Your Directors are pleased to present the 24th Annual Report together withthe Audited Accounts of your Company for the financial year ended 31st March2018.
(Rs in Lacs)
| || ||YEAR ENDED |
|Sr. No ||PARTICULARS ||31.03.2018 ||31.03.2017 |
|1. ||Sales ||16.43 ||4.33 |
|2. ||Profit before Interest & Depreciation ||2080.73 ||1295.49 |
|3. ||Interest ||0 ||0 |
|4. ||Depreciation ||18.51 ||18.51 |
|5. ||Profit Before Tax & Extra-ordinary items ||2062.22 ||(1313.99) |
|6. ||Tax Provision (Net of Deferred Tax) ||0 ||0 |
|7. ||Profit After Tax ||2062.22 ||(1313.99) |
|8. ||Extra-Ordinary Items ||0 ||0 |
|9. ||Profit available for Appropriation ||2062.22 ||(1313.99) |
|10 ||Balance carried to Balance Sheet ||2062.22 ||(1313.99) |
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was INR 16.43 Lacs as againstlast year's 4.33 Lacs. The increase is attributable to added yield in mango production.The operations of the company have been minimal during the year. However your company isalso contemplating putting the land to alternate use to enhance business.
Also the company sold some investments there by making an additional profit of INR2144.50 Lacs during the year.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the management discussion and analysis is provided as a separatesection in this Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. forms part of the Annual Report. The RequisiteCertificate from the Auditors of the Company Ashok R Majethia & Co. CharteredAccountants Mumbai confirming compliance with the conditions of Corporate Governance asstipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 is attached to this report.
Given the growth requirements of the business and the inadequacy of profits in theCompany the Directors have not recommended any dividend for the financial year 2017-18.
Your company has not accepted any fixed deposits during the year under review.
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mrs. Sweta Kagliwal Director retires by rotation and being eligible offers herself forreappointment. Pursuant to Section 152 of the Companies Act 2013 Details of Directorsretiring by rotation is provided as part of the Notice of the ensuing Annual GeneralMeeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The Companyhas devised a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.
At the Annual General Meeting held on August 24th 2017 M/s Ashok R Majethia CharteredAccountants Mumbai were appointed as the Statutory Auditors of the Company to hold officetill the conclusion of next 6th the Annual General Meeting of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
M/s Neha P Agrawal Practising Company Secretary has been appointed as the secretarialAuditor of the Company for the financial year 2017-18 as required under Section 204 of theCompanies
Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial yearended March 31 2018 is annexed herewith marked as Annexure III to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
COMMITTEES OF THE BOARD
Currently the Board has six committees: The Audit Committee the stakeholders'relationship committee the nomination & remuneration committee Risk ManagementCommittee & Whistle Blower Committee.
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andcompliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee ||Highlights of Duties responsibilities and activities |
|Audit Committee ||K. G Iyer-Chairman Shrirang Agrawal Akash Kagliwal || All recommendations made by the Audit Committee during the year were accepted by the Board. |
| || || In accordance with the requirements of the Listing Agreement The Company has formulated policies on related party transactions. |
|Stakeholders' Relationship Committee ||K. G Iyer-Chairman Shirang Agrawal Akash Kagliwal || The Committee reviews and ensures redressal of investor grievances. |
| || || The Committee noted that all the grievances of the investors have been resolved during the year. |
|Nomination and Remuneration Committee ||Shrirang Agrawal- Chairperson K. G. Iyer Akash Kagiwal || To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors key managerial personnel and other employees. |
| || || To carry out evaluation of every Director's performance. |
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 4 and 9 to the standalone financial statement).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Boardof Directors hereby confirms that
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
ii. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2018 and of the profits of the company for thatperiod.
iii. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operationefficiently. vi. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure IV to this Report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure VII to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to
All the insurable interest of the company including Inventories Buildings Machineryetc is adequately insured.
Your Directors record their gratitude to the Financial Institutions Banks and otherGovernment departments for their continued assistance and co-operation extended to yourCompany during the year under report.
| ||For and on behalf of the Board of Directors |
|30th May 2018 || |
|Registered Office: || |
|Nath House || |
|Nath Road ||Managing Director |
|Aurangabad-431005 ||Akash Kagliwal |
| ||DIN: 01691724 |