Your directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company together with its Audited Accounts for the yearended 31st March 2016.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year endedMarch 31 2016 are as under:
(Amount in `)
|Particular ||2015-2016 ||2014-2015 |
|Gross income from Operation/Sales of shares ||1269500 ||733500 |
|Less : Total Expenditure ||1241290 ||710095 |
|Gross Profit /(Loss) before Interest Depreciation and Tax ||44370 ||28134 |
|Profit / (Loss) Before Tax ||28210 ||23405 |
|Profit / (Loss) After Tax ||23750 ||23430 |
|Prior Period Items || || |
|Special Reserve Fund (RBI) ||5921 ||3515 |
|Balance of Profit / (Loss) brought forward ||(3966761) ||(3954018) |
|Balance carried to the Balance Sheet ||(3948932) ||(3966761) |
On account of overall economic slowdown liquidity crisis faced by the Company andblocking of investment. Your Company is striving hard to restructure its businessactivities and also trying new avenues to provide impetus to the operations of the Companyand achieve target as per business plan of the Company.
3. NATURE OF BUSINESS:
The Company is engaged in the activities of NBFC.
There was no change in the nature of the business of the Company during the year underreview.
4. SHARE CAPITAL:
The paid up Equity Share Capital as on March 31 2016 was `72308000/-.
A) Issue of equity shares with differential rights:
During the year under review the Company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares:
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.
In view of inadequacy of distributable profits your directors express their inabilityto recommend a dividend on Equity Shares of the Company for the year under review.
6. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
7. DIRECTORS AND KMP: a) Changes in Directors and Key Managerial Personnel:
Mr. Uttareshwar Vyas will retire at the forthcoming Annual General Meeting of theCompany and being eligible offer himself for reappointment.
During the year under review Company has accepted resignation of Mr. Aji P George andMr. Anil Bhandari from the post of Directorship of the Company on 30/09/2015.
Company has also accepted resignation of Mr. Shekhavat Harisinh and Mrs. RaginiToshniwal from the post of Directorship of the Company on 14/12/2015.
The Company has appointed Mr. Ramkaran Saini as an additional director of the Companyon 27/09/2015.
The Board at his meeting held on 14th December 2015 has appointed Mr.Amarjeetsingh Gurudevsingh Pannu as Key Managerial Personnel as Chief Financial Officer inthe place of Mr. Jayendrasinh Vaghela who was resigned on 14th December 2015.
b) Declaration by an Independent Director(s) and reappointment if any:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
8. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure-A".
9. NUMBER OF BOARD MEETING:
During the year the Board of Directors met 10 times. The details of the board meetingsare provided in Corporate Governance Report.
10. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2016 and of theprofit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
A. Statutory Auditors:
The Company had received Notice of Resignation dated 13th August 2015under Section 140(4) read with Section 115 of the Companies Act 2013 from M/s Naimish NShah & Co. Chartered Accountants Ahmedabad in its capacity as a Statutory Auditorsof the Company and the Board have recommended appointment of M/s. Niraj N. Thakkar &co. Chartered Accountants Ahmedabad as Statutory Auditors in place M/s Naimish N Shah& Co. Chartered Accountants Ahmedabad the retiring Statutory Auditors.
The change in the Statutory Auditor is proposed in order to remain at the forefront ofgood governance and in recognition of regulatory changes under the Companies Act 2013.The Company has sent a copy of the said Special Notice to the retiring Statutory Auditors.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as
Reply for qualification Remark in Secretarial Audit Report:
The company has informed to the promoters holding 14.51% of the paid up capital inPhysical mode about the requirement of their respecting holding in dematerialized modeonly.
12. TRANSFER TO RESERVES:
It is proposed to transfer `5921 to reserves out of the profits earned duringFY2015-16.
13. FIXED DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2016.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are NIL.
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts which wouldimpact the going concern status of the Company and its future operations.
17. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
18. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either /or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.
19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self-certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.
21. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company has been proactive in the following principles and practices of goodcorporate governance. A report in line with the requirements of Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the report onManagement Discussion and Analysis and the Corporate Governance practices followed by theCompany and the Auditors Certificate on Compliance of mandatory requirements are given asan "Annexure "C & D" respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the Stock Exchanges the Corporate Governance Report Management Discussion andAnalysis and the Auditors Certificate regarding compliance of conditions ofCorporate Governance are attached separately and form part of the Annual Report.
22. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompanys vision and strategy to deliver good performance.
23. CORPORATE SOCIAL RESPONSIBILITIES:
Corporate Social Responsibility under section 135(1) of Companies Act 2013 is notapplicable as the Company does not have net worth of ` 500.00 crores does not haveturnover ` 1000.00 crores and does not have net profit of ` 5.00 crores during thefinancial year and hence the company is exempted to comply the provision of section134(4)(o) of Companies Act 2013.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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 is annexed herewith as"Annexure-E".
25. PARTICULARS OF EMPLOYEES:
None of the top ten employees of the Company drew remuneration of `10200000/- ormore per annum or ` 850000/-or more per month during the year as per amendment byMinistry of Corporate Affairs dated 30th June 2016. Hence no information isrequired to be furnished as required under Rule 5(2) and 5(3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
| ||By Order of the Board of Directors || || |
| ||Ramkaran Saini ||Uttareshwar Vyas ||Bhanwar Kanvar |
|Place : Ahmedabad ||Director ||Director ||Director |
|Date : 20/08/2016 ||DIN: 00439446 ||DIN: 01905833 ||DIN: 07192414 |