Your Directors are pleased to present 1S1 Annual Report on the business andoperations of your Company and the audited financial Statement for the period ended 31slMarch 2016 and Auditor's report thereon.
OPERATIONAL AND FINANCIAL RESULT
The Financial Result of the Company's for the period from 31" December 2015 (Dateof incorporation) to 31sl March 2016 are as under:
| ||(Rs. in Lacs) |
|Particulars ||Current Year |
|Revenue from operation ||530.33 |
|Other income ||2.35 |
|Financial Cost ||(33.92) |
|Depreciation and amortization expenses ||(46.26) |
|Profit before exceptional and extraordinary items and tax (A-B) ||(55.42) |
|Exceptional Items ||0 |
|Profit before extraordinary items and tax ||(55.42) |
|Extraordinary Items ||0 |
|Profit before tax ||(55.42) |
|Tax Expenses : |
1. Current Tax
2. Deferred Tax (8.04)
|Profit /Loss from the period from continuing operations ||(63.46) |
|Profit / Loss for the Period ||(63.46) |
During the year under review the Company's performance from the date of incorporation31.12.2016 to 31.03.2016 recorded as Net Sales of the Company recorded at Rs. 530.33 Lacs. The Company achieved the Net Loss of Rs. 63.46 Lacs.
Management of the Company is committed to the growth and hopes to improve theperformance in coming years.
Your Directors are still constrained not to recommend any dividend for the year keepingin view the need of funds for expansion and working capital.
TRANSFER TO RESERVE
The company does not propose to transfer any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Structure of the Board
The Board of Directors of the Company is formed in terms of the provisions of theCompanies Act 2013 and consist the following:
|Sr. No. ||Directors & Key Managerial Personnel ||Designation |
|1. ||Shri Suresh Upadhyay ||Whole Time Director |
|2. ||Shri Abhishek Upadhyay ||Managing Director |
|3. ||Shri Vinod Kumar Jain ||Independent Director |
|4. ||Ms Asha Upadhyay ||Director |
|5. ||Ms Meeta Raina ||Independent Director |
|6. ||Shri Abhinav Upadhyay ||Chief Financial Officer |
|7. ||Mr. Youdhveer Singh Rathore ||Company Secretary |
(b) Retirement by Rotation
In accordance with the provision of the Act AshaUpadhyay (DIN:07396269) Director ofthe Company retire by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for reappointment.
At the Board Meeting held on January 30 2016 M/s Nenawati& Associates CharteredAccountants Udaipur were appointed as Statutory Auditor of the Company to hold officetill the conclusion of the 1sl Annual General Meeting. Your Directors recommendfor their re-appointment.
The observations made in the Auditor's report read together with the relevant notesthereon are self- explanatory and hence do not call for any further comments undersection 134 of the Companies Act2013.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualifications reservations or adverse remarks made by the Auditors intheir respective reports.
Loan. Guarantees or Investment
The Company has not given any Loan Guarantee and also not made any Investmentsincompliance of Section 186 of the Companies Act2013 during the Financial Year.
NUMBER OF BOARD MEETINGS
The Board of Directors of your Company met 4 (four) times during the period from31.12.2016 to 31.03.2016 on January 01 2016 January 15 2016 January 30 2016 March 282016 to discuss and approve various matters.
The Company has not accepted or renewed any fixed deposits during the year under reviewand no fixed deposit is outstanding for payment at the year ended 31Nl March2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no materially significant related party transactions entered by the Companywith Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the Company.All related party transactions havebeen done at arm's length price and in the ordinary course of the business with the priorapproval of the Board of the Company.
Since there were no related party transaction during the year under review except inthe ordinary course of business and Form AOC-2 as prescribed under section 134(3)(h) ofthe Companies Act 2013 is enclosed asAnnexure 'A'.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts)Rules2014 is enclosed as Annexure-'B'.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 31 2016.
The Company has devised proper system to identify the risks involved in the business ofthe company. There is system to mitigate the risk involved in the business of the companyusing the internal controls of the company and necessary steps to reduce the risk factorsinvolved in the business of the company were taken from time to time.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure 'C' to thisReport.
DETAILS OF SUBSIDIARY ASSOCIATE COMPANY
The Company does not have any subsidiary joint venture & associate company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.'
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3)of Section 134 of the
Companies Act 2013 the Board of Directors of the Company hereby state and confirm that
(a) In the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
(b) They have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) They have prepared the Annual Accounts 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; and
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013
The Company has in place an Anti-Sexual harassment Policy in line with therequirements of Sexual
Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.The Company has
set up an Internal Complaints Committee to redress complaints received regarding sexualharassment.
No Complaints were received during the year under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO FINANCIAL STATEMENTS
The Company is having adequate Internal Financial Control with reference to theFinancial Statements.
Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Departmentduring the year under review. Your Directors also wish toplace on record their appreciation for the committed services of all the associatesvendors of the Company.
For and on Behalf of the Board of Directors
| || || |
|Place: Udaipur ||Sd/- ||Sd/- |
|Date: 23.04.2016 ||Abhishek Upadhyay ||Suresh Upadhyay |
|Managing Director ||Director |
| ||(DIN:01889928) ||(DIN: 01858367) |