Your Directors have immense pleasure in presenting the 23rd Annual Report ofthe Company and the Audited Accounts for the financial year ended 31st March2017.
| || ||(Amount in Rs. Lacs.) |
|PARTICULARS ||31.03.2017 ||31.03.2016 |
|Total Income ||3172.75 ||3147.75 |
|Total Expenses ||3146.51 ||3122.01 |
|Profit before and tax ||26.23 ||25.73 |
|Less : Provision for Taxation || || |
|Current tax ||0.00 ||0.00 |
|Deferred Tax ||(1.547) ||(0.050) |
|Profit for the Year ||27.78 ||26.24 |
|Earning per Share || || |
|Basic ||0.88 ||0.83 |
|Dilute ||0.88 ||0.83 |
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company to expand the business activities of the Company and thereforedo not propose any dividend for the Financial Year ended March 31st 2017
TRANSFER TO RESERVES
Rs. 27.78 Lakh of the Profit after Tax of the Financial Year has been transferred tothe Reserve & Surplus account of the Company.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
BOARD OF DIRECTORSAND KEY MANAGERIAL PERSONNEL
The Board of directors of the Company is duly constituted and Company is having total 4directors in the Board out of that 2 are Independent since the Chairman of the Company isIndependent director the Company needs to have atleast 1/3 of the total number ofdirectors as per the requirement of the Companies Act 2013 and the SEBI (LODR)Regulations 2015
1. COMPOSITION OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mrs. Rekha Goyal Resigned from the Board of the Company w.e.f. 16thMarch 2017 and Mr. Ravi Goyal Appointed as additional Director on the Board of the Companyw.e.f. 16th March 2017 Except above there were no changes done in theconstitution of the board during the financial year ended 31st March 2017During the year Mr. Ravi Goyal Appointed as CFO as Key Managerial Persional of the Companyw.e.f. 16th March 2017.
2. INDEPENDENT DIRECTORS
The Company has received the necessary declaration from Independent Directors of theCompanies Act 2013 that they meets the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of theSEBI (LODR) Regulations 2015 and the Board of directors are satisfied that all theindependent directors of the Company fulfill the criteria of the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
3. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) of the Companies Act 2013and interms of Articles of Association of the Company Mr. Ravi Goyal Director s liable toretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. The Board recommends him appointment.
NUMBER OF MEETINGS OF THE BOARD
The details of all the Board Meetings are given in the Corporate Governance Report thatforms part of this Annual Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
DIRECTOR'S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to the Director's Responsibility Statement your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial year ended 31stMarch 2017; the applicable accounting standards have been followed ;
II) That they have selected such accounting policies and applied them consistently andmade judgments and estimate that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of financial year and of the profitof the Company for the year under review; III) That they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting Fraud and other irregularities; (IV) That they have prepared the annualaccounts on a going concern basis. (V) The Directors has laid down internal financialcontrols to be followed by the company and that such internal controls are adequate andwere operating effectively; (VI) The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors KMP Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans guarantees or investments covered under Section 186 ofcompany act 2013 form part of notes to the financial statements provided in this annualreport.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of Section 135 of the Companies Act 2013 is not applicable to theCompany so the Company is not required to create Corporate Social Responsibility (CSR)Policy and to form CSR Committee during the financial year 31st March 2017. .
The Company has laid down a comprehensive Risk Assessment and Minimization Procedurewhich is reviewed by the Board from time to time
CONSERVATION OF ENERGY:
Company ensures that the operations of the company are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved. No specificinvestment has been made in reduction in energy consumption equipments. As the impact ofmeasures taken for conservation and optimum utilization of energy are not quantitativeits impact on cost cannot be stated accurately. No steps have been taken by the companyfor utilizing alternate sources of energy.
Company's operations are conducted by using in-house know how and no outside technologyis being used for operating activities. Therefore no outside technology absorption in thecompany. The Company has not incurred expenditure on research and development activitiesduring the year.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
No Company have become or ceased to be the Company's subsidiaries joint ventures orassociate companies during the financial year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns orgrievances of directors and employees and to deal with instance of fraud andmismanagement if any. In staying true to our values of Strength Performance and Passionand in line with our vision of being one of the most respected companies in India theCompany is committed to the high standards of Corporate Governance and stakeholderresponsibility. Audit committee shall oversee the vigil mechanism. The vigil mechanismensures that strict confidentiality is maintained while dealing with concerns and alsothat no discrimination will be meted out to any person for a genuinely raised concern.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").. The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated
PARTICULARS OF EMPLOYEES
None of the Employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in form MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending March 31 2017 is annexed hereto asAnnexure-I' and forms part of this report.
LISTING WITH STOCK EXCHANGES:
The Company's Shares are listed on BSE. The Company confirms that it has paid theAnnual Listing Fees to BSE.
M/s Pawan Shikhar Jain & Associates. Chartered Accountants Indore be and ishereby appointed as the Statutory Auditor of the Company due to the resignation of M/s.Abhishek Nahar & Associates (FRN: 013738C). Chartered Accountants Indore.
M/s Pawan Shikhar Jain & Associates. Chartered Accountants Indore beand is hereby appointed as the Statutory Auditor of the Company to hold office for theterm of 5(five) consecutive years from financial year 2017-2018 to 2021-2022 subject toratification by the Members of the Company at every Annual General Meeting as per theprovisions of the Companies Act 2013 at such remuneration as shall be mutually decidedby the Board of Directors of the Company and statutory auditor of the company. Thestatutory auditors have furnished their letter to the affect that their reappointment ifmade would be within the limit and that he is not disqualified for reappointment. TheBoard recommends their appointment as statutory auditors of the Company to hold officefrom the conclusion of this Annual general Meeting till the Conclusion of twenty eightAnnual General Meeting.
The auditors report to the shareholders on the Accounts of the Company for thefinancial year 31st March 2017 does not contain any qualification or adverseremark. Audit report is self explanatory hence no need any comments.
The Board had appointed M/s Vishakha Agrawal & Associates PracticingCompany Secretary to conduct Secretarial Audit of the 31st March 2017company. The Secretarial Audit Report for the financial year ended 31 March 2017 isannexed herewith as Annexure-III to this report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses in the design or operation were observed.
RELATED PARTY TRANSACTIONS DISCLOSURE
The disclosure required under sub section (1) of section 188 is mentioned in Form AOC-2which is annexed herewith as "Annexure ii".
As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport. As per Regulation 34 of the SEBI Listing Regulations a business responsibilityreport is attached and forms part of this annual report.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITHTHE COMPANY'S CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for its employeesincluding the Managing Director and Executive Directors. In addition the Company hasadopted a Code of Conduct for its Non-Executive Directors and Independent Directors. TheseCodes are available on the Company's website. I confirm that the Company has in respect ofthe year ended March 31 2017 received from the Senior Management Team of the Company andthe Members of the Board a declaration of compliance with the Code of Conduct asapplicable to them.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company during the financialyear.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations.
Your Directors wish to place on record their immense appreciation for the assistanceand co-operation extended by the various statutory authorities Banks Shareholders andEmployee of the Company.
|. ||For and on behalf of the Board |
| ||Vishnu Prasad Goyal |
|Place: Indore ||Managing Director |
|Date: 02/09/2017 ||DIN: 00306034 |