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Inanna Fashion and Trends Ltd.

BSE: 521167 Sector: Others
NSE: N.A. ISIN Code: INE485D01035
BSE LIVE 15:40 | 11 Dec 7.21 -0.05
(-0.69%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.11
PREVIOUS CLOSE 7.26
VOLUME 2146
52-Week high 8.59
52-Week low 6.00
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.11
CLOSE 7.26
VOLUME 2146
52-Week high 8.59
52-Week low 6.00
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inanna Fashion and Trends Ltd. (INANNAFASHION) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 24th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. FINANCIAL RESULTS:

Particulars (Standalone)

(Amount in INR)

2016-17 2015-16
Total Income 21389904 90821444
Total Expenditure 34425186 93796949
Profit before exceptional items and Tax (13035282) (2975505)
Less: Exceptional items - -
Profit before Tax (13035282) (2975505)
Less: Current Tax (Net of MAT Credit) - -
Previous Year Tax - -
Deferred Tax 19976 8414
Profit For the Year (13015305) (2967091)
Earning per Equity Share (Face Value: Rs. 5/-)
Basic (0.61) (0.14)
Diluted (0.61) (0.14)

REVIEW OF OPERATIONS

The Company during the financial year under review has generated revenue of Rs. 213.89lacs (previous year Rs. 908.21 lacs) resulting in loss of Rs. 130.35 lacs (loss inprevious year Rs.29.75 lacs) and the total expenditure during the year is Rs. 344.25 lacsagainst expenditure of previous year was Rs. 937.97 lacs.

2. DIVIDEND:

There were no profits earned during the year and therefore not declared any dividendfor the current financial year.

3. TRANSFER TO RESERVES:

There are no amounts transferred to Reserves during the year under review. Howevercredit balance of Profit and Loss Account is transferred to Reserves and Surplus inBalance Sheet.

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR (COVERED UNDER INDUSTRY STRUCTURE ANDDEVELOPMENT OF MANAGEMENT DISCUSSION AND ANALYSIS):

In FY 2010-2011 we had commenced the process for diversification but our efforts werenot successful due to several factors and the project was not able commence as initiallyplanned. Further trading in the securities of our company was suspended by the BombayStock Exchange with effect from Thursday March 31 2016 due to a surveillance measure.Bombay Stock Exchange vide Notice No. 20170223-24 dated 23rd February 2017 revoked thesuspension in trading of equity shares of the Company with effect from

Wednesday March 01 2017. As a result we were unable to renew the contracts. Thus weare now evaluating all options towards new business lines.

5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments between end of the financial year anddate of report.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' 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 and ofthe profit and loss 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; 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.

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint ventures and associate company.

8. DEPOSITS:

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

9. CASH FLOW STATEMENT:

Cash flow statement in pursuant to regulation 34(2)(c) of LODR Regulation 2015 isattached and form part of the report.

10. SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31 2017 was Rs. 106620390/- comprising21324078 Equity Shares of Rs. 5/- each.

11. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligation And Disclosure Requirement) Regulation 2015the Management discussion and Analysis Report which forms part of this Annual Report.

14. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the ListingRegulations and Inanna Fashion and Trends Limited (Formerly known as Frontline BusinessSolution Limited) as corporate governance norms. The Company is in compliance with theprovisions on corporate governance specified in the Listing Agreement with BSE. TheCompliance certificate from M/s. P. C. Baradiya & Co. Chartered Accountants regardingcompliance of conditions of corporate governance as stipulated in Listing Regulations hasbeen annexed with the report.

15. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2016-2017 nocomplaints were received by the Company related to sexual harassment.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Sandeep Mhaske (DIN: 03000052) was appointed as an Additional Independent Directorby the Board of Directors on 10th April 2017. The Company has received anotice in writing under Section 160 of the Companies Act 2013 from a member proposing hiscandidature for the office of Independent Director of the Company not liable to retire byrotation to hold office for five years effective from the date of appointment by theBoard that is from 10th April 2017 to 9th April 2022.

17. DECLARATION OF INDEPENDENT DIRECTOR:

The Company has received declaration from Independent Director that they meet thecriteria of independence as laid down under Section 149(6) of the Act.

18. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working if its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

19. BOARD AND BOARD COMMITTEES:

The details of Board Meetings held during the year attendance of the directors at themeetings and details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.

20. MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".

The details of remuneration paid to the Managing Director of the Company are given inForm MGT-9 forming part of the Directors Report.

21. PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration falling within the limits specified underSection 134(3) and 197 of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 2011 hence no statement is enclosed.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans or given guarantees or made any investmentscovered under the provisions of Section 186 of the Companies Act 2013

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

24. RELATED PARTY TRANSACTIONS:

During the financial year 2016-17 your Company has not executed any transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014. During the financial year2016-17 there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The securities of the company were suspended for trading by the Bombay Stock Exchangeas a Surveillance Measure vide Notice No. 2016032815 dated 28 Mar 2016. Bombay StockExchange vide Notice No. 20170223-24 dated 23rd February 2017 revoked the suspension intrading of equity shares of the Company with effect from Wednesday March 01 2017.

Also the case filed by Mr. Anilkumar Poddar before the National Company Law TribunalMumbai Bench related to the inspection of statutory registers etc was dismissed by thecourt on 18th July 2016. This was because the Bench deemed it infractuous since theinspection had already been provided.

Apart from above there are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:

• Energy Conservation: During the period under review there was no Energyconservation.

