To the Members
Your Directors have pleasure in presenting the 24rd Directors' Reporttogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2017.
The summary of operating results fortheyearand appropriation of divisible profitsisgiven below.
(Rs. In lakhs)
|Particulars ||2016-17 ||2015-16 |
|Revenue from operations ||0.00 ||0.00 |
|Other Income ||29.77 ||24.09 |
|Total Income ||29.77 ||24.09 |
|Depreciation ||2.34 ||2.34 |
|Tax: Current Tax ||0.84 ||0.10 |
|Deferred tax ||0.00 ||0.00 |
|Profit/(Loss) afterTax ||1.13 ||3.83 |
|Earnings pershare: || || |
|Basic ||0.011 ||0.05 |
|Diluted ||0.011 ||0.05 |
Performance of the Company
During the year under review the total income of the Company was Rs 2977025/-against Rs 2409625/- in the previous year. The Company has earned a Profit after tax ofRs 112805/- compared to a profit of Rs. 382999/- in the previous year.
Transfer to Reserves
For the financial year ended 31st March 2017 it is proposed to carry a nil amount toGeneral Reserve Account.
In view of inadequate profits the Board of Directors has not recommended any dividendfor the current year.
Material Changes between the date of the Board Report and end of Financial Year
There has been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Details of Subsidiary/ Joint Ventures/ Associate Companies
As on March 31 2017 the Company does not have any subsidiary/joint venture companies.
Change in the Nature of the Business
There is no change inthe nature ofthe businessofthe Company.
Meetings of the Board
The information on meetings of the Board of Directors as held during the financial year2016-17 is provide under Clause 2 (b) ofthe Corporate Governance Report.
As provide under Regulation 15 (2) ofthe SEBI (LODR) Regulations 2015 the compliancewith the Corporate Governance as specified in Regulation 17 to 2746 (2) (b) and para c dand e of Schedule V are not applicable to the Company as the paid up equity share capitalofthe Company does not exceed Rs. lOCrores.
The Company is committed to maintain and adhere to the Corporate Governancerequirements voluntarily. The Report on Corporate Governance along with the certificatefrom Mr. Pinakin Shah Practicing Company Secretary Ahmedabad is annexed to this Report.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date ofthebalance sheet.
There is an adequate risk management infrastructure in place capable of addressingrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risksthose have beenidentified and assessed.
Directors and Key Managerial Personnel
Mrs Binoti Shah (DIN: 07161243) Director ofthe Company retires at the Annual GeneralMeeting and has offered herself for re-appointment.
M/s Nautam R. Vakil & Co. Chartered Accountants Ahmedabad (FRN: 106980W) areappointed as statutory auditors of the Company by the Board for a period of five yearsfrom the conclusion of this Annual General Meeting till the conclusion of the twenty-ninth Annual General Meeting of the Company to be held in the year 2022. Pursuant to theprovisions of section 139 ofthe Act and the rules framed thereafter the appointment ofAuditors shall be placed for ratification at every Annual General Meeting. In this regardthe Company has received consent from the Auditors to the effect that they are willing tobe appointed and it would be in accordance with the provisions of section 141 ofthe Act.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call
for any further comments. The Auditors' Report does not contain any qualificationreservation or
M/s Pinakin Shah & Co Practicing Company Secretary has been appointed as thesecretarial Auditor of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the financial year ended March 31 2017 is provided as Annexure-I to this Report. TheSecretarial Audit Report contains the following qualification/ adverse remarkfor which anexplanation has been given.
|Remark ||Explanation |
|Non-compliance of Section 138ofthe Companies Act 2013 ||The Company has internal audit system commensurate with its size |
|Non- compliance of Section 186 (7) of the Companies Act 2013- Interest not charged ||The interest will be accounted for as and when it isreceived |
Committees of the Board
The Committees of the Board is provided under Clause 3 of the Corporate GovernanceReport.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with properexplanation 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 ofthe company at the end ofthe financial year and oftheprofit and loss ofthe companyforthat period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets ofthe 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
Extract of annual return
As provided under section 92(3) ofthe Act the extract of annual return is given inAnnexure- II in the prescribed Form MGT-9 which forms part of this report.
Particulars of employees and related Disclosures
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as an Annexure- III to thisReport.
All the assets of the Company are adequately insured.
Transactions with related parties
Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 is Nil.
Declaration bv Independent Directors
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
Since all independent directors are associated with the company for more than 5(years) the company has not conducted familiarization program for independent directors.
Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conductorpolicy.
Conservation of Energy.
Foreign Exchange Earnings and outgo
(a) Conservation ofenergyandTechnologyabsorption
The Company has not made any investment for (energy conservation) and taken anyspecific measures to reduce energy cost per unit. However it intends to conserve energyfor future generation.
(b) Technology Absorption
There is no research and development activity carried out by the Company.
(c) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
(a) Buy BackofSecurities
The Company has not bought back any of its securities during the year under review.
(b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
(c) Bonus Shares
No Bonus Shares were issued duringthe year under review.
(d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
(e) EquityShares with Differential Voting Rights
The company has not issued equity shares with differential rights as to dividendvoting or otherwise.
Shares in Suspense Account
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the beginningoftheyear: NIL
Number of shareholders who approached issuer for transfer of shares fromSuspense Account duringtheyear: Not Applicable
Number of shareholders to whom shares were transferred from Suspense Accountduring the year: Not Applicable
Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at theend oftheyear: NIL
That the voting rights on these shares shall remain frozen till the rightfulowner of such shares claimstheshares: Not Applicable
Shares in Unclaimed Suspense Account
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying atthe beginning ofthe year: NIL
Number of shareholders who approached issuer for transfer of shares from theUnclaimed Suspense Account duringtheyear: Not Applicable
Number of shareholders to whom shares were transferred from the UnclaimedSuspense Account duringtheyear: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the end ofthe year: NIL
Internal financial control systems and their adequacy
The Company has proper and adequate system of their internal controls proportionate toits size and business. The internal control systems of the Company are designed to ensurethat the financial and other records are reliable for preparingfinancial statements andother data.
Any significant and material Order passed bv Regulators/ Courts/Tribunals
No orders were passed by the regulators or courts or Tribunals impacting the goingconcern status and company's operation in future.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act. 2013
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention
Prohibition and Redressal) Act 2013
The Board places on record their appreciation for the support of all stakeholders
Place: Ahmedabad Forand on behalf ofthe Board
Date :3-8-2017 Amam Shah
A-115 Siddhi VinayakTowers
B/h. DCP Office OffS.G. Highway