Your Directors have pleasure in presenting the Thirtieth Annual Report together withthe Audited Accounts for the year ended March 31 2016.
The business activities of the Company resulted in to the net loss of Rs. 5 06820/-as compared to net loss of Rs. 35 39122/- in the previous year; In absence of anyprofit the Directors are not recommending any dividend.
State of Companys Affairs and Future Outlook
The Company is currently in the business of Non-Banking Financial Services and otherfinancial activities. As reported earlier the Company intends to take up business of workscontract constructions and development of commercial and residential properties as onethe main objects along with the non-banking financial services and is exploring new andsuitable areas of business to diversifying its activities.
The Company is also evaluating possibilities of designing diverse financial productsfor 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.
Extract of Annual Return
The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report.
Number of Board Meetings
During the Financial Year 2015-16 Six meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-
|Date of Meeting ||Total Strength of the Board ||No of Directors Present |
|01 15/05/2015 ||4 ||4 |
|02 02/07/2015 ||4 ||3 |
|03 14/08/2015 ||4 ||4 |
|04 02/09/2015 ||4 ||3 |
|05 09/11/2015 ||4 ||4 |
|06 12/02/2016 ||4 ||4 |
Independent Directors Meeting
During the year under review Independent Directors met on 12th February 2016inter-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 account theviews of the Executive and Non-Executive Directors. Evaluation of the quality quantitycontent and timeless of flow of information between the management and the Board.
Particulars of Loan Guarantees and Investments under Section 186
Complete details of LGSI covered under Sec 186 of Companies Act 2013 as Attached inthe financial statements and notes there under.
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 armslength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy 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 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.
Details of Directors and Key Managerial Personnel
|Sr. No. Name and Address ||Designation ||Date of Appointment ||DIN/PAN |
|1 Mr. Vinod Chopra p.n.10 heavy industrial area jodhpur 342003 Rajasthan India ||Non-executive Independent Director ||28/06/2008 ||02257009 |
|2 Mr. Parasmal Jain 3/14 Rajendra park station road Goregaon (w) Mumbai 400062 Maharashtra India ||Non-executive Independent Director ||28/06/2008 ||02257253 |
|3 Mr. Purushottam Bohra 14 Gopuram society B wing Ram Mandir road (south) Goregaon (west) Bombay 400062 Maharashtra India ||Managing Director ||25/06/2002 ||02196053 |
|4 Ms. Madhuri Purshottam Bohra b-14 Gopuram Chs. Ltd Somani gram Ram Mandir Road Goregaon (West) Mumbai - 400104 Maharashtra India ||Additional Director ||26/03/2015 ||07137362 |
|5. Anand Jain 001 Smital Arcade Behind Green Chilly Hotel Ideal Park Mira Road (E) Thane 401107 ||Chief Finance Officer ||02/07/2015 ||AGUPJ8122E |
In accordance with the provisions of the Act and the Articles of Association of theCompany Ms. Madhuri Bohra is liable to retire by rotation and being eligible offersherself for re-appointment.
The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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 made by theAudit Committee were accepted by the Board.
Nomination & Remuneration Committee Policy
In compliance with section 178 of the Act and of the Listing Agreement the Board hasconstituted "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 2016.
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 2015 -16.
AUDITORS Statutory Auditors
In terms of provisions of the section 139(1) of the Companies Act 2013 theappointment of M/s J. P. Chaturvedi & Co. Chartered Accountants Mumbai is placed forapproval by the shareholders.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification 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 asAnnexure II and forms part of this Report. There are Qualifications or Observations orremarks made 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 with the norm of opting credit rating during audited period. ||The Management is under process for applying for Credit rating. |
|Annual Listing Fees has not been paid during the Audit period. ||The listing fees will be paid in due course. |
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 March2016 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 2016.
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 internal financialcontrols are e) adequate and are operating effectively.
The Directors have devised proper systems to ensure compliance with the provisions ofall f) applicable laws and that such systems were adequate and operating effectively.
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 |
| ||Parasmal Jain ||Purushottam Bohra |
|Date: 13 August 2016 ||Director ||Mg. Director |
|Place: Mumbai || || |