To The Members
Your Directors are pleased to present the 44th Annual Report of the Company togetherwith Audited Accounts for the financial year ended 31st March 2017.
| || ||(INR Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Revenue from operations and other Income ||425.34 ||616.17 |
|Gross Profit / (Loss) ||44.52 ||362.72 |
|Interest. & Financial Charges ||113.00 ||57.04 |
|Depreciation ||12.28 ||12.11 |
|Profit /(Loss) before tax after interest & depreciation ||(80.76) ||293.57 |
|Prior period Adjustments ||(6.58) ||(2.90) |
|Profit /(Loss) before tax ||(87.34) ||290.67 |
|Tax Expense ||2.24 ||20.96 |
|Profit/ (Loss) for the year after tax ||(89.58) ||269.71 |
During the year under review the gross revenue of the Company has decreased to 425.34Lakhs as against Rs.616.17 Lakhs during the previous year due to decline in sales andrental income of the company. Although company has gross profit of Rs.44.52 Lakhs butincurred net loss of Rs.89.58 Lakhs as against gross profit of Rs.362.72 Lakhs and netprofit of Rs.269.71 Lakhs respectively in the previous year.
There is no change in the issued and subscribed capital of Rs.864.30 lacs. There are noequity shares with differential rights or sweat equity or ESOP or scheme of purchase ofCompany shares by employees or their trustees.
As Company does not have any distributable profits computed under provisions ofCompanies Act 2013 no dividend is being recommended.
The Company has not accepted any fixed deposits during the year under review. TheCompany has complied with the directives covered under Chapter V of the Companies Act 2013read with Companies (Acceptance of Deposits) Rules 2014 (as amended) as applicable withregard to the deposits accepted. There are no unpaid or unclaimed deposits of any previousyears.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no significant and material changes occurred subsequent to the close of thefinancial year to which the Financial Statements relate and upto the date of report thatwould impact the going concern status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Since the Company does not have net profits in any financial year in accordance withSection 135 of the Companies Act 2013 the Company is not required to undertake anyactivity under CSR Rules.
There is no subsidiary Company reportable under Section 129(3) of the Companies Act2013.
CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS
The Company is continuously taking steps to maintain transparency accountability andequity in order to improve its dealings with all concerned. The Company not only complieswith the regulatory requirements but is also responsive to the stakeholders' as well asassociates needs. The Company already has an Audit Committee a Stakeholder RelationshipCommittee and Nomination and Remuneration Committee duly constituted by the Board to lookafter various activities. The Corporate Governance practices followed by the Company areenclosed as Annexure to this report. (Annexure-5)
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return as provided under Section 92(3) of the Companies Act2013 in Form MGT-9 is attached and forms part of this report. (Annexure-3)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors' confirm that:
a. in preparation of the annual accounts for the year ending 31st March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any
b. the Directors had 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. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis; and
e. the Directors had laid down internal financial control to be followed by the Companyand that such internal financial controls were adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal control systems and processes of the Company cover operational efficiencyaccuracy and promptness in financial reporting compliance with laws and regulations anddevelopment of mature disciplined and effective processes. The processes are alsodesigned to meet the goals of cost schedule functionality and quality thus resulting inhigher levels of customer satisfaction.
A) Changes in Directors and Key Managerial Personnel
Since the last Annual General Meeting following changes have taken place in the Boardof Directors.
-Pursuant to the provisions of Section 149 of the Act Smt. Tejinder Kaur was appointedas Independent Director at the Annual General Meeting of the Company held on 30thSeptember 2016.The terms and conditions of appointment of Smt. Tejinder Kaur is as perSchedule IV of the Act and she has submitted a declaration that she meets the criteria ofIndependence as provided in Section 149(6) of the Act and there has been no change in thecircumstance which could affect her status as Independent Director during the year.
As per the provisions of Companies Act 2013 Shri Humesh Kumar Singhal (DIN-00044328)Director retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for reappointment.
B) Declaration by an Independent Director(s) and re- appointment if any
A declaration by Independent Directors stating that he/ they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013 hasbeen taken at the time of their appointment.
C) Formal Annual Evaluation of Board
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (LODR) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issue to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspects ofhis role.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review 4 Board Meetings were held one each on 14th May 201612th August 2016 12th November 2016 and 13th February 2017.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the Directors' Report.
