To the Members
Your Directors have pleasure in presenting the Twenty-Fifth Annual Report together withthe Audited Accounts of your company for the Financial Year ended on 31st March 2017.
The financial results of the Company during the year under review as compared to theprevious year are summarized as under:
|PARTICULARS ||As on 31.03.2017 ||As on 31.03.2016 |
|Sales & Other Income ||- ||4500 |
|Profit / (Loss) before Depreciation and Tax ||(1014681) ||(392909) |
|Less: Depreciation ||- ||68428 |
|Profit / ( Loss) before Tax ||(1014681) ||(461337) |
|Provision for Deferred Tax Asset ||- ||(12421) |
|Profit / (Loss) after Tax ||(1014681) ||(448916) |
|Number of Shares ||17218759 ||17218759 |
|EPS Basic & Diluted ||(.059) ||(0.027) |
Your directors do not recommend any dividend as there was a loss during the year underreview.
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The company has not accepted any public deposits during the financial year.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. S.N. Madhavan (FCS 3846) was appointed as Company Secretary of the company witheffect from 12.05.2017.
RETIREMENT OF DIRECTORS BY ROTATION
At the ensuing Annual General Meeting Mr. Jayakumar Jayabalan retires by rotation andbeing eligible offers himself for re-appointment. The Board recommends his re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Directors of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their independence laid down in Section 149(6).
The Company has no subsidiary Companies as of March 31 2017.
The Company has established a vigil mechanism called Whistle-blower policy for itsdirectors and employees to report genuine concerns pursuant to the provisions of Section177(9)& (100 of the Companies Act 2013 and as per Regulation 22 of SEBI (LODR)Regulations 2015. The details of the Whistle blower is explained in the CorporateGovernance Report and also posted in the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 34(5) of the Companies Act 2013 your Directors confirm :
i. that in preparation of accounts applicable accounting standards have been followed:
ii. that directors have selected such accounting policies and applied them constantlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period.
iii. that Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;and
iv. that the Directors have prepared 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 operatingeffectively.
vi. the Directors had devised proper systems to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
During the year your company had not given any Loans provide any Guarantee coveredunder the provisions of Section 186 of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 is annexed herewith.
Due to untimely demise of Mr. SibSankar Chakraborti Proprietor SibSankar &Associates Chartered Accountants the Board of Directors appointed M/s. A. John Moris& Co. Chartered Accountants Chennai (FRN 007220S) as the Auditors of the Company intheir place. M/s. SibSankar & Associates Chartered Accountants were appointed for aperiod of 2 years in the AGM held on 30th September 2015 and their appointmentis valid upto the conclusion of the ensuing Annual general Meeting. The Board furtherproposed to appoint M/s. A. John Moris & Co. Chartered Accountants Chennai for aperiod of 5 years from the conclusion of ensuing Annual General Meeting to the conclusionof 30th Annual General Meeting.
AUDITORS OBSERVATION IN THE AUDIT REPORT
There is Nil observation from the Auditors
Secretarial audit report in Form MR3 as given by Mr. S. Ganesan Practicing CompanySecretary is annexed to this Report.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT 2013
The information regarding conservation of energy and technology absorption are notapplicable to your company. There were no foreign exchange earnings and outgo during thefinancial year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material order passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
RISK MANAGEMENT POLICY
The Company has put in place Risk Management Policy compatible with the type and sizeof operations and risk perception. The said policy is drawn up based on the guidelines ofSEBI and stock exchanges issued in this regard.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall into the criteria stipulated for the applicability of Section135 of the Companies Act 2013 and hence the provisions of the section is not applicable.
RELATED PARTY TRANSACTIONS
During the year under review there was no transaction with related party that needs tobe reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
As there are no women employee the need for setting up of Internal Complaints Committeedoes not arise.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming part of theAnnual report is attached.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Stakeholders Relationship Committee. The performance evaluation ofthe independent directors was carried out by the entire Board. The Directors expressedtheir satisfaction with the evaluation process and the performance of the Board.
The shares of the company are listed with Bombay Stock Exchange.
The report on Corporate Governance as SEBI (LODR) Regulations 2015 along with theAuditors' Certificate for its due compliance forms part of the Annual Report. Your companyhas taken adequate steps for compliance with the Corporate Governance guidelines asamended from time to time.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration in excess of the limitsprescribed Under Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel Rules of the Companies Act 2013.
Your directors would like to place on record their sincere gratitude to theshareholders bankers business associates clients for their continued patronage andco-operation. The directors are also happy to place on record their appreciation for thewhole hearted commitment and contribution made by all the employees and look forward totheir continued support.
| ||For and on behalf of the Board of Directors |
|Place: Chennai ||(Rajendra Jain) ||(Subash Banerjee) |
|Date: 01.09.2017 ||Director ||Director |
| ||DIN: 03456352 ||DIN:05163789 |