Indo Pacific Projects Limited
Your Directors are pleased to present 35thAnnual Report and the auditedfinancial statements for the financial year ended on 31st March 2017.
HIGHLIGHTS OF PERFORMANCE:
During the year under review the performance ofyour company was as under:
(Rs. In lakhs)
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Revenue from operations ||521.63 ||846.01 |
|Total Revenue ||529.89 ||852.14 |
|Profit/(Loss) before taxation ||(60.48) ||34.55 |
|Less: Tax Expense ( Current tax) ||0.00 ||10.67 |
|Less: Deferred Tax for the year ||22.96 ||12.96 |
|Profit/(Loss) after tax ||(83.44) ||10.92 |
|Earnings per share (EPS) ||(0.08) ||0.01 |
The financial performance of the Company for the year ended on 31st March2017 is summarized below:
RESULTS OF OPERATIONS:
During the year under review revenue from operations decreased by 38.34% to 521.63lakhs. The Profit before Tax has slumped to a loss of Rs. 60.48 lakhs.
The Loss after Tax has been Rs. 83.44 lakhs as compared to a profit of Rs.10.92 lakhsin the previous year and the EPS has become negative at Re 0.08/share. A detailed analysisof performance for the year has been included in the Management Discussion and Analysiswhich forms part of the Annual Report.
Due to loss incurred during the current financial year the Board of Directors isunable to recommend any dividend for the year ended 31st March 2017.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of the year till theclose of this report which affects the financial position of the Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review there is no change in the nature of business of thecompany.
During the year under review the Company did not accept any deposits from the publicwithin the ambit of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Pursuant to Section 186 of the Companies Act 2013 the details of the Loans givenguarantees on securities provided anc investments made are provided in the notes to thefinancial statement. (Please refer to Note 9 and Note 10 to the financia statements).
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A detailed report on the Corporate Governance practices followed by the Companyunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 hasbeen annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:
Management Discussion and Analysis for the year under review as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of this Annual Report.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered during the financial year were in theordinary course of business and on an arm's length basis. There were no materiallysignificant related party transactions entered into by the Company with PromotersDirectors Key Managerial Personnel or other persons which may have a potential conflictwith the interest of the Company.
I. RETIREMENT BY ROTATION:
In accordance with the provisions of section 15 2  of the Act and in terms ofArticles of Association of the Company Ms. Archana Deepak Wani (DIN: 02366001) will retireby rotation at the ensuing Annual General Meeting and being eligible offers herself forreappointment. The Board recommends her reappointment.
II. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Act stating that they meetthe criteria of independence as provided in section 149 of the Companies Act 2013 andin Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
III. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 particulars of the Directors retiring by rotation and seeking appointment /reappointment at the ensuing Annual General Meeting is annexed to the notice convening 35thAnnual General Meeting.
IV. BOARD EVALUATION:
Pursuant to the provisions of the Act and Rules made there under and as provided underSchedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out the annual performance evaluation of itselfits committees and that of its Directors individually as well as collectively. The mannerin which the evaluation was carried out is provided in the Corporate Governance Reportwhich is part of this Annual Report.
V. REMUNERATION POLICY:
The Board has on the recommendations of Nomination and Remuneration Committee framed aPolicy on selection and appointment of Directors Senior Management and theirremuneration.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134 [c] of the Companies Act 2013 the Directors based on therepresentations received from the operating management and after due enquiry confirmthat:
i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures
ii. they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of financial year as on 31stMarch2017 and of the profit of the company for that period
iii. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities
iv. the annual financial statements are prepared on a going concern basis
v. proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and
vi. proper systems to ensure compliance with the provisions of all applicable laws arein place and are adequate and operating effectively.
During the year under review 6 (Six) Board Meetings were convened and held the detailsof which are given in the Corporate Governance Report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
The details of constitution of the Board and it Committees are given in the CorporateGovernance Report.
I. STATUTORY AUDITORS:
The Statutory Auditors of the Company M/s. Sanjay S. Agarwal & Company CharteredAccountants retire at the conclusion of this Annual General Meeting. The Audit Committeehas recommended to the Board of Directors the appointment of M/s. Harish Dodeja&Co..Chartered Accountants Nagpur as Statutory Auditors of the Company to hold office till theconclusion of the 40th Annual General Meeting i.e. for a period of Fiveconsecutive years provided that the appointment of the auditors shall be placed forratification at every Annual General Meeting.. Accordingly the Board of Directorsrecommends to the members the appointment of M/s. Harish Dodeja& Co. CharteredAccountants Nagpur as Statutory Auditors of the Company. In this regard the Company hasreceived a certificate from the Auditors to effect that if their appointment is approvedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any farther comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
III. SECRETARIAL AUDITOR:
The Board of Director of the company has appointed M/s. Siddharth Sipani&Associates Practicing Company Secretary to conduct Secretarial Audit for the FinancialYear ended 31st March 2017. The Secretarial Audit Report contained the following adverseremarks:
1. The Company has not complied with the provision with respect to Appointment of KeyManagerial Personnel.
2. The Trading of the company restricted on Bombay Stock Exchange for GradedSurveillance Measures (GSM)
3. The Company comes under the list of shell company issued by SEB1.
The company has initiate process to comply the norms as required.
