Your Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March2017.
Autumn Builders Limited was established under the Companies Act 1956 on February 252009 having its registered office in the state of West Bengal. The Company is prominentlyengaged in the development sale and lease of commercial residential retail andindustrial properties undertakes residential and commercial construction projects but hasduring the previous year also carried out business pertaining to embroidery and sale ofcloths/textiles.
The summarized financial results of the Company for the year ended 31st March2017 are as follows:
|Particulars ||Current Year ended ||Previous Year Ended |
| ||31.03.2017 ||31.03.2016 |
|Profit Before Tax ||(4076.99) ||297463.53 |
|Less: Provisions for Income Tax ||65550.00 ||359290.00 |
|Less: Provisions for Deferred Tax ||(33528.00) ||2717.00 |
|Profit after Tax ||(36098.99) ||(59109.47) |
|Balance of Profit brought forward ||2137620.85 ||2196730.32 |
|Balance Carried to Balance Sheet ||2101521.86 ||2137620.85 |
During the financial year 2016-17 your Company achieved a turnover of Rs.18085615.00. The Company operated under two different business segments and thereforewas able to achieve contemporary revenue growths. Though the Company had operating profitduring the year the company could not manage to retain the same due to a Service taxrefund amount that happened to be a prior period item corresponding to Rs.70258.00 inabsolute monetary terms. This therefore caused failure to retain profit.
The company faced a pre-tax profit of Rs. 66181.01 but due to a Prior period item thecompany has incurred a loss. Due to the loss suffered by the company the Directors' havenot announced any dividend in the current year.
CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY
During the FY 2012-13 the Company was a Private limited Company. Subsequently ourCompany was converted into a Public limited Company under the Companies Act 1956 and thename of the Company was changed to "Autumn Builders Limited" pursuant toissue of fresh Certificate of Incorporation consequent upon change of name on conversionto public limited Company dated October 15 2013.
Mr. Deepak Kumar Singh Managing Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment.
The Companies Act 2013 provides for appointment of Managing Director. Section 196Sub-Section (2) of the Companies Act 2013 provides that Managing Director shall holdoffice for a term of up to five consecutive years on the Board of a company and shall beeligible for re-appointment on passing an ordinary resolution by the shareholders of thecompany. Sub-section 02 states that no Managing director shall be eligible for more than aterm of five consecutive years.
In terms of and pursuant to the provisions of Section 196 197 198 and any otherapplicable provisions if any of the Companies Act 2013 the relevant rules madethereunder read with Schedule V of the said Act (including any statutory modifications andreenactment thereof for the time being in force) consent of the members of the Companybe and is hereby accorded for the reappointment of Mr. Deepak Kumar Singh (DIN: 03053786)as Managing Director of the Company for a further period of two years with effect from01st January 2017 to 31st December 2018.
M/s Alfa Daga & Associates Chartered Accountants Statutory Auditors of theCompany retires and resigns at the conclusion of the ensuing Annual General Meeting ofthe Company. In place of those retiring M/s. Rakesh Kumar Agrawal have been considered forappointment. They have offered themselves for appointment as Statutory Auditors and haveprovided a certificate of their consent letter for appointment as per the provisions ofthe Act and they are not disqualified for appointment. The Board of Directors and theAudit Committee recommend their appointment for the ensuing year.
The Notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain qualification reservation or adverse remark.
M/s S.A. Associates Company Secretaries have conducted the Secretarial Audit of theCompany. The
Auditors' Report is self explanatory in nature and does not contain any adverse remarkand qualification. The
Secretarial Audit Report forms part of this report in Annexure-A.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause of Section 134(5) of the Companies Act 2013 withrespect to Directors'
Responsibility Statement your Directors hereby confirm that:-
(i) In the preparation of the annual accounts for the year ended 31st March2017the applicable accounting standards read with requirements set out under Schedule III tothe Companies Act2013 have been followed and there are no material departures from thesame;
(ii) 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 as at the end of the financial year andof the profit of the Company for that period;
(iii) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities ;and
(iv) The Directors have prepared the annual accounts of the Company on a goingconcern' basis.
(v) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under the Listing Agreement for Institutional Trading Platform of the SMEExchange Bombay Stock Exchange Limited Management Discussion and Analysis Report ispresented in the separate section and forms an integral part of the Directors Report.
Your Company has taken adequate steps to adhere to all the stipulations laid down inListing Agreement. A detailed report on the Corporate Governance in compliance withListing Agreement is presented as a part of the Annual Report. A Certificate from theAuditor on the compliance with Corporate Governance requirements by your Company isattached to the Report on Corporate Governance.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is not applicable to the Company. Thereforethe information related to those aspects is not given. Further since the Company has notentered into any foreign contracts the company neither has any foreign exchange earningsnor they had any long term contingencies.
NUMBER OF BOARD MEETINGS
The number of Board Meetings held during the year stands at 8.
|S.No ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||27th May 2016 ||4 ||4 |
|2. ||28th August 2016 ||5 ||5 |
|3. ||14th November 2016 ||4 ||4 |
|4. ||09th January 2017 ||4 ||4 |
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.
EXTRACT OF ANNUAL RETURN
As required under Section 92 of the Companies Act 2013 the extract of Annual Returnin Form MGT-9 is presented in the separate section of this Report in Annexure-B andforms an integral part of this report.
LOANS GUARANTEES & INVESTMENTS
The Company has not given any loan to or provided any guarantee or security in favor ofany other parties. The Company has also not made any investment of its fund with any otherparty.
INTERNAL FINANCIAL CONTROLS
The Company has put in place an adequate system of internal financial controls withrespect to the financial statements and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in operation was observed.
RISK MANAGEMENT POLICY
The Company has robust systems for Risk Assessment and mitigation which is reviewedperiodically. The
Company's risk identification and assessment process is dynamic and hence it has beenable to identify monitor and mitigate the most relevant strategic and operational risks.
There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under the provisions of Section 197(12) of the Actread with Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014.
During the year under review relationship with the employees is cordial.
LISTING ON SME PLATFORM
Your Directors are pleased to inform you that the Company's securities have now beenlisted on the ITP
Platform of BSE Limited on April 14 2014 and the Company has paid listing fee to theExchange for the year 2014-15.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present hence no consolidated financialstatements have been prepared.
During the year under review the Company has not accepted or renewed any fixeddeposits from the public.
ANNEXURES TO THIS REPORT:
The Annexures referred to in this report and other information which are required to bedisclosed are annexed herewith and forms part of this report of the Directors:
|Annexure ||Particulars |
|A ||Secretarial Audit Report |
|B ||Extract of Annual Return |
|C ||Corporate Governance Report |
|D ||Management Discussion and Analysis Report |
Your Directors place on record their appreciation of the support extended by itsEmployees Bankers Customers and various Government Agencies. The Board also wishes tothank the shareholders for their unstinted support.
|Date: 26.05.2017 ||By order of the Board of Directors || |
|Place: Kolkata ||For Autumn Builders Limited || |
| ||Deepak Kumar Singh ||Rani Mishra |
| ||(Director) ||(Director) |
| ||DIN: 03053786 ||DIN: 07250415 |