• Technology Absorption: During the period under review there was noTechnology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review therewas no foreign exchange earnings or out flow.

27. STATUTORY AUDITORS:

The Company pursuant to section 139 of the Companies Act 2013 and rules framedthereunder in the previous Annual General Meeting held on 29th September 2014had appointed M/s. P. C. Baradiya & Co. Chartered Accountants as the Auditor of theCompany who shall hold office till the conclusion of sixth Annual General Meeting of theCompany. However auditor have shown their unwillingness to continue as Auditor for theremaining term after 24th Annual General Meeting.

M/s. B.N. Kedia & Co. Chartered Accountant have express their willingness to getappointed as the Statutory Auditor of the Company and has furnished a certificate of theireligibility and consent under section 141 of the Companies act 2013 and the rules framedthereunder. As required under Regulation 33 of SEBI (Listing obligation and disclosurerequirement) Regulations 2015 the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

The Board after discussion with Audit Committee recommends the appointment of M/s. B.N. Kedia & Co. Chartered Accountants Mumbai at the ensuing Annual General Meeting ofthe Company.

28. AUDITORS' OBSERVATION & REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

29. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has M/s. S GParekh & Co. for conducting secretarial audit of the Company for the financial year2016-2017.

The Secretarial Audit Report is annexed herewith as "Annexure B".

The Qualification of Secretarial Auditor in its report and the Company' responsethereto is setforth below:

1. The Company has not appointed Company Secretary and Chief Financial Officer as theKey Managerial Personnel as required under the provisions of Sec 203(1)(ii) & (iii)read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

2. The Company has not designate Qualified Company Secretary as a Compliance officer asrequired under the Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015

Company's Response to the above Qualifications:

During the year under review all effort were made by the Company to fill up theposition of Company Secretary and CFO but could not find a suitable candidate for the saidposition.

3. The Composition of Board of Directors is not proper and adequate as required underSec 149 (4) and Sec 152(6) of Companies Act 2013 and under Regulation 17(1) (b) of SEBI(Listing Obligation And Disclosure Requirement) Regulation 2015.

4. The Composition of Audit committee is not adequate and proper as required under Sec177 (2) of Companies Act 2013 and under Regulation 18(1) (b) of SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015

5. The Composition of the Nomination and remuneration Committee is not adequate andproper as required under Sec 178(1) of Companies Act 2013 and under Regulation 19(1) (b)and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

6. Pursuant to Clause VII of Schedule IV of the Companies Act 2013 read withRegulation 25(3) of SEBI (Listing Obligation And Disclosure Requirement) Regulation 2015requires that the independent directors of the company shall hold at least one meeting ina year without the attendance of nonindependent directors and members of management. Asthere is only one Independent Director on the Board of the Company separate meeting ofIndependent Directors was not possible.

Company's Response to the above Qualifications:

During the FY 2016-17 the company could not identified a suitable candidate to fill upthe vacancy of a Non - Executive Independent Director. In April 2017 the Board hasappointed Mr. Sandeep Mhaske as an Additional Independent Director and accordingly as ondate of Boards' Report the Company has complied with the with the provisions of theCompanies Act 2013 and SEBI (Listing Obligation And Disclosure Requirement) Regulation2015.

7. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)Regulation 2015 Section 108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Rules 2014 and Section 91 of the Companies Act 2013 readwith Rule 10 of the Companies (Management and Administration) Rules 2014 - NonPublication of Results Audited and Unaudited in newspaper.

Company's Response to the above Qualifications:

The Company has not been doing that since the financial position of the Company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain

8. The website of the Company is not updated and the website does not have details offinancial data policies as required under Regulations 46 of SEBI (Listing Obligation AndDisclosure Requirement) Regulation 2015.

Company's Response to the above Qualifications:

During the year under review there was no Company Secretary in the Company and themanagement of the Company was not having professional assistance providing proper guidancewith rules & regulations applicable to the Company for the time being in force. Alsothe management of the Company was not aware with the Compliance of applicable amendedprovisions of the Act due to which the Company skipped giving disclosures of fewmandatory Compliances. In April 2017 the Company have created its website and compliedwith the Regulations 46 of SEBI (Listing Obligation And Disclosure Requirement)Regulation 2015.

9. The Company has not appointed internal auditor as required under Sec 138 of theCompanies Act 2013. Company's Response to the above Qualifications:

During the period under review the Company has not entered into substantial financialtransactions and hence the Company has not appointed Internal Auditor. However the Companyhas adequate mechanism for internal financial control.

10. The Company has changed its name from Frontline Business Solutions Limited toInanna Fashion and Trends Limited. The change of name of the Company in the records of BSEis pending.

Company's Response to the above Qualifications:

The Company has already filed an application with BSE for change of name of the Companyand it is under process

30. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.

31. CHANGE IN NAME AND MAIN OBJECT OF THE COMAPANY:

The name of the Company has been changed from M/s. Frontline Business Solutions Limitedto M/s. Inanna Fashion and Trends Limited. However Bombay Stock Exchange has not yettaken on its record the change in name for want of compliance related to commencement ofnew business and generating revenue from the new activity.

32. ACKNOWLEDGEMENTS:

Your Directors thank the Company's bankers financial institutions Central Governmentother government authorities and shareholders for their consistent support to the Company.The Directors also sincerely acknowledge to the significant contributions made by allstake holders for their dedicated services and support to the Company.

On behalf of Board of Directors
Place: Mumbai Natwar Sureka Manju Sureka
Date: 14/08/2017 Managing Director Director
DIN:01296522 DIN:01362461