Your Directors have pleasure in presenting the 32nd Annual Report togetherwith the Audited Accounts for the year ended March 31201 7.
The business activities of the Company resulted in to the net loss of Rs. 2104443/-as compared to net loss of Rs. 506820/- in the previous year; In absence of anyprofit the Directors are not recommending any dividend.
State of Company's Affairs and Future Outlook
The Company is currently in the business of Non-Banking Financial Services and otherfinancial activities.
The Company is evaluating possibilities of designing diverse financial productsincluding lending to customers of real estate projects to align exposure to match with theprogress of property development; however the activities relating to NBFC business withinthe guidelines and stipulations of RBI would continue to be focused on lending.
Material Changes and Commitments after the end of the Financial Year
No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of this report.
The paid-up equity share capital of the Company as at 31st March 2017 was Rs. 199.96lakhs.
The Company has increased its Authorized Capital from 200 Lakhs to Rs. 900 Lakhs.
The Company has issued 4449780 Equity Shares of the company of Rs. 10 (Rupees TenOnly)Each at a premium of Rs. 40 (Rupees Forty Only) per share through preferentialallotment in accordance with SEBI (ICDR) Regulations 2009 and applicable provisions ofCompanies Act2013. After the said allotment on 28 April 2017 paid-up equity sharecapital of the Company stands at Rs. 644.938 Lakhs.
The Company currently has no outstanding shares issued with differential rights sweatequity or ESOS at the year ended on 31 March 2017.
Open Offer and Acquisition of Equity Shares of the Company and change of promoters
During the period under review an open offer was made by Mr. Suresh Babu Malge andgroup for acquiring Shares of the Company under Regulation 9(1) of the SEBI (SAST)Regulations 2011. In pursuant to the said offer the group acquired 1676839 fully paidEquity Shares and the offer was completed on 14 June 2017.
Consequent to completion of open offer Mr. Sureshbabu Malge along with Mrs. SushilaMalge Mr. Sumit Malge and Mr. Sonu Malge have become promoters of the Company and theexisting promoters ceased to be promoters and their remaining holding will be classifiedas public holding.
The Company has not accepted any fixed Deposit during the financial year under review.
Subsidiary Joint Venture and Associate Companies
The Company has no subsidiary or joint venture companies. During the financial yearunder report no company has become / ceased to be subsidiary or joint venture company.
Details of Directors and Key Managerial Personnel
|Name and Address ||Designation ||Date of Appointment ||DIN/PAN |
|1 Mr. Vinod Chopra P. N. 10 Heavy Industrial Area Jodhpur 342003 Rajasthan Indian ||Non-executive Independent Director ||28/06/2008 ||02257009D |
|2 Mr. Parasmal Jain 3/14 Rajendra Park Station Road Goregaon (w) Mumbai 400062 Maharashtra India ||Non-executive Independent Directora ||28/06/2008? ||02257253 a |
|3 Mr. Purushottam Bohra B-14 Gopuram CHS. Ltd Somani Gram Ram Mandir Road Goregaon (West) Mumbai - 400104 Maharashtra India ||Managing Director ||25/06/2002? ||02196053 a |
|4 Ms. Madhuri Purushottam Bohra B-14 Gopuram CHS. Ltd Somani Gram Ram Mandir Road Goregaon (West) Mumbai - 400104 Maharashtra India ||Director ||26/03/2015 ||07137362 |
|5 Mr. Anand Jain Flat No. 4 C-46 Sector 10 Shanti Nagar Mira Road (East) Thane 401107 ||Chief Finance Officer ||02/07/2015 ||AGUPJ8122E |
Ms. Madhuri Bohra is liable to retire by rotation and offered herself forre-appointment.
Mr. Vinod Chopra and Mr. Parasmal Jain who are independent directors have submitted adeclaration that each of them meets the criteria of independence as provided in Section149(6) of the Companies Act 2013 and there has been no change in the circumstances whichmay affect their status as independent directors during the year.
Appointments after the end of Financial Year
Appointment of Mr. Suresh Babu Malge (DIN: 01481222) who was appointed as Chairman andJoint Managing Director (Non-Executive) on the Board with effect from July 28 2017 tohold office till the date of this Annual General Meeting is being regularized at thisAnnual General Meeting as Chairman and Joint Managing Director of the Company for a periodof 5 years with effect from July 28 2017 and the necessary resolution in this regard isbeing proposed at the ensuing Annual General Meeting for the approval of the members.
Appointment of Mr. Sumit Malge (DIN: 02413173) who was appointed as an AdditionalDirector (NonExecutive) on the Board with effect from 28/07/2017 to hold office till thedate of this Annual General Meeting is being regularized at this Annual General Meetingthe necessary resolution in this regard is being proposed at the ensuing Annual GeneralMeeting for the approval of the members.
Mr. Jayesh Shah (DIN: 00260876) who was appointed as an Additional Non-ExecutiveIndependent Director with effect form 01/09/2017 on the Board of the Company is beingregularized and appointed as an Independent Director for the period of Five year at thisAnnual General Meeting with effect from 01/09/2017 the necessary resolution in thisregard is being proposed at the ensuing Annual General Meeting for the approval of themembers.
