Your Directors are pleased to present the 32nd Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended 31stMarch 2018.
1. FINANCIAL SUMMARY:
| || ||(Amount in Rupees) |
|Particulars ||For the year ended 31st March 2018 ||For the year ended 31st March 2017 |
|Gross Sales and other Income ||18754407 ||11851244 |
|Profit before Depreciation and Tax ||12033255 ||(243471) |
|Less: Depreciation ||(888569) ||(731086) |
|Profit before Tax ||11144686 ||(974557) |
|Less: Tax Expenses ||(288381) ||(2109708) |
|Net Profit after Tax ||10856305 ||1135151 |
2. OPERATIONAL REVIEW:
For the Financial Year ended March 31 2018 your Company has earned a profit after taxof Rs. 10856305 (Rupees One Crore Eight Lakhs Fifty Six Thousand Three Hundred and FiveOnly) as compared to Rs. 1135151 (Rupees Eleven Lakhs Thirty Five Thousand One Hundredand Fifty One Only) in the previous year as a result of which the Net Worth of the Companyhas increased to Rs. 166130758 as compared to Rs. 155274454 in the Previous Year.
With a view to strengthen the financial position and the future growth of the Companyyour Directors have not recommended payment of dividend for the financial year ended March31 2018.
4. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee and to the Chairman &Managing Director of the Company.
5. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) and 74 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014including any statutory modification(s) or re-enactment(s) thereof for time being inforce.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Information regarding Loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 is given in detail in the Note "11" ofFinancial Statements.
7. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFTHE COMPANIES ACT 2013:
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015including any Statutory modification(s) or re-enactment(s) thereof for the time being inforce.
8. DETAILS OF SUBSIDIARY / JOINT VENTURE/ASSOCIATES COMPANY:
Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.
9. NUMBER OF MEETINGS OF BOARD AND COMMITTEES:
The details of the Meeting of Board of Directors and Committees convened during theFinancial Year 2017-2018 are given in the Corporate Governance Report which forms the partof this Annual Report.
10. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the evaluation of the Annual Performance of the Directors/ Board/Committees was carried out for the Financial Year 2017 - 2018.
The Details of evaluation process are set out in the Corporate Governance Report whichforms the part of this Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Anju Innani Managing Director of the Company resigned on 24th July2018
The Board of Directors at its Meeting held on 24th July 2018 appointed Mr.Mikhil Innani (DIN: 02710749) as Additional Directors who shall act as Director and KeyManagerial Personnel of the Company as per provisions of Companies Act 2013 in capacityas Executive Director' and designated as Managing Director and Chief ExecutiveOfficer for a period of five years effective from 24th July 2018. Theaforesaid appointment of Mr. Mikhil Innani (DIN: 02710749) shall be subject to theapproval of members in the ensuing Annual General Meeting of the Company. The Boardrecommends his appointment.
Mr. Akash Valia Independent Director of the Company resigned on 24th July2018
Dr. Kruti Khemani was appointed as Director in casual vacancy in place of Mr. AkashValia on 24th July 2018 by the Board of Directors. Her appointment is proposedto the members for ratification. The said Director is proposed to be appointed as anIndependent Director for a period of 5 (five) years at the ensuing Annual General Meeting.
Mr. Hardik Dedhia Independent Director of the Company resigned on 22ndDecember 2017.
Mr. Paritosh Ram Khatry was appointed as Director in casual vacancy in place of Mr.Hardik Dedhia on 22nd December 2017 by the Board of Directors by way ofCircular Resolution. His appointment is proposed to the members for ratification. The saidDirector is proposed to be appointed as an Independent Director for a period of 5 (five)years at the ensuing Annual General Meeting.
Ms. Ruchi Namdharani resigned as Company Secretary and Compliance officer of theCompany on 13th November 2017.
Ms. Kshama Wazkar was appointed as Company Secretary and Compliance Officer of theCompany on 13th November 2017. Accordingly she was appointed as Whole TimeCompany Secretary and Compliance Officer in its Board Meeting held on 13thNovember 2017.
12. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business as per the detailsgiven in AOC-2 annexed as Annexure "II". There are no materially significantrelated party transactions made by the Company with the Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict of interest withthe Company at large.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
A. Conservation of Energy - Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules2014 pertaining to the Conservation of energy is not applicable to the Company.
B. Technology Absorption - Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules2014 pertaining to the Technology Absorption is not applicable to the Company.
C. Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings oroutflows during the year.
14. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. GMJ & Co Chartered Accountants the StatutoryAuditors of the Company have been appointed for a term of 5 (five) years. However theirappointment as Statutory Auditors of the Company shall be required to be ratified by theMembers at the ensuing Annual General Meeting.
MCA vide its notification dated 07th May 2018 has brought into effectcertain provisions of the Companies (Amendment) Act 2017 thereby amending provisions ofthe Companies Act 2013 including Section 139 of the Act whereby the requirement ofratification of appointment of statutory auditors at every subsequent Annual GeneralMeeting has been done away with.
The Audit Report submitted by M/s. GMJ & Co Chartered Accountants for FY 2017 2018 does not contain any qualification reservation or adverse remark ordisclaimer.
15. QUALIFICATIONS GIVEN BY THE AUDITORS:
The Notes on Financial Statements referred to in Auditors Report are self- explanatoryand do not call for any further comments. The Auditors report does not contain anyqualification reservations or adverse remark.
As required under Section 204 (1) of the Companies Act 2013 the Company has obtaineda Secretarial Audit Report. With respect to observations in the Secretarial Audit Reportdoes not contain any qualification reservations or adverse remark.
16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
All new Independent Directors inducted into the Board attend orientation programme.Further at the time of appointment of Independent Director the Company issues a formalletter of appointment outlining his/ her role functions duties and responsibility.
17. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed S. G. and Associates a firm of Company Secretaries in practice (Mumbai) toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith to this Report as Annexure "V".
18. SHARE CAPITAL:
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.
19. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:
a. The Company had no employee drawing salary/remuneration in excess of Remunerationlimits prescribed as per Rule 5(2) of the Appointment and Remuneration of ManagerialPersonnel Rules 2014.
b. The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form MGT-9 Extract of the Annual Return(appended as Annexure "I").
20. MANAGERIAL REMUNERATION:
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Name of the Director ||Amount of remuneration to Key Managerial Personnel ||Percentage increase in the remuneration ||Ratio of remuneration of each Director/ to median remuneration of employees |
|Mrs. Anju Innani ||1108800 || ||3.28 |
|Mr. Akash Valia ||24900 || ||NA |
|Mr. Hardik Dedhia ||6900 || ||NA |
|Mr. Vishal Shah ||24900 || ||NA |
|Mr. Paritosh Khatry ||6645 || ||NA |
|Ms. Diksha Nangia ||1020000 || ||3.02 |
1. The Independent Directors do not receive any remuneration except sitting fees.
2. There was no change in the remuneration of any other Key managerial Personnel orDirector.
3. The percentage Increase in the median remuneration of the employees in the financialYear 2017 2018 was 12% (As compared to Previous year employee's median).
4. As on 31st March 2018 there were a total of 11 employees on the roll ofthe Company.
5. It is affirmed that the remuneration is as per the remuneration policy of theCompany.
6. Mr. Paritosh Khatry was appointed as independent director on 22.12.2017.
21. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that:
a) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the limits as prescribed under Section 135 of CompaniesAct 2013 and Rules made thereunder.
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has prepared policy and has put in place Vigil Mechanism for Directors andEmployees of the Company.
24. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The same is also available on website of the Company in detail.
25. EXTRACT OF ANNUAL RETURN:
The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure"I".
26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
In Compliance with Regulation 27 of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 a separate Report on Corporate Governance along withCertificate from Auditors on its compliance forms an integral part of this Report asAnnexure "III".
Management Discussion & Analysis Report is annexed herewith in this Report asAnnexure "IV".
27. RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner.
Your Directors wish to extend their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board furtherappreciates the dedicated services rendered by the employees of the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai || |
|Date: 24th July 2018 ||Sd/- |
| ||Anju R. Innani |
| ||Managing Director |
| ||DIN: 00123259 |