Your Directors have pleasure in presenting the 25th Annual Report together with theAudited Statement of Accounts of AJWA FUN WORLD AND RESORT LIMITED for the yearended on 31st March 2017.
|PARTICULARS ||2016-17 ||2015-16 |
|Revenue from operations ||36726165 ||37623540 |
|Other Income ||462730 ||167673 |
|Total income ||37188895 ||37791213 |
|Total Expenditure ||46106129 ||42121242 |
|Profit/(Loss) before Tax ||(8917234) ||(4330029) |
|Tax Expenses ||00 ||00 |
|Profit/(Loss) for the year ||(8917234) ||(4330029) |
To conserve the financial resources of the Company your Directors do not recommenddividend for the year under review.
During the year under review the Company has reported total income of Rs. 37188895/-against the total Income of Rs. 37791213/- during the previous year. The Companyhas earned Net Profit/loss of ' Rs. (8917234)/- during the year under review asagainst Net Loss of ' Rs.(433029) /- during the previous year.
(i) SHARE CAPITAL:-
The paid up Equity Share Capital of the Company as on 31st March 2017 is Rs. 639Lacs during the year under review; the Company has neither issued equity shares withdifferential voting rights nor granted stock options or sweat equity.
(ii) FIXED DEPOSITS:-
The Company has not accepted/renewed any public deposits during the year under review.
(iii) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-
Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of signing of this
INTERNAL FINANCIAL CONTROLS:
The company has adequate internal financial control system with reference to theFinancial Statements. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act 2013 and clause 49 of the ListingAgreement the Company has formulated a Whistle Blower Policy to establish a vigilmechanism for directors and employees of the Company. The purpose and objective of thisPolicy is to provide a framework to promote responsible and secure whistle blowing. Itprotects the employees wishing to raise a concern about serious irregularities within theCompany. The details of the Whistle Blower Policy posted on the website of the Companyaccounts@aiwaworld.com .
RELATED PARTY TRANSACTIONS:
No Related Party Transactions were entered into during the financial year 2016-17. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with the interests of theCompany at large.
On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions which is also uploaded on the website of the Company(firstname.lastname@example.org )
under the head 'Investor Relations'. The Policy envisages the procedure governingrelated party transactions required to be followed to ensure compliance with theapplicable laws and regulations as well as to ensure that the Related Party Transactionsare managed and disclosed in accordance with the strict legal and accounting requirements.
A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions. The summary of related party transactions is given below;
(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and the Act andRule 8(2) of the Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third Provisothereto
1. Details of contracts or arrangements or transactions not at arm's length basis; N.A.as there were no transactions during the year which were not at arm's length.
2. Details of material contracts or arrangements or transactions at arm's length basis;
N.A. as there were no transactions entered with related party during the financial year2016-17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY:
The requirements of corporate social responsibility in terms of Section 135 of theCompanies Act 2013 does not apply to your company.
Mr. Arvind Manubhai Vakil is being appointed on 14.07.2016 DURING FINANCIAL YEAR2016-17. Retirement by rotation:-
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the
Company Mr. Rahil Chuunilal Jain retires by rotation and is eligible forreappointment.
(ii) Declarations by Independent Directors:-
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 (the"Act") with respect to statement on declaration given by Independent Directorsunder Section 149(6) of the Act the Board hereby confirms that all the IndependentDirectors of the Company have given a declaration and have confirmed that they meet thecriteria of independence as provided in the said Section 149(6) and relevant Regulation ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
(iii) Board Evaluation:-
In compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
(iv) Board Meetings:-
During the year FOUR (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
Details of the meetings of the Board along with the attendance of the Directors thereinhave been disclosed as part of the Corporate Governance Report forming part of this AnnualReport.
FORMAL ANNUAL EVALUATION
The Company has devised a policy for performance evaluation of its individualdirectors the Board and the Committees constituted by it which includes criteria forperformance evaluation.
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance working of the Committees and the Directorsindividually.
The Board performance was evaluated based on inputs received from all the Directorsafter considering criteria such as Board's effectiveness in decision making in providingnecessary advice and suggestions to the Company's management etc.
A separate meeting of the Independent Directors was also held during the year forevaluation of the performance of the Non Independent Directors the Board as a whole andthat of the Chairman.
