Your Directors present their Thirty Third Annual Report on the business and operationsof the Company along with the audited Financial Statements of Account for the year ended31st March 2017.
The summarized Financial Highlights of the Company are as follows:
| || |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Revenue from Operations (Net) ||3800.58 ||7926.04 ||3800.58 ||7926.04 |
|Other Income ||460.62 ||974.80 ||460.62 ||974.80 |
|Profit (Loss) before Depreciation Interest & Tax ||133.83 ||(440.41) ||133.83 ||(440.41) |
|Less: Depreciation & Amortisation expenses ||28.04 ||28.69 ||28.04 ||28.69 |
|Less: Finance Costs ||130.14 ||661.54 ||130.14 ||661.54 |
|Profit (Loss) before exceptional and extraordinary items ||(24.35) ||(1130.64) ||(24.35) ||(1130.64) |
|Exceptional items ||35.00 ||51.86 ||35.00 ||51.86 |
|Profit (Loss) before extraordinary items ||10.65 ||(1078.78) ||10.65 ||(1078.78) |
|Extraordinary items ||-- ||-- ||-- ||-- |
|Profit /(Loss) before Tax ||10.65 ||(1078.78) ||10.65 ||(1078.78) |
|Provision for Tax ||- ||- ||- ||- |
|Deferred Tax ||(2.43) ||(1.20) ||(2.43) ||(1.20) |
|Profit /(Loss) after T ax ||13.08 ||(1077.58) ||13.08 ||(1077.58) |
In the view of marginal profits and to conserve resources of the Company yourDirectors have not recommended any dividend for the financial year ended 31st March 2017.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to bebest of their knowledge confirm that -
a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;
b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
To avoid duplication between Directors' Report and the Management Discussion andAnalysis your Directors have presented a composite report.
ECONOMY AND MARKETS
India continues to be one of the fasted growing economy in the world inspite ofdemonetization. According to the World Bank report India's economy is expected to grow by7.2% in the year 2017-2018 and 7.5% in 2018-2019. These expectations are mainly due toincreased capacity outlaw on infrastructure by Government and improved investment climate.Indian economy is on a strong growth trajectory which coupled with its commitment tofiscal discipline its deficit and debt ratios are likely to decline significantly inyears to come.
Property market in India has been going through turbulent time over the last threeyears. Buyers are not comfortable with buying expensive properties. It is beyond theirambit resulting in a slow down in sale of properties. On 8th November 2016 theGovernment of India announced the demonetization of certain currency notes. The Governmentalso placed various restrictions on the convertibility of domestic money and bankdeposits. Though the broad motive behind this announcement was to curb the meanance offake currency notes and abolishing unaccounted money the impact of this move was feltacross all the sectors including real estate. This adversely affected the sales ofproperty bringing it to almost standstill.
REVIEW OF OPERATIONS:
The net revenue from Operations was Rs. 3800.58 Lacs as against Rs.7926.04 Lacs for theF.Y. 2015-16. Total Income including other income for the F.Y. 201617 was Rs.4261.20 Lacsagainst Rs.8900.84 Lacs in the previous year. Though the income was less as compared toprevious year the Company had managed to earn an after tax profit of Rs.13.08 Lacsagainst the loss of Rs.1077.58 lacs due to its reduced expenses.
No amount is transferred to general reserve. SUBSIDIARY COMPANIES & JOINT VENTURES:
The Company does not have any subsidiary.
The Company has joint ventures for development of properties. A separate section on theperformance and financial position of each of the joint venture in Form AOC-1 is annexedas Annexure I and forms part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial accounts are prepared in accordance with the AccountingStandards 21 23 and 27 issued by the Institute of Chartered Accounts of India. The saidconsolidated accounts forms part of this report and accounts.
According to Morgan Stanley research report India's property sector is expected togrow at CAGR of 16% for the next decade. The main demand drivers are rise in per capitaincome rise in median age of population remarkable urbanization and improving regulatoryframe work. Taking all these factors into consideration long term outlook for real estatesector appears to be robust. However more depends on uncertainty surrounding the policyof U.S. administration geo-political risk and its global ramification.
Your Company is in continuous process of identifying viable housing and commercialprojects with minimal risk on account piling inventory. Your Company is fully geared to upto maximize the benefit with improvement in real estate sector.
RISKS AND CONCERNS
The Board of Directors reviews from time to time the financial risk and its control.The management also continuously access the risk involved in the business and all outefforts are made to mitigate the risk with appropriate action. All the assets of theCompany are adequately covered by comprehensive insurance.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has internal financial control systems which are adequate considering thenature and size of its operations. The policies and procedure adopted by the Companyensure the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial information.
The internal audit is carried out by an external firm of Chartered Accountantscovering all the departments. The internal auditor directly reports to the AuditCommittee.
Relations between the management and employees remained cordial through-out the year.The Company had a total 16 permanent employees as on 31st March 2017.
The particulars of employees required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as Annexure II and formspart of this report.
Information required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule2014 and forming part of Directors' Report for the year ended 31st March 2017 is givenin a separate annexure to this report. The said annexure is not being sent alongwith thisreport to the members of the Company in line with the provisions of Section 136 of theCompanies Act 2013. Members who are interested in obtaining these particulars may writeto the Company Secretary of the Company. The aforesaid annexure is also available forinspection by the members at the registered office of the Company 21 days before the 33rdannual general meeting and upto the date of the said annual general meeting during normalbusiness hours on working days.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fulfill any of the three criteria specified in Section 135(1) ofthe Companies Act 2013 and as such is not required to comply with the provisions ofsection 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014.
