Your Directors are pleased to present the 33rd Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2019.
1. FINANCIAL SUMMARY:
(Amount in Rupees)
|Particulars||For the year ended 31st March 2019||For the year ended 31st March 2018|
|Gross Sales and other Income||32947281||18754407|
|Profit before Depreciation and Tax||16829523||12033255|
|Profit before Tax||16056338||11144686|
|Less: Tax Expenses||(668998)||(288381)|
|Net Profit after tax||15387340||10856305|
2. OPERATIONAL REVIEW:
For the Financial Year ended 31st March 2019 your Company has earned a profit after tax of Rs. 15387340 (Rupees One Crore Fifty Three Lakhs Eighty Seven Thousand Three Hundred and Forty Only) as compared to Rs. 10856305 (Rupees One Crore Eight Lakh Fifty Six Thousand Three Hundred and Five Only) in the previous year as a result of which the Net Worth of the Company has increased to Rs. 181322098 as compared to Rs. 165934758 in the Previous Year.
3. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this report.
With a view to strengthen the financial position and the future growth of the Company your Directors have not recommended payment of dividend for the financial year ended 31st March 2019.
As on 31st March 2019 the reserves and surplus has increased to Rs. 144206018 as compared to Rs. 128818678 achieved during the last year. During the year under review amount transfer to Reserve is Rs. 15387340
6. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System commensurate with the size scale and complexity of its operations. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman & Managing Director of the Company.
7. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73(1) and 74 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for time being in force.
8. PARTICULARS OF LOANS GUARANTEES SECURITIES OR INVESTMENTS:
Information regarding Loans guarantees and investments covered under the provisions of Section 186 of the Companies Act 2013 is given in detail in the Note 11 of Financial Statements
9. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT 2013:
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Companies Act 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including any Statutory modification(s) or re-enactment(s) thereof for the time being in force.
10. 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.
11. NUMBER OF MEETINGS OF BOARD AND COMMITTEES:
The details of the Meeting of Board of Directors and Committees convened during the Financial Year 2018-2019 are given in the Corporate Governance Report which forms the part of this Annual Report.
12. FORMALANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued there under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the Financial Year 2018 - 2019.
The Details of evaluation process are set out in the Corporate Governance Report which forms the part of this Annual Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Kshama Wazkar resigned as Compliance officer of the Company on 8th July 2019.
Ms. Urvi Rathod was appointed as Compliance Officer of the Company on 8th July 2019. Accordingly she was appointed as Whole Time Company Secretary and Compliance Officer in its Board Meeting held on 8th July 2019.
14. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business as per the details given in AOC-2 annexed as Annexure II. There are no materially significant related party transactions made by the Company with the Promoters Key Managerial Personnel or other designated persons which may have potential conflict of interest with the Company at large.
15. CONSERVATION OF ENERGY TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy - Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules 2014 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) Rules 2014 pertaining to the Technology Absorption is not applicable to the Company.
C. Foreign exchange earnings and Outgo: There were no foreign exchange earnings or out flows during the year under review.
16. 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 Statutory Auditors of the Company have been appointed for a term of 5 (five) years.
The Audit report submitted by M/s GMJ & Co. Chartered Accountants for the FY 2018 - 2019 does not contain any qualification reservation or adverse remark or disclaimer.
17. QUALIFICATIONS GIVEN BY THE SECRETARIALAUDITORS:
As required under section 204 (1) of the Companies Act 2013 the Company has obtained a Secretarial Audit Report. With respect to observations in the Secretarial Audit Report does not contain any qualification reservations or adverse remark.
18. 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 formal letter of appointment outlining his/ her role functions duties and responsibility.
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed S. G. and Associates a firm of Company Secretaries in practice (Mumbai) to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit report is annexed herewith to this Report as Annexure V.
The Board of Director of the Company has at its meeting held on 15th May 2019 appointed GMJ & Associates Company Secretaries as Secretarial Auditors of the Company to conduct audit of Secretarial Records of the Company for the Financial Year ended 31st March 2020.
20. SHARE CAPITAL:
There was no public issue rights issue bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights sweat equity shares nor has it granted any stock options.
21. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNELAND EMPLOYEES: a. The Company had no employee drawing salary/remuneration in excess of Remuneration limits prescribed as per Rule 5(2) of the Appointment and Remuneration of Managerial Personnel Rules 2014. b. The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT-9 - Extract of the Annual Return (appended as Annexure I).
22. MANAGERIAL REMUNERATION:
The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of Managerial Personnel) 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|
|Mr. Akash Valia*||1871||-||-|
|Ms. Anju Innani**||369600||-||0.51|
|Mr. Mikhil Innani||740000||-||0.56|
|Mr. Vishal Shah||6000||-||NA|
|Mr. Paritosh Khatry||6000||-||NA|
|Dr. Kruti Khemani||4129||-||NA|
|Ms. Diksha Nangia||1020000||-||0.67|
* Akash Valia was holding the position of Independent Director upto 24th July 2018.
** Anju Innani was holding the position of Managing Director upto 24th July 2018.
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 or Director.
3. The percentage Decrease in the median remuneration of the employees in the financial Year 2018 - 2019 was 38% (As compared to Previous year employee's median)
4. As on 31st March 2019 there were a total of 10 employees on the roll of the Company.
5. It is affirmed that the remuneration is as per the remuneration policy of the Company.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 Directors to the best of their knowledge and belief state that:-
a) in the preparation of the annual accounts the applicable Accounting Standards have been followed along with proper explanation relating to material departures if any;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
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 the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
24. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the limits as prescribed under Section 135 of Companies Act 2013 and Rules made thereunder.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has prepared policy and has put in place vigil Mechanism for Directors and Employees of the Company.
26. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The same is also available on website of the Company in detail.
27. EXTRACT OF ANNUAL RETURN:
The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act 2013 in the prescribed Form MGT-9 is annexed to this Report as Annexure I.
28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
In Compliance with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separate Report on Corporate Governance is annexed as Annexure III.
Management Discussion & Analysis Report is annexed herewith in this Report as Annexure IV.
29. RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts which impact the going concern status of the Company and its future operations.
Further no penalties have been levied by RBI/any other Regulators during the year under review.
31. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEARAND DATE OF REPORT:
There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.
Your Directors wish to extend their sincere gratitude for the assistance guidance and co-operation the Company has received from all stakeholders. The Board further appreciates the dedicated services rendered by the employees of the Company.
|For and on behalf of the Board of Directors|
|Mikhil R. Innani|
|Paritosh Ram Khatry|
|Place: Mumbai||Non-Executive Director|
|Date: 5th August 2019||DIN: 07998062|