The Board of Directors have pleasure in presenting the Annual Report together withAudited Statement of Accounts for the year ended 31st March 2017.
The Financial results for the year as under:
|Particulars ||2016-17 ||2015-16 |
|Total Income ||46.14 ||66.79 |
|Expenses ||43.90 ||72.93 |
|Profit / (Loss) Before Tax ||2.23 ||(6.14) |
|Provision for Taxation || || |
| Current Tax || || |
| Taxation Adjustment for P.Y. ||0.00 ||0.11 |
| || || |
| Deferred Tax ||(0.11) ||0.30 |
|Profit / (Loss) after Tax ||2.35 ||(6.55) |
STATE OF COMPANY'S AFFAIRS:
The total income of the Company for the current year comes Rs.4613837/- as comparedto Rs.6679262/- for previous financial year. The Company has incurred a profit ofRs.235221/- during the current year as compared to loss of Rs.654700/- for previousfinancial year.
DIVIDEND AND RESERVE :
The Board of Directors do not recommend any Dividend and do not propose any amount ofthe profit to be transferred to reserves.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN:
The Details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure - Aand forms an integral part of this report.
NUMBER OF BOARD MEETINGS:
The Board of Directors duly met Five times during the financial year from 1st April2016 to 31st March 2017. For details of the meetings of the board pleaserefer to the Corporate Governance Report which forms part of this report.
Mr. Siddharth Shantilal Jain (DIN:00370650) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
The Board of Directors has carried out an annual evaluation of its own performance andthat of its Committees and Directors pursuant to the provisions of Section 134(3)(p) ofthe Companies Act 2013 and SEBI (Listing Obligation & Disclosure Requirement)Regulations 2015. The performance of the Board and committees were evaluated by the Boardon the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc. In a separate meeting of independentDirectors performance of non-independent directors performance of the Board as a wholeand performance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors and assessed the quality quantity and timeliness offlow of information between the company management and the Board that is necessary for theBoard to effectively and separately perform the duties.
COMMITTEES OF DIRECTORS:
The details of various Committee of Directors constituted by the Board of Directorsunder various provisions of Companies Act 2013 and Rules made thereunder and ListingRegulations Meetings & Attendance terms of reference and other details are providedin the Corporate Governance Report annexed with the Directors' Report.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
i) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
ii) they have 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 the financial year ended 31 stMarch2017 and of the profit or loss of the company for the same period
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; if any.
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls in the Company that are adequate andwere operating effectively.
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
CONSERVATION OF ENERGY ETC. :
The Company has no activities having conservation of Energy or technologicalabsorption. The Company didn't have any foreign Expenditure or Earnings during the yearunder review.
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.
As per the Companies Act 2013 auditors are permitted to hold office for a maximumperiod of 10 years continuously. The law provides time of three years to comply with thenew requirements. M/s. Vijay R. Tater & Co. Chartered Accountants has been theStatutory Auditors of the Company for more than 10 years. In order to comply with therequirements of law M/s. Vijay R. Tater & Co. Chartered Accountants have informedthe Company that they do not wish to seek re-appointment at the forthcoming annual generalmeeting. The Board of Directors on the recommendations of the Audit Committee hasdecided to recommend to the shareholders the appointment of M/s. B. Maheshwari & Co.Chartered Accountants (Firm Regn. No. 105839W) as the Statutory Auditors of the Companyfor a period of 5 years from the conclusion of the 35thannual general meetinguntil the conclusion of the 40thannual general meeting of the Company subjectto ratification annually by shareholders if required by law. M/s B. Maheshwari& Co.have given their consent to act as Statutory Auditor and have also confirmed that theirappointment if made shall be in accordance with the provisions of the Companies Act2013
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as part ofthis report as Annexure-B.
LISTING AGREEMENT WITH STOCK EXCHANGE:
Pursuant to the provisions of Listing Regulations the Company declares that the EquityShare of the Company are listed on the BSE Limited (BSE). The Company has entered into newListing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 within the prescribed time limit.
The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBSE where the Company's shares are listed.
DEMATERIALISATION OF SHARES:
86.01% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch2017 and balance 13.99% is in physical form. The Company's Registrar is M/s. PurvaSharegistry (India) Private Limited having their Registered office at 9 Shiv ShaktiIndustrial Estate J.R.Boricha Marg Lower Parel (East) Mumbai - 400011.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report has beenenclosed herewith as per Annexure -C and forming part of the Directors' Report.
