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Achal Investments Ltd.

BSE: 538570 Sector: Financials
NSE: N.A. ISIN Code: INE860P01025
BSE 00:00 | 15 Jun Achal Investments Ltd
NSE 05:30 | 01 Jan Achal Investments Ltd
OPEN 1.29
PREVIOUS CLOSE 1.27
VOLUME 1340
52-Week high 3.88
52-Week low 1.12
P/E 127.00
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.29
CLOSE 1.27
VOLUME 1340
52-Week high 3.88
52-Week low 1.12
P/E 127.00
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Achal Investments Ltd. (ACHALINVESTMENT) - Director Report

Company director report

To

The Members

ACHAL INVESTMENTS LIMITED

Your Directors have pleasure in presenting before you the 27th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.

FINANCIAL RESULTS

The summarized financial performance of the Company for the years 2016-17 and 2015-16is given below:

(Amt in Rs.)
S. No. Particulars 2016-17 2015-16
1. Total Income/Loss 12291897.00 14425885.00
2. Less: Total Expenses 11845347.42 13659304.35
3. Profit Before Tax 446549.58 766580.65
4. Profit/Loss after Tax 301528.58 533777.65

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 122.92 Lacs as against incomeof Rs. 144.26 Lacs in 2015-16.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2016-17.

CHANGE IN THE AUTHOTISED SHARE CAPITAL

During the period under review there is no change in the Authorized Share Capital ofthe Company. The Authorized Share Capital as on March 31 2017 is Rs. 70025000 (RupeesSeven crores and Twenty Five thousands only) (70025000 shares of Rs.1/each)

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

SHIFTING OF REGISTERED OFFICE

During the year under Review company has shifted its Registered office from 407Prabhat Kiran Building Rajendra Place New Delhi-110008 to Office No. 208 2nd Floorplot no. A-1 Madhuban Tower Veer Savarkar Block Shakarpur Delhi-110092 with effectfrom July 20 2016.

All the Compliances related to ROC and Stock exchange has been done by company timely.

RISK MANAGEMENT POLICY

Although the company has been following the principle of risk minimization as is thenorm in every industry it has now become a compulsion.

Therefore in accordance with Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2017 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

STATUTORY AUDITORS

M/s. G.P.KESHRI & ASSOCIATES Chartered Accountants (Firm Registration number017251N) has been re-appointed as Statutory Auditors for a term of 5 consecutive yearsfrom the conclusion of the ensuing 27th Annual General Meeting till conclusion of 30th AGMsubject to ratification by shareholders at every Annual General Meeting.

The Company has received a letter from M/s. G.P.KESHRI & ASSOCIATES CharteredAccountants (Firm Registration number 017251N) to the effect that their appointment ifmade would be within the limits as prescribed under Sec 141 of the Companies Act2013.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report asAnnexure-1.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

PREFRENTIAL ISSUE AND ALLOTMENT OF EQUITY SHARES

During the year under review Company has made a Preferential issue of 1600000 Equityshares of Rs. 1 each at a price of Rs. 42 per share including a Security Premium of Rs 41per shares and Shareholders approval for the Preferntial Issue has been accorded in thelast Annual General Meeting that was held on 26th September 2016.

Later on The Board of Directors of the company approved the allotment of 1600000Equity shares and the ROC and Stock Exchnages Compliances done by the Company timely.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review -17 Mr. Sushil Kumar has been appointed as AdditionalDirector of the company with effect from 13.10.2016 and his designation is proposed to bechanged in this Annual General Meeting from Additional Director to Director subject to theapproval of Shareholders.

During the year under review Mr. Gaj raj singh has resigned from the Directorship andBoard approved his resignation with effect from 10th October 2016.

b) Declaration by an Independent Director (s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and StakeholderRelation committee. The manner in which the evaluation has been carried out has beenexplained in Corporate Governance Report.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redressed) Act 2013 and the Rules madethere under. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Seven Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of Meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 30.05.2016 3 3
2 20.07.2016 3 3
3 12.08.2016 3 3
4 24.08.2016 3 3
5 28.10.2016 3 3
6 12.11.2016 3 3
7 13.02.2017 3 3

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 177 of the Companies Act 2013. Audit Committee met 5 times during the financialyear 2016-17 on 30.05.2016 12.08.2016 28.10.201612.11.2016 and 13.02.2017 and followingis the composition:

Name of Member Designation Category
Ms. Sheetal Chairman Non Executive and Independent Director
Mr. Sushil Kumar Member Non Executive and Independent Director
Mr. Abhishek Kumar Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 178 of the Companies Act 2013. The Committee met 4 times during the financialyear 2016-17 on 30.05.2016 12.08.2016 28.10.201612.11.2016 and 13.02.2017 and followingis the composition:

Name of Member Designation Category
Ms. Sheetal Chairman Non Executive and Independent Director
Mr. Sushil Kumar Member Non Executive and Non Independent Director
Mr. Abhishek Kumar Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013. The detailsof the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category
Ms. Sheetal Chairman Non Executive and Independent Director
Mr. Sushil Kumar Member Non Executive and Non Independent Director
Mr. Abhishek Kumar Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. P.K Mishra & Associates Company Secretaries (Certificateof Practice No. 16222) to undertake the Secretarial audit of the Company for the FinancialYear 2016-17 and the report is attached herewith.

Qualifications on Secretarial Audit Report

With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels.

BY ORDER OF THE BOARD OF DIRECTORS
ACHAL INVESTMENTS LIMITED
Sd/- Sd/-
Place: New Delhi Abhishek Kumar Sushil Kumar
Date: 31/08/2017 Director Director
DIN: 06799487 DIN: 06842369
F-2 CPWD Enq Office Flats 25/438Block-Trilok Puri
Sarojini Nagar New Delhi-110023 GTB Nagar Delhi - 110091