The Audit & Compliance Committee comprises of three Non-executive IndependentDirectors viz. Shri S S Virdi Prof.(Dr.) B B Tandon Smt. Manju Lakhanpal and oneNon-executive Director Shri H K Singhal. During the year the committee held fourmeetings. Other details of the Audit Committee are included in the Corporate GovernanceReport which forms part of this report.
The Board had accepted all recommendation of the Audit Committee if any.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES
The Company has formulated and published a Whistle Blower Policy to provide vigilmechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this Policy are in line with the provisions of Section 177(9) of the Act andRegulation 22 of SEBI (LODR) Regulations 2015.
There are no cases reported during the year.
NOMINATION AND REMUNERATION COMMITTEE
The committee has been constituted to review and recommend compensation payable to thewhole-time directors including Chairman and senior management of the Company. Thecommittee reviews the overall compensation structure and policies of the Company with aview to attract retain and motivate employees reviewing compensation levels of theCompany vis-a-vis other Companies and industry in general.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Company during the yearexceeding the limits prescribed under Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. A statement insummary form of transactions with related parties which were all in ordinary course ofbusiness and arm's length basis is periodically placed before the audit committee forreview and recommendation to the board for their approval.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the board is uploaded on the website of the Company.
Disclosures as required under Accounting Standards (AS-18) have been made in thefinancial statements of the Company enclosed with this report.
BUSINESS RISK MANAGEMENT
The Company has policy to regularly review the repayment schedule of Banks Creditorsand Statutory dues etc. and manage its cash flow activity. As such the Company suffers norisk if any which may threaten the existence of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Your Company is engaged in Infrastructure Real Estate Trading and Commissionbusiness. A detailed report on Management Discussion and Analysis pursuant to Part B ofSchedule V of SEBI (LODR) Regulations 2015 is annexed to this report. (Annexure-4)
M/s S.C. Dewan & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company to hold office till the conclusion of Annual General Meeting to be held inthe calendar year 2017 (subject to ratification of their appointment at every AGM).
Pursuant to provisions of Section 139 of the Companies Act 2013 M/s S.C. Dewan &Co. Chartered Accountants Auditors of the Company retire at the conclusion of theforthcoming Annual General Meeting of the Company.
Board in their meeting held on 30.05.2017 proposed the appointment of M/s AKR &Associates Chartered Accountants as Statutory Auditors of the Company to hold the officefrom the conclusion of forthcoming Annual General Meeting till the conclusion of AnnualGeneral Meeting to be held in the calendar year 2022 subject to the approval of members.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The Auditors' Report and Secretarial Auditors' Report do not contain anyqualifications reservations or adverse remarks. Report of Secretarial Auditor is attachedas an annexure which forms part of this report. (Annexure-1)
LISTING OF SHARES
Equity shares of the Company are listed and traded regularly on Mumbai Stock Exchange.Listing fee to the BSE has been paid in pursuance to Regulation 14 of SEBI (LODR)Regulations 2015. The equity shares of your Company are being compulsorily traded indematerialized form. As on 31st March 2017 a total of 7070070 equity shares representing81.80% of equity share capital have been dematerialized and 3874 shareholders are holdingshares in dematerialized form.
All the assets of the Company have been adequately insured.
PARTICULARS OF EMPLOYEES
Relations with the employees during the period under review continued to be peacefuland harmonious.
PERSONNEL AND RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5 of the Companies(Appointment and remuneration of managerial personnel) rules 2014 is enclosed with thisreport. (Annexure-2)
The Board expresses deep appreciation of all employees for their support.
HEALTH SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety standardsenvironment laws and labour laws and has been taking all necessary measures to protect theenvironment and provide workers a safe work environment. Our Company is committed forcontinual improvement in Health & Safety as well as Environmental performance byinvolving all the employees to provide a Safe & healthy work environment to all itsemployees
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHOBITION ANDREDRESSAL) ACT 2013
The Company has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder.
During the financial year 2016-17 the Company has not received any complaint on sexualharassment and hence no complaints remain pending as on 31st March 2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is not applicable as the Company did not have any manufacturingfacility during the period under consideration. There were no foreign exchange earnings/outgo during the period.
Your Directors acknowledge with gratitude the assistance co-operation and supportreceived by the Company from Banks Statutory/ Govt. Bodies Customers and Shareholders ofthe Company.
| || ||For and on behalf of BOARD OF DIRECTORS |
|Place: CHANDIGARH ||H.K.SINGHAL ||SANJAY GARG |
|Date : 30.05.2017 ||DIRECTOR ||EXECUTIVE DIRECTOR |
| ||DIN-00044328 ||DIN-00030956 |