Your Directors have pleasure in presenting the 25th Annual Report togetherwith the Audited Accounts of the Company for the financial year ended 31stMarch 2017.
THE STATE OF THE COMPANY'S AFFAIRS ARE AS UNDER:
I. FINANCIAL RESULTS:
The Highlights of the Financial Results of the Company are summarized as under:
| || ||(Rs in Lakhs) |
| ||2016-17 ||2015-16 |
|Gross Revenue ||39.79 ||22.82 |
|Earnings Before Interest Depreciation & Amortisation & Taxes ||19.58 ||2.42 |
|Less: Interest and Finance Charges ||0.04 ||0.00 |
|Less: Depreciation ||1.19 ||1.19 |
|Profit before tax ||18.39 ||1.23 |
|Less: Tax Expenses / Differed Taxes ||12.85 ||0.14 |
|Profit for the year ||5.54 ||1.09 |
|Paid Up Equity Share Capital ||1015 ||1015 |
II. FINANCIAL PERFORMANCE:
During the year under review your company reported Gross Revenue from operations whichare stood at Rs. 39.79 lakhs compared with Rs. 22.82 lakhs in the Previous Year. TheOperating Profit before tax stood at Rs. 19.58 lakhs as against Rs. 2.42 lakhs in thePrevious Year. The Net Profit for the year stood at Rs. 5.54 lakhs against Rs. 1.09 lakhsreported in the Previous Year.
III. TRANSFER TO RESERVES:
During the year under review the Company transferred Rs. 5.54 lakhs to Reserves.
Due to exigencies of funds the Board of Directors did not recommend any dividend forthe Financial Year 2016-2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since your Company does not own any manufacturing facility the requirement pertainingto disclosure of particulars relating to conservation of energy research and developmentand technology absorption as prescribed under the Companies (Disclosure of particulars inthe report of Board of Directors) Rules 1988 are not applicable. The Foreign exchangeearnings and expenditure of the Company during the year under review were Rs. NIL.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 Directors to the best of their knowledge and belief state 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 of theprofit 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 this 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.
e) The directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively.
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.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is attached as ANNEXURE-I to this Report.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors has met six times during the financial year 2016-17. Detailedinformation is given in the Corporate Governance Report.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent directors have submitted the Declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
SECRETARIAL AUDIT REPORT:
The Board has appointed Mrs. Monika Thanvi Practising Company Secretary to conductSecretarial Audit for the financial year ended 31st March 2017. TheSecretarial Audit Report for the financial year ended 31st March 2017 isannexed herewith marked as ANNEXTURE-II to this report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
Pursuant to provisions of Section 139 and other applicable provisions of the CompaniesAct 2013 and the Rules made there under the retiring auditors M/s. G.R. Modi & Co.Chartered Accountants (Firm Registration No.112617W) be and are hereby re-appointed asStatutory Auditors of the Company to hold office for a terms of 5 years from theconclusion of 25th Annual General Meeting (AGM) until the conclusion of the 30thAnnual General Meeting of the Company to be scheduled in 2022 subject to ratification atevery annual general meeting and to fix their remuneration.
The members are therefore requested to re-appoint M/s. G.R. Modi & Co. CharteredAccountants (FRN No.112617W) as statutory auditors of the Company and to fix theirremuneration for the year 2017-18.
The Statutory Audit Report for the year 2016-17 does not contain any qualificationreservation or adverse remark or disclaimer made by the Statutory Auditors.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OFCOMPANIES ACT 2013:
All Related Party Transactions (RPTs) which were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business and did notattract provisions of section 188 of the Companies Act 2013 and were also not materialRPTs under regulation 23 of the SEBI Listing Regulations 2015. During the year 2016-17as required under section 177 of the Companies Act 2013 and regulation 23 of the SEBIListing Regulations 2015 all RPTs were placed before the Audit Committee for approval.
A statement showing the disclosure of transactions with related parties as requiredunder Accounting Standard 18 is set out separately in this Annual Report.
There were no material transactions entered into with related parties during theperiod under review which may have had any potential conflict with the interests of theCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.
The policy on RPTs as approved by Board is uploaded on the Company's websitewww.hazoormultiproject.com
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
The Chairman of the Board had one-on-one meetings with the Independent Directors andthe Chairman of the Nomination and Remuneration Committee had one-on-one meetings with theExecutive and Non-Executive Directors. These meetings were intended to obtain Directors'inputs on effectiveness of Board/Committee processes. The Board considered and discussedthe inputs received from the Directors. Further the Independent Directors at theirmeeting reviewed the performance of Board Chairman of the Board and of Non- ExecutiveDirectors.
During the year under review following changes took place in the composition of theBoard of Directors of the Company:
Appointment/ Re-appointment/ Change in Designation of Director
During the year under review there were no Directors appointed on the Board.
Mrs. Chanda V. Garg Director of the Company will retire by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends her reappointment.
Change in Designation of Director
During the year under review there were no changes in designation of Directors.
KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Ravi Shelke has resigned from the post of CompanySecretary & Compliance Officer w.e.f. 7th November 2016. His contributionto the organization and its success will always be appreciated.
Consequent to resignation of Mr. Ravi Shelke as Company Secretary & ComplianceOfficer Mr. Dilip Bohra has been appointed as Company Secretary & Compliance Officerof the Company with immediate effect from 7th November 2016.
SUBSIDIARY COMPANIES JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review there are no Subsidiary/Holding/Joint Ventures/Associate Companies.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.
ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:
There are no orders passed by the regulator or courts or tribunals against the Companyimpacting status as going concern on its operations.
SECRETARIAL STANDARDS OF ICSI
The Central Government has given approval on 10th April 2015 to theSecretarial Standards specified by the Institute of Company Secretary of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The details pertaining to adequacy of internal financial controls with reference to theFinancial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules 2014are included in Management Discussion & Analysis which forms part of this report.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are placed on the Company's website www.hazoormultiproject.com. Aphysical copy of the same will be made available to any shareholder on request.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available to any shareholder on request as perprovisions of section 136(1) of the said Act.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial controls with reference to the financial statements were adequateand operating effectively
PRESENTATION OF FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2017have been disclosed as per Schedule III to the Companies Act 2013.
Pursuant to Regulation 27(2) of the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 with stock exchanges a separate section titledCorporate Governance' has been included in this Annual Report along with StatutoryAuditor's certificate on its compliance.
The Board place on record their appreciations of the whole hearted and sincereco-operation received by the Company during the year from the employees customers/clients bankers and various Government authorities at all levels.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|MR. V. I. GARG ||MR.PARESH SAMPAT |
|MANAGING DIRECTOR ||NON EXECUTIVE CHAIRMAN |
|(DIN NO. 00409946) ||(DIN NO. 00410185) |
|DATE: 04th August 2017 || |
|PLACE: Mumbai || |