Number of Board Meetings
During the Financial Year 2016-17 Eight meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
|Sr. No. ||Date of Meeting ||Total Strength of the Board ||No of Directors Present |
|01 ||30 May 2016 ||4 ||4 |
|02 ||13 Aug 2016 ||4 ||4 |
|03 ||15 Nov 2016 ||4 ||4 |
|04 ||14 Jan 2017 ||4 ||4 |
|05 ||20 Jan 2017 ||4 ||4 |
|06 ||30 Jan 2017 ||4 ||4 |
|07 ||03 Feb 2017 ||4 ||4 |
|08 ||14 Feb 2017 ||4 ||4 |
Independent Directors' Meeting
During the year under review Independent Directors met on 14th February 2017inter-alia to discuss:
> Evaluation of the performance of Non-Independent Directors and the Board as whole.
> Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.
> Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.
Particulars of Loan Guarantees and Investments under Section 186
The provisions of Section 186 are not applicable to Non-Banking Finance Companies.
The Company has not granted any Loan or provided any security guaranty to relatedparties during the year under review.
Particulars of Contracts or Arrangements with Related Parties
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 The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.
Internal Control and System
The company has adequate internal control procedures commensurate with its size andnature of business. The Company has Independent Internal Auditors M/s Amruta Kothari &Associates Practicing Company Secretary to review critical areas of operations. Theaudit reports are reviewed periodically by the management and the audit committee of theBoard and appropriate measures are taken to improve the process.
Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.
Particulars of Employees
During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014 as amended from time to time.
The Audit Committee comprises Independent Director namely Mr. Parasmal Jain (Chairman)Mr. Vinod Chopra and Mr. Purushottam Bohra as other member. Recommendations if any madeby the Audit Committee were accepted by the Board.
Nomination & Remuneration Committee & Policy
In compliance with section 178 of the Act and of the SEBI (LODR) Regulations 2015 theBoard has constituted "Nomination and Remuneration Committee" which comprisesNon-executive Directors namely Mr. Parasmal Jain (Chairman) Mr. Vinod Chopra andexecutive director Mr. Purushottam Bohra as other member.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2017.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.
Fraud Reporting (Required by Companies Amendment Bill 2014)
No Fraud reported / observed during the financial year 2016 -17.
AUDITORS Statutory Auditors
M/s. J. P. Chaturvedi & Co. Chartered Accountants (Firm Registration No130274W)the outgoing auditors has completed his term as Statutory Auditor at the conclusion ofthis Annual General Meeting and It is proposed to appoint M/s. NGST & Associates.Chartered Accountants as Statutory Auditor of the Company for the period of 5 Years tohold office from the conclusion of 32nd Annual General Meeting of the Companytill the conclusion of the 37 Annual General Meeting subject to ratification by membersat each Annual General Meeting.
The Company has received a letter from M/s. NGST & Associates. CharteredAccountants to the effect that their appointment if made would be maintain be within theprescribed limit under Section 141 (1)(g) of the Companies Act 2013 and that they arewilling to act as Statutory Auditors of the Company. As required under Regulation 33 ofthe SEBI (LODR) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia pursuant to Section 139(2) of the Act.
Notes on financial statement referred to in the Auditors' Report are self -explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached as AnnexureII and forms part of this Report. There are Qualifications or Observations or remarksmade by the Secretarial Auditor in the report.
Management reply to the observation raised in the Secretarial Audit Report is as under:
|Observation ||Reply |
|Non Compliance under section 203 of the Act with respect to the appointment of Company Secretary. ||Considering the size and operations of the company the company is unable to find suitable candidate for appointment; however the Company has invited applications for appointment through newspaper publications for Company Secretary. |
|Non Compliance under section 93 with respect to the filling of form MGT-10. ||As the company has reclassified the promoter and promoter group and management of the Company has been changed in accordance with SEBI (SAST) Regulations 2011 the management is of opinion that there is no requirement of filing form MGT-10 in this case. |
|Non Compliance under section 179 for filling MGT-14 with respect to the approval of board reports. ||The Company is filing Forms with ROC as required under Companies Act 2013 and forms pending to be filed inadvertently if any will be filed in due course. |
|Non Compliance with the name of the Company does not reflect main object of the Company. ||The Company is under process to change the name in accordance with object clause of Memorandum of Association of the Company. |
|Non Compliance with the norm of opting credit rating during audited period. ||The Company is under process to get registration with Credit Rating Agencies. |
|Late Filling of Statutory auditors' Certificate and Fund Flow statement with RBI. ||Company is regularly filing required documents and submissions with RBI pursuant to RBI Guidelines. |
Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017.
b) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
c) The directors had prepared the annual accounts on a going concern basis;
d) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The proper internal financial controls are in place and that such internalfinancial controls are adequate and are operating effectively.
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2016-17 has beenenclosed with this report.
The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.
| ||By Order of the Board of Directors |
| ||Vora Constructions Limited |
|Date: 01 September 2017 ||Purushottam Bohra |
|Place: Mumbai ||Mg. Director |