BUSINESS RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
Discussion on risks and concerns are covered in the Management Discussion and AnalysisReport which forms part of this Annual Report.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has internal control systems commensurate with the size scale andcomplexity of its business operations. The scope and functions of internal auditor aredefined and reviewed by the Audit committee. The internal auditor reports to the Chairmanof the Audit Committee. Internal Auditors presents their quarterly report to the AuditCommittee highlighting various observations system and procedure lapses and thecorrective actions taken. The internal auditor also assesses opportunities for improvementof business processes systems and controls to provide recommendations which can addvalue to the organization and it also follows up on the implementation of correctiveactions and processes. The Audit Committee of the Board reviews the internal controlsystems with the management Internal Auditors and Statutory Auditors and the adequacy ofinternal audit function and significant internal audit findings.
The Company has established vigil mechanism policy for Directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation ofCompany's Code of Conduct or Ethics Policy. During the year no such incidents was reportedand no personnel were denied access to the chairman of the audit committee.
EXTRACT OF ANNUAL RETURN:
The relevant information in prescribed Form MGT-9 pertaining to extract of AnnualReturn is attached to this Report as Annexure-"A".
The composition of the board committees of the company are as under:
1) AUDIT COMMITTEE
|Name ||Designation ||Position in Committee |
|1 Mr. Anil Admane ||Non-Executive- Independent Director ||Member |
|2 Mr. Ashok Purohit ||Non-Executive- Independent Director ||Chairperson |
|3 Mr. Nandkuinar Harchandani ||Executive Director ||Member |
2) NOMINATION & REMUNERATION COMMITTEE
|. Name ||Designation ||Position in Committee |
|1 Mr. Ashok Purohit ||Non-Executive- Independent Director ||Chairman |
|2 Mr. Anil Admane ||Non-Executive- Independent Director ||Member |
|3 Ms. Archana Admane ||Non-Executive- Independent Director ||Member |
3) STAKEHOLDERS RELATION COMMITTEE
|Sr.No. Name ||Designation ||Position in Committee |
|1 Mr. Ashok Purohit ||Non-Executive- Independent Director ||Chairman |
|2 Mrs. Archana Admane ||Non-Executive- Independent Director ||Member |
|3 Ms. Archana Wani ||Executive Director ||Member |
4) MEETING OF INDEPENDENT DIRECTORS:
During the year one meeting of the Independent Directors was held on 30thMarch 2017 where the Independent Directors of the Company met without the presence of theChairman and Managing Director or Executive Directors or other Non-Independent Directorsor Key Managerial Personnel. The Meeting of Independent Directors was held in accordancewith the provisions of Schedule IV of the Companies Act 2013 and SEBI ListingRegulations.
PARTICULARS OF EMPLOYEES:
There is no employee drawing salary exceeding the limit prescribed under section 197 ofthe Act read with Rule 5  of The Companies [Appointment and Remuneration of ManagerialPersonnel] Rules 2014.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under section 134[m] of the Act read with theCompanies [Accounts] Rules 2014 is provided as under:
A] CONSERVATION OF ENERGY:
The Company does not use any technology or energy for its existing business except forthe electricity used in olfices and at the sites of the company which is not a significantpart of the construction cost hence it is not practicable to furnish the information inthis connection.
B] TECHNOLOGY ABSORPTION
Your Company is doing its business by ensuring optimum utilization of its availableresources. Your Company has not taken any research & development activity so far. Ithas been executing its projects by using modern techniques modern machineries and byensuring the optimum utilization of its technical professional and skilled manpower.Technology Absorption items: Nil
C] FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not incurred any expenses or income in foreign currency during thefinancial year 2016-17.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
During the year ended 31st March 2017 there were no cases filed or reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
SIGNIFICANT AND MATERIAL ORDERS
The name of the company comes under the list of the shell company list issued by SEBI.In this regards The company has submitted require documents to Bombay Stock Exchange.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in sectionl34  of the Act and Rule 8 of The Companies [Accounts] Rules 2014to the extent the transactions took place on those items during the year.
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.
|Date: 02-09-2017 || |
FOR AND ON BEHALF OF THE BOARD
|Place: NAGPUR ||SD/- || |
| ||NANDKUMAR K. HARCHANDANI ||ARCHANA WANI |
| ||(DIRECTOR) ||(DIRECTOR) |