TO THE MEMBERS
Your Directors have pleasure in presenting their Report together with the AuditedAccounts for the year ended 31st March 2016
|FINANCIAL RESULTS ||(Rs.) |
|Profit / Loss After Tax ||(41672414.38) |
|Add:- Brought forward Loss from earlier year ||(2492254.47) |
|Balance carried to Balance Sheet ||(44164668.85) |
The Board of Directors do not recommend any dividend for the year.
SPECIAL RESOLUTIONS PASSED THROUGH POSTAL BALLOT
No special resolution was passed through postal ballot during the Financial Year2015-16. None of the businesses proposed to be transacted in the ensuing Annual GeneralMeeting require passing a special resolution through postal ballot
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
M/s M.C Jain and company Chartered accountant has expressed there unwillingness tocontinue as auditors of the company. In their place on the recommendation of auditcommittee board recommends the appointment of M/s Santosh Sushma & Kesri as statutoryauditors for a period of 5 years.
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 M/s Suchita Gupta & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure-A.
During the year the Company did not accept any deposits from the public within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review company has not given any loans Guarantee or made anyinvestments covered under the provisions of Section 186 of the Companies Act 2013.
The Company does not have any subsidiary.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
DIRECTORS & KMP
(i) Retirement by rotation
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Anand Aggarwal retires by rotation and is eligible forreappointment.
(ii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
(iii) Board Evaluation
In compliance with the provisions of the Companies Act 2013 the Board has carried outan annual performance evaluation of its own performance.
(iv) Board Meetings
During the year four (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 (v) During the Year Mr. E. Mohandas and Mr.Mukesh Kakkar were appointed as CEO and CFO of the company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-B
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 lacs during the financial year 2015-16.
The information in accordance with the provisions of Section 197 of the CompaniesAct2013 read with rule 5 of the Companies ( Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is also not applicable to company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Since Company is not doing any manufacturing operations information relating toConservation of Energy Technology absorption and foreign exchange earnings and outgo asrequired under Section 134(3) (m) of the companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is not applicable.
RELATED PARTY TRANSACTIONS:-
No related Party Transaction were entered into during the financial year 2015-16.
CODE OF CONDUCT
The company has adopted code of conduct. The code of business conduct & Ethics asapproved by the Board of Directors has been displayed at the website of the company www.Pasupatificap.com
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 the Company has formulated aWhistle Blower Policy to establish a vigil mechanism for directors and employees of theCompany. A vigil (Whistle Blower) mechanism provides a channel to the employees anddirectors to report to the management concerns about unethical behaviour actual orsuspected fraud or violation of the Code of Conduct or policy. The mechanism provides foradequate safeguards against victimization of employees and directors to avail of themechanism and also provide for direct access to the Chairperson of the Audit Committee.The Whistle Blower Policy of the Company has been uploaded and can be viewed on theCompany's website.
| ||FOR AND ON BEHALF OF ||BOARD OF DIRECTORS |
| ||SD/- ||SD/- |
| ||VIDIT JAIN ||REKHA SHARMA |
|Place : New Delhi ||DIRECTOR ||DIRECTOR |
|Dated: 13-8-2016 ||(Din-01347588) ||(Din-2660066) |
PASUPATI FINCAP LIMITED
VILLAGE KAPRIWAS DHARUHERA
DISTRICT REWARI HARYANA
Our report of even date is to be read along with this letter
1. Maintenance of Secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we follow provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.
4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provision of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited toverification of procedures on test basis.
6. The secretarial audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the management has conducted theaffairs of the company.
Place: New Delhi