The Nomination and Remuneration Committee has also reviewed the performance of theindividual directors based on their knowledge level of preparation and effectiveparticipation in meetings contribution towards positive growth of the Company etc.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:
(i) That in the preparation of the annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(ii) That such accounting policies as mentioned in the Financial Statements as'Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March2017 and of the profit of the Company for the year ended on that date;
(iii) That proper and sufficient care has been taken 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;
(iv) That the annual financial statements have been prepared on a going concern basis;
(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
M/s DSKHTP & ASSOCIATES Chartered Accountants (Firm registration no. 119285W)Appointed as the Statutory Auditors of the company retire at ensuring Annual GeneralMeeting and are eligible for re-appointment. They have furnished a certificate regardingtheir eligibility for re-appointment as statutory Auditors of the Company Pursuant toSection 139(2) of the Companies Act 2013 read with Companies Act 2013 read withCompanies (Audit & Auditors) Rules 2014. The Board of Directors recommends theirre-appointment for the year 2017-18 at the ensuring Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS VIVEK VASANI a practicing Company Secretary RAJKOT (Mem. No. 34219). The Report of the Secretarial Audit is annexed herewith as "Annexure - A".With reference to noncompliance as stated in the secretarial Audit Report your boardreports that registered office of the company is situated at Waghodia and in that area nocompany secretary is willing to join and work as a company secretary as the company hasmade several efforts to short list the candidates for the post of secretary.
Boards of directors are keen to appoint the person who can provide appropriate time andenergy towards the corporate compliances. On selection of suitable candidates for bothpositions company will take immediate action to appoint the same.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review are presentedin a separate section forming part of this Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - B".
The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on corporate governance under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 along with thecertificate from the Practicing Company Secretary confirming the compliance is annexed as"Annexure -E" in this Annual Report
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 thecompany has constituted the Nomination and Remuneration Committee and their policy andsame approved by the Board. The Policy is attached at "Annexure - C".
REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREPRESSED ACT 2013.
The Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Policy on Preventionof Sexual Harassment at Workplace has been formulated by the Company. The policy aims todevelop a harmonious and productive working environment free from sexual harassment.
The Company also ensures all allegations of sexual harassment are investigated anddealt with effectively and appropriately. During the year under review the Companyreceived Nil complaints pertaining to sexual harassment..
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The Company is not engaged in activities specified in Section 134 (3) (m) of theCompanies Act
2013 read with Rule 8 of the Companies (Accounts) Rules 2014 and as such the companyis not required to give information relating to conservation of energy. The Company is Notusing any particular technology and as such information relating to technology absorptionis not required to be given. There is no foreign exchange earnings and outgo during theyear under review.
PARTICULARS OF EMPLOYEE:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided separately as Annexure 4 tothis Report.
Details of employee remuneration as required under provisions of Section 197(12) of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules
2014 will be made available at the registered office of the Company during workinghours pursuant to the provisions of the first proviso to Section 136(1) of the Act andany Member interested in obtaining such information may write to the Company Secretary andthe same will be made available to any such Member on request.
The Company regards human resources as a valuable asset. The Company encourages aperformance driven culture and enables the employees with focused training at regularintervals. Further the training needs at all divisions are periodically assessed andtraining programmers are conducted using internal resources and/or engaging externalfacilitators and trainers. The total numbers of permanent employees on the rolls of theCompany as on the year end were 739.
Board has constituted a Risk Management Committee of the Board to assist the Boardwith regard to the identification evaluation and mitigation of operational strategic andexternal risks. Risk Management Committee works towards identifying internal and externalrisks and implementing risk mitigation steps. On quarterly basis status updates areprovided to the Board of Directors of the Company. More details on risks and threats havebeen disclosed in the section "Management Discussion and Analysis".
All fixed assets and movable assets of the Company are adequately insure.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers financial institutions regulatorybodies and other business constituents during the year under review. Your Directors alsowish to place on record their deep sense of appreciation for the commitment displayed byall executives officers and staff of the Company during the financial year.
|REGD. OFFICE: || |
|AJWA FUN WORLD AND RESORT LIMITED ||BY ORDER OF BOARD OF DIRECTORS |
|CIN:L45201GJ1992PLC018294 ||FOR AJWA FUN WORLD AND RESORT LIMITED |
|AJWA FUN WORLD AND RESORT LIMITED || |
|AJWA NIMETA ROAD || |
|P O AJWACOMPOUND || |
|TA-WAGHODIYA DIST-BARODA || |
|VADODARA-391510 || |