Your directors regret to inform the sad demise of Mr. Murari Lal Gupta Vice Chairmanand Managing Director of the Company on 20th February 2017. Mr. M.L. Gupta was one of thefounders of the Company. Board of Directors places on record its deep sense ofappreciation for the valued services and guidance provided by Mr. M.L. Gupta during hisstint with the Company.
Mr. Satish Chandra Gupta resigned from the Board on 12th June 2017. Your Directorsplace on record the valued guidance provided by Mr. S.C. Gupta during his tenure with theCompany.
To comply with the requirement of the Companies Act 2013 and Articles of Associationof the Company Mr. Tarun Jain and Mrs. Pushpa Jain shall retire by rotation at theforthcoming Annual General Meeting. Being eligible they offer themselves forreappointment.
Further Mr. Atul Jain who was designated as Wholetime Director earlier wasre-designated as Managing Director of the Company by the Board of Directors in theirmeeting held on 29th May 2017. The said appointment is subject to the approval by Membersin their ensuing Annual General Meeting. Members are requested to approve the same.
KEY MANAGERIAL PERSONNEL:
Mr. Atul Jain is the Managing Director Mr. Tarun Jain is the Whole-time Director andChief Finance Officer of the Company. Mr. Vipul Bhoy is a Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as provided under Section149(6) of the Companies Act 2013.
Four meetings of the Board of Directors and one meeting of Independent Directors wereheld during the year under review. Corporate Governance Report which forms part of thisreport contains the details about the Board meetings as also meeting attended by eachDirector of the Company.
NOMINATION & REMUNERATION POLICY:
The Nomination and Remuneration Policy recommended by the Nomination & RemunerationCommittee is duly approved and adopted by the Board of Directors. The said policy isannexed to the report as Annexure III.
Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors had done the annual evaluation ofits own performance its committees and individual directors. The Nomination andRemuneration Committee reviewed the performance of the individual directors on the basisof criteria such as the contribution of the individual director to the Board and committeemeetings.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews of executive directors and non-executive directors.
Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Act 2013 has been dealt with in the corporate governance report whichforms part of the Directors' Report.
The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The details pertaining to the audit committeeare included in the Corporate Governance Report which forms part of this report.
In line with the requirement of the Companies Act 2013 as also SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hasconstituted committees. Details of these committees along with their terms of referencecomposition and meetings held during the year are provided in the Corporate GovernanceReport.
A separate report on Corporate Governance is annexed which forms part of this report.A certificate of CEO and CFO of the Company confirming the correctness of the financialand cash flow statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee is also annexed and forms part this Directors' Report.
RELATED PARTY TRANSACTIONS:
The Company has formulated policy on dealing with Related Party Transactions a copy ofwhich is available on the website of the Company. All the related party transactions havebeen entered into by the Company in the ordinary course of business and on arm's lengthbasis.
During the year the Company had not entered into any transaction referred to insection 188 of the Companies Act 2013 with related parties which could be consideredmaterial under SEBI (LODR) Regulations 2015. Accordingly the disclosure of relatedparty transactions as required under section 134(3)(h) read with rule 8(2) of theCompanies (Accounts) Rules 2014 of the Companies Act in form AOC-2 is not applicable.
The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy adopted by the Board of Directors is hosted onthe website of the Company.
EXTRACT OF ANNUAL RETURN:
As required under the provisions of section 92(3) and 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 an extract of theannual return for the year ended 31st March 2017 is annexed to this report as Annexure -IV.
LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loan or guarantee nor has made any investment during thefinancial year 2016-17 attracting the provisions of section 186 of the Companies' Act2013.
MATERIAL CHANGES AND COMMITMENTS:
There have not been any material changes and commitments affecting the financialposition of the Company between the financial year ended 31st March 2017 and the date ofthe Directors Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Companies Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
During the year under review there were no material and significant orders passed byany of the regulators or courts or tribunals impacting the going concern status and theCompany's operations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
In view of the nature of business activities of the Company provisions of Section 134of the Companies Act 2013 read with the Companies (Disclosures' of Particular in theReport of the Board of Directors) Rules 2014 regarding conservation of energy andtechnology absorption are not applicable to the Company.
There were no foreign exchange earnings and expenses during the year under review.
According to Directors there is no adverse remarks made by Statutory Auditors in theirreport. Notes to the accounts are self explanatory to comments/observation made by theauditors in their report. Hence no separate explanation is given.
Majithia & Associates Chartered Accountants Statutory Auditors of your Companyshall retire at the forthcoming Annual General Meeting. However they are eligible forreappointment. Pursuant to Section 139 (2) of the Companies Act 2013 Audit Committee andthe Board of Directors of the Company have recommended their appointment for a period offive years i.e. from the conclusion of the 33rd Annual General Meeting till the conclusionof the 38th AGM. M/s. Majithia & Associates have confirmed that their appointment ifmade will be within the eligibility criteria prescribed under Section 141 (3) of theCompanies Act 2013.
Members are requested to appoint the Auditors and fix their remuneration.
SECRETARIAL AUDIT REPORT
During the year Secretarial Audit was carried out by Mr. Upendra C. Shukla PracticingCompany Secretary for the financial year 2016-17. The report on the Secretarial Audit isappended as Annexure V to this report. According to the Board of Directors the report doesnot have any adverse remark.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
In compliance to the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 your Company has a duly constituted an internalcomplaint committee. The Committee has formulated policy to ensure protection to itsfemale employees.
Statement in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute forward looking statements within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.
Yours Directors thank the customers vendors joint venture partners and bankers fortheir unstinted support. Your Directors would also like to thank the employees at alllevel for their hard and dedicated work and contribution.
For and on behalf of the Board of Directors
|ATUL JAIN ||TARUN JAIN |
|(MANAGING DIRECTOR) ||(WHOLE TIME DIRECTOR) |
|Place: Mumbai || |
|Date: 14th August 2017 || |