CORPORATE GOVERNANCE :
It is not mandated to company to give a report on Corporate Governance as theprovisions of SEBI Listing Regulations regarding Corporate Governance is not applicable tothe Company but for better governance a separate Report on Corporate Governance for theyear ended on 31st March 2017 is attached herewith as a part of this reportviz Annexure -D.
A certificate on its compliance from M/s. N S J D &Associates CharteredAccountant is obtained and annexed to the Corporate Governance Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
The Company has a Vigil mechanism and whistle blower policy under which the employeesare free to report any act of serious misconduct or wrongful activity being occurred orsuspected to occur within the organization. No employee of the Company is denied access tothe Audit Committee.
RELATED PARTY TRANSACTIONS:
Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of contracts or arrangements entered into by theCompany with Related Parties have been done at arm's length and are in the ordinary courseof business. Hence no particulars are being provided in Form AOC-2.
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.
REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company and Directors is furnished hereunder:
|Name ||Designation ||Remuneration paid in FY 2016-17 ||Remuneration paid FY 2015-16. Rs. In Lakhs ||Increase in remuneration from previous year (Rs. In Lakhs) |
|ShantilalMisrimal Jain (DIN:00370624) ||Director || || || |
|SiddharthShantilal Jain (DIN:00370650) ||Director || || || |
|SumitKhanna (DIN:01180220) ||Director || || || |
|VarshaAakesh Gulecha (DIN:07283903) ||Director || || || |
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE ANDFINANCIAL POSITION:
Wholly owned Subsidiary Company:
The Company has subsidiary M/s. Munoth Retail Private Limited as on March 31 2017.There has been no material change in the nature of the business of the subsidiary.
The Financial results of the Subsidiary M/s. Munoth Retail Private Limited for the yearis as under :
|Particulars ||2016-17 ||2015-16 |
|Total Income || || |
|Total Expenditure ||0.1 ||133.51 |
|Profit/(Loss) before Tax ||JML ||(133.51) |
|Provision for Taxation: || || |
|- Current Tax || || |
|Profit/(Loss) after Taxation ||CM! ||(133.51) |
As required under SEBI Listing Regulations consolidated financial statement of theCompany and its subsidiary is attached. The consolidated financial statement has beenprepared in accordance with section 129(3) of the Companies Act 2013. The consolidatedfinancial statement discloses the assets liabilities income expenses and other detailsof the Company and its subsidiary
Joint Venture or Associate Companies:
The Company does not have any joint venture or associate companies within the meaningof Section 2(6) of the Companies Act 2013.
The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting standards viz. AS-21 issued by the institute of Chartered Accountantsof India and forms a part of this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a sound Internal Control System which is in tune of its volume and lineof operations. The Company has clearly laid down policies guidelines and procedures thatform part of the internal control system which provide for automatic checks and balances.All operating parameters are monitored and controlled. Regular internal audit and checksensure the effectiveness and efficiency of these systems to ensure that all assets areprotected against loss and that the financial and operational information is complete andaccurate.
The internal audit is entrusted to M/s. Pankaj K. Shah Associates a reputed firm ofChartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry. Audit plays a key role in providing assurance to the Board ofDirectors. To maintain its objectivity and independence the internal Audit functionreports to the Audit Committee.
1. The Company has shifted its registered office from State of Maharashtra to the Stateof Gujarat.
2. During the year under review there has been no change in the nature of business ofthe Company and there is no material change and/or commitments affecting the financialposition of the Company during the period from 31st March 2016 to till the date of thisreport.
3. During the year under review there was no significant and/or material orders passedby the Regulators/Courts that would impact the going concern status of the Company and itsfuture operation.
4. The Company does not provide any loan or other financial arrangement to itsemployees or Directors or Key Managerial Personnel for purchase of its own shares andhence the disclosure under section 67(3)(c) of the Companies Act 2013 does not require.
5. The Disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules2014 is not provided as the Company does not have any equity shares with differentialvoting rights.
6. There were no complaints received and reported under the Prevention of SexualHarassment of Women at Workplace (Prevention Prohibition &Redressal) ACT 2013.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.
Your Directors wish to place on record their appreciation for the dedicated efforts putin by the Employees of the Company at all levels.
ON BEHALF OF THE BOARD OF DIRECTORS
|Date: 04.09.2017 || || |
|Place: Ahmedabad ||DIRECTOR ||DIRECTOR |
| ||(DIN:00370624) ||(DIN:00370650) |