accuracy and completeness of accounting records and timely preparation ofreliable financial information.
19. Deposits: During the year under review the Company has not accepted anydeposits.
20. Particulars of loans guarantees or investments: During the year under reviewthe Company has neither made any loans or investments nor given any guarantees given underthe provisions of Section 186 of Companies Act 2013.
21. Particulars of contracts or arrangements with related parties: There are nocontracts or arrangements entered into with related parties referred to in Section 188(1)of Companies Act 2013.
22. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013: Since the Company is not having any womenemployees on its payroll as on date the Company has not framed any policy for preventionof Sexual Harassment of Women at Workplace.
23. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
a) The disclosure pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8 of The Companies (Accounts) Rules 2014 in terms of Conservation of Energy andTechnology Absorption is not required to be given considering the nature of Company'sbusiness.
b) Foreign Exchange Earnings and Expenditure: NIL
24. Human Resources: The Company has no employees since 1st July 2015.
25. Directors' Responsibility Statement: The Board of Directors confirms 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 had 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 of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
26. Transfer of Amounts to Investor Education and Protection Fund: Your Company didnot have any funds lying unpaid or unclaimed for a period of seven years. Therefore therewere no funds which were required to be transferred to Investor Education and ProtectionFund (IEPF).
27. Listing With Stock Exchanges: The Company confirms that it has paid the AnnualListing Fees for the year 2017-2018 to BSE Limited where the Company's Shares are listed.
28. Acknowledgements: The Board place on record its appreciation for the supportand co-operation your Company has been receiving from its investors customers vendorsbankers financial institutions business associates Regulatory authorities and StockExchanges.
| ||For and on behalf of the Board Of Directors |
| ||Sd/- |
| ||SAnjAy KAnUngO |
|Place: Mumbai ||Managing Director |
|Date : 26th April 2017 ||(DIN: 00568508) |