Narendra Investments (Delhi) Limited
Your Directors have pleasure in presenting the 40th Annual Report togetherwith the audited statement of accounts for the year ended 31st March 2017.
The summarized financial results for the year ended 31st March 2017 are as under:
(Amount in )
|Particulars ||2016-17 ||2015-16 |
|Profit before Interest Depreciation and Tax ||2595076 ||1124627 |
|Interest ||147332 ||- |
|Depreciation ||211011 ||- |
|Profit / (Loss) Before Tax ||2236733 ||1124627 |
|Provision for taxation ||538376 ||325921 |
|Profit / (Loss) After Tax ||1698357 ||798706 |
The income and profits of the Company are derived from advisory fees supplemented byprofit on sale of investments. The profit after tax for the year ended 31stMarch 2017 is 1698357/- as compared to 798706/- for the previous year. Management ispleased to inform the shareholders that Board of Directors in its meeting held on 5thApril 2017 approved the plans to venture in the new business ventures to enhance thewealth of the stake holders. Management is planning and evaluating various options inthis regard and would intimate to the BSE Ltd. once the plans are formalised. Furthercompany would take necessary approvals of the shareholders' as well as governmentauthorities wherever applicable to execute the plans.
Your Directors are pleased to recommend maiden dividend of 0.25/- per share (2.5%) on3020000 shares of 10/- each for the FY 2016-17. The dividend if approve by the shareholder at Annual General Meeting will be paid to those share holder whose name appears onregister of member as on date 21st September 2017
The paid up equity share capital as on 31st March 2017 was 30200000/-divided into 3020000 equity share of 10/- each. During the year under review the companyhas not made any fresh issue of shares.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund as required under Sectionof the Companies Act. There are no other statutory amount like outstanding unpaid RefundAmount on Share Applications unpaid interests or principal of Deposits and Debentures etclying with the company which are required to be transferred to Investors Education andProtection Fund.
TARNSFER TO RESERVES
The company does not propose to be transferred out of the current profits to GeneralReserve.
The company has not accepted the fixed deposits during the year under report.
COMPLIANCE WITH THE LISTING AGREEMENT:
Companys shares are listed on BSE Ltd. w.e.f. 13th December 2016and Company has complied with the mandatory provisions of Corporate Governance asstipulated in the Listing Agreement with the Stock Exchange.
SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS
During the year under review there were no significant or material orders passed bythe regulators or court or tribunals impacting the going concern status and CompanyOperations in future.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of theCompany which have occurred between the end of the financial year of the Company i.e.March 31 2017 and the date of the director report
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of 500 crores or more or turnover of1000 crores or more net profit of 5 crores during any financial year have to spend atleast 2% of the average net profit of the Company made during the three immediatelypreceding financial years. Accordingly the provision of CSR activities under CompaniesAct 2013 do not apply to your company.
As required by the existing Regulation 34(3) of the Listing Regulation a detailedreport on Corporate Governance is included in the Annual Report. The Auditors havecertified the Companys compliance of the requirements of Corporate Governance interms of Regulation 34(3) of the Listing Regulation and the same is annexed to the Reporton Corporate Governance.
JOINT VENTURE COMPANY/ASSOCIATES
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.
The Company has no subsidiary as on date of this Balance Sheet.
CONSOLIDATION OF ACCOUNTS
In accordance with the Notification issued by the Ministry of Corporate AffairsGovernment of India to amend the Companies (Accounts) Rules 2014 vide notification dated14th October 2014 No. G.S.R. 723(E) in rule 6 after existing provision ofthe Companies (Accounts) Rules 2014. As such Consolidation of Accounts is not Applicablefor the current financial year.
RELATED PARTY TRANSACTION
All related party transaction that were entered into during the financial year were onan arms length basis and in the ordinary course of business. All the related partytransactions are pre-approved by the Audit Committee. In view of this disclosure in formAOC-2 has not been provided as the same is not applicable to the Company. During the yearthe Company has not entered into any contract/arrangement with related parties which couldbe considered materially significant related party transactions. The details of thetransaction with Related Party are provided in the accompanying financial statement.
EXTRACTS OF ANNUAL RETURNS
The details forming Part of the Extracts of Annual Returns is annexed as per AnnexureA
DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES 2014 (i) CONVERSION OF ENERGY
The Additional information required under the Act relating to conservation of energyare not applicable to your company.
(ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption arenot applicable to your company.
(iii) TECHNOLOGY ABSORPTION
The company has no foreign exchange earnings or outgoes during the year under review.
AUDITORS: Statutory Auditors
The Companys Statutory Auditors M/s SHAH & KATHARIYA Chartered AccountantsMumbai retires as Statutory Auditors at the forthcoming Annual General Meeting and haveexpressed their inability to offer themselves for reappointment in the forth coming AnnualGeneral Meeting. Company has received a certificate under section 139 from the retiringauditors regarding their eligibility for re-appointment as the Companys Auditors forthe year 2017-18.
Pursuant to the provision of Section 138 of the Companies Act 2013 and the Companies(Accountants) Rules 2014 the company has adequate internal audit system.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the company hasappointed M/s Shivam Sharma & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as "Annexure B"
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate internal control systems which provide amongst otherthings adequate support to all its operations and effectively handle the demands of theCompanys financial management systems. The Company has in place effective systemssafeguarding the assets and interest of the Company and ensuring compliance with law andregulations. The Companys internal control systems are supplemented by an extensiveprogramme of internal audit conducted by an external auditor to ensure adequate system ofinternal control.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors Responsibility Statement it is hereby confirmed that: i.In the preparation of the accounts for the financial year ended 31stMarch2017 the applicable Accounting Standards have been followed along with properexplanation relating to material departures; ii. The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2017 and of the profit and loss of the Companyfor the year ended 31st March2017; iii. The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv. The Directors have preparedthe annual accounts for the financial year ended 31st March 2017 on a goingconcern basis. v. The Directors had laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively. vi. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
There is no change in the directorship of the company.
Independent Directors Declaration:
The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
The Board of Directors has carried out an annual evaluation of its own performanceboard committee and individual directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The performance ofcommittee was evaluated by the board after seeking inputs from all the directors on thebasis of the criteria such as the board composition and structure effectiveness of boardprocesses information and functioning etc. The Board subsequently evaluated its ownperformance the working of its Committees (Audit Nomination and Remuneration andStakeholders Relationship Committee) and independent Directors (without participation ofthe relevant Director). The criteria for performance evaluation have been detailed in theCorporate Governance Report attached to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
PARTICULARS OF THE EMPLOYEES:
The information as per Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report. However as per the provisions of Section 136 of the Companies Act2013 the report and accounts are being sent to the Members and others entitled theretoexcluding the information on employees particulars which is available for inspectionby the Members at the Registered Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
SHARE TRANSFER SYSTEM:
Presently the Share Transfer documents received by the Companys Registrar andTransfer Agents in physical form are processed approved and dispatched within a period of5 to 15 days from the date of receipt provided the documents received are complete andthe shares under transfer are not under dispute.
The Companys Demat International Security Identification Number (ISIN) for itsequity shares in NSDL and CDSL is INE666Q01016.
The Directors wish to thank and deeply acknowledge the cooperation and assistancereceived from the Bankers Suppliers and shareholders. The Director also wishes to placeon record their appreciation of the devoted services of employees of the company.
| ||For and on behalf of the Board of Directors |
|Date: 12th August 2017 ||sd/- |
|Place: Thane ||Laxmikant Kabra |
| ||Director |
| ||DIN: 00061346 |