To the Members
Your Directors hereby present the 75th Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2018.
|Particulars ||Rupees in 000's |
| ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Revenue ||48391 ||49330 |
|Profit before Taxation ||1946 ||2235 |
|Less : Provision for Tax || || |
|Current Tax ||875 ||1000 |
|Deferred Tax ||(1469) ||(249) |
|Excess / (Short) Provision for Tax Earlier Years ||7 ||- |
|Profit after Tax for the year ||2533 ||1484 |
|Add : Brought forward profit ||13962 ||12478 |
|Profit available for appropriation ||16495 ||13962 |
|Transfer To General Reserve || || |
|Balance carried over to Balance Sheet ||16495 ||13962 |
The total revenue of the Company for the year ended 31st March 2018 wasstood at Rs. 483.91 lakh (previous year Rs. 493.30 lakh) and the profit before tax is Rs.19.46 lakh (previous year Rs. 22.35 lakh). The profit after tax is stood at Rs. 25.33 lakh(previous year Rs. 14.84 lakh).
Dividend on Equity and Preference Shares:
Considering the inadequate profit for the year under review of the Company the Boardof Directors regret to recommend any dividend for the year ended 31st March2018 on equity as well as preference shares.
Transfer to Reserves:
No amount was transferred to the reserves during the financial year ended 31st March2018.
The Company has neither invited nor accepted any deposits from Public.
Mr. Dilip V. Kothari retires by rotation and being eligible offers himself forre-appointment.
The following policies of the company are attached herewith and marked as Annexure 1Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management(Annexure 1) Policy on Remuneration to Director's (Annexure 2) Policy on Remuneration ofKey Managerial Personnel and Employees (Annexure 3)
Directors Responsibility Statement:
Pursuant to sub-section (5) of section 134 of the Companies Act 2013 the Board ofDirectors of the company hereby state and confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same; ii) they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profits of theCompany for that period; iii) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv) they have prepared the annual accounts on agoing concern basis; v) they have laid down internal financial controls for the Companyand such internal financial controls are adequate and operating effectively; and vi) theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and such systems are adequate and operating effectively.
Corporate Social Responsibility (CSR):
The provisions of section 135 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are not applicable to your company.
However Company's social welfare and community development initiatives focus on thekey areas of education health care. As a social responsible Corporate Citizen thecompany continues to support a wide spectrum of community initiative through N.G.O.s /Charitable Institutes as well as programs for health education and environment. Also yourcompany do carry Medical Camps for the locals of Matheran & around on regular Basisincluding vaccination for school children. These projects are largely in accordance withSchedule VII of the Companies Act 2013.
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.
Your Company has developed a structured mechanism of vigilance functions and itsfocused towards creation of value for all the stakeholders. The practices involvemulti-layer checks and balances to improve transparency. Vigilance Awareness andpreventive vigilance activities were continuously carried out during the year. Guidelinesof central vigilance commission (CVC) are being followed.
Particulars of Loan Guarantees and Investments under Section 186:
During the year Company has not given any loan guarantee or made investment coveredunder Sec 186 of CA 2013.
Related Party Transactions:
All Related Party Transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. Please refer point B'of Note 37 to the Notes to the accounts.
Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure 4.
Subsidiaries Joint Ventures and Associate Companies:
During the year under review no company has become or ceased to be the Company'ssubsidiaries joint ventures or associate companies.
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 in future.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.
Material Changes And Commitment If Any Affecting The Financial Position Of The CompanyOccurred Between The Ends Of The Financial Year To Which This Financial Statement RelateAnd The Date Of The Report:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report
During the year 4 Board Meetings were held. Meetings were held on 30.05.201713.09.2017 14.11.2017 13.02.2018
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 5"
M/s Sancheti & Co. (Firm Registration No. 000016C ) Chartered Accountants havebeen appointed as statutory auditors of the company for a period of five years i.e. fromthe conclusion of 75th Annual General Meeting to 80th Annual GeneralMeeting subject to ratification by members at every consequent Annual General Meeting inplace of the retiring auditors M/s Amar Bafna & Associates Chartered Accountant (FirmRegistration No.114854W). Therefore ratification of appointment of Statutory Auditors isbeing sought from the members of the Company at the ensuing Annual General Meeting.
The comments made in Auditors Report read with notes on accounts are self-explanatoryand therefore in the opinion of the Directors do not call for any further explanation.
The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Mumbai. Itmay be noted that there are no payment outstanding to the said Exchange by way of listingfees etc.
Secretarial Audit Report:
In accordance with Section 204 of the Companies Act 2013 the Company had appointedMSR& Associates Company Secretaries as Secretarial Auditors for the financial yearended 31st March 2018. The Secretarial Auditor's report forms part of the Annual Report.
Particulars of Employees:
Information as per Section 197 of the Companies Act 2013 (the Act') read withthe Companies Appointment and Remuneration of Managerial Personnel Rules 2014 as amendedby notification dated. 30/06/2016 list of the top ten employees in terms of remunerationdrawn is annexed as Annexure 2. None of the employees is employed on a remunerationof RS. 850000/- p.m. or Rs. 10200000/- p.a.
Energy Conservation Technology Transfer and Foreign Exchange Earnings and Outgo:
Information required to be disclosed pursuant to section 134 (3) (m) of The CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 with respect toconservation of energy technology absorption and foreign exchange earning & outgo arefurnished hereunder:
a) Conservation of Energy: The Company has always given high priority to energyconservation. Constant efforts have been made to reduce energy consumption on continuosbasis. Employee awareness and effective monitoring of uses of energy are being pursued.The Company is also examining the use of alternative source of energy. It had alreadyimplemented Hot Water System at the hotel site and converting normal lighting to PL/CFLlighting to save fuel and electricity consumption to the considerable extent. b)Technology Absorption: The Company being in the hospitality industry its activities donot as such involve any technology absorption or expenditure on research and development.Nonetheless the Company's endeavors would be to achieve what is best possible in itsbusiness.
c) Foreign Exchange Earnings & Outgo: Rs.0.87 lakh being realization under creditcards (Previous year Rs. 1.39 lakh). Outgo Rs. Nil (Previous year Nil)
Regulation 15 (2 t) of SEBI(Listing Obligations and Disclosure Requirement)Regulations 2015 in respect of Corporate Governance is not applicable to your Companysince the paid up capital of the company is less than Rs. 3 crore.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers Central & State Government LocalAuthorities and all other authorities during the year under review. Your Directors alsolike to thanks to its customers contractors and suppliers for their continuous supportand confidence in its management.
Your Directors would like to appreciate the efforts of the Company's employees fortheir continued support extended to the company.
| || ||By Order of the Board |
| ||Vinaychand Kothari ||Dilip V. Kothari |
|Place Mumbai ||Chairman & Managing Director ||Jt. Managing Director |
|Date : 20th July 2018 ||DIN: 00010974 ||DIN: 00011043 |