Your Directors have pleasure in presenting the TwentyFourth Annual Report together withaudited accounts for the year ended 31st March 2018.
|Particulars || |
For The Year Ended
| ||31.03.2018 ||31.03.2017 |
| ||(Rs.) ||(Rs.) |
|Income from Operations ||433603 ||391609 |
|Other Income ||NIL ||NIL |
|PBIDT ||154613 ||158041 |
|Interest ||NIL ||NIL |
|Depreciation ||NIL ||NIL |
|Provision for Income Tax ||30500 ||30000 |
|Provision for Deferred Tax ||NIL ||NIL |
|Net Profit After Tax ||124113 ||128041 |
REVIEW OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The income from operations during the year under review was at Rs.4.34 lakhs. The netprofit after tax was at Rs.1.55 lakhs as against Rs.1.58 lakhs in the previous year. Nomaterial changes and commitments have occurred after the close of the year till the dateof this Report which affect the financial position of the Company.
DIVIDEND & RESERVES
Keeping in view of accumulated losses your Directors regret their inability to declareany dividend.
DIRECTORS RESPONSIBILITY STA TEMENT
In Compliance with section 134(3) (C) of the Companies Act 2013 YourDirectors confirm
a) That in the preparation of Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.
b) That they have selected such accounting policies and applied them consistently andmade judgements 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 or loss of the company for that period.
c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your company and for preventing and detecting fraud and otherirregularities :
d) That they have prepared the annual accounts on a going concern basis.
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The authorized Equity capital and paid up Equity Share capital as at 31stMarch 2018stood at Rs. 600.00 Lakhs and Rs. 137.50 Lakhs. During the year under reviewthe Company has not increased authorized capital as well as paid up capital of thecompany.
COST AUDIT/MAINTENANCE OF COST RECORDS
Our company was not falling under criteria given for maintenance of Cost Record/ CostAudit as per the Companies (Cost Records and Audit) Rules 2014. Hence cost audit/Maintenance of cost record was not conducted.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s M.K.Madhavan & Associates Practicing Company Secretaries Chennai toundertake the Secretarial Audit of the company. The Report of the Secretarial Audit Reportis annexed herewith. The company noted the observations made by the Secretarial Auditorand necessary actions are being taken to regularise the compliances in the coming years.
Cash & Cash equivalent as at March 312018 was Rs. 0.28 Lacs
During the period under review the board has re-appointed all the existing IndependentDirectors as per the Companies Act 2013 and All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under section 149(6)of the Companies Act 2013 and Clause 49 of the Listing Agreement.
The Company has not accepted deposits covered under chapter V of the companies act2013.
During the year the Company held four board meetings on 30th May 2017 05thJuly 2017 14th November 2017 and 09th Feb 2018.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has framed familiarization programme for independent Directors pursuant toEquity Listing Agreement.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil mechanism/Whistle Blower policy to deal with instance of fraudand mismanagement if any.
RISK MANAGEMENT POLICY
The company has adequate risk management framework to deal with risks faced by thecompany which in the opinion of the board has an impact on its operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the Financial year the company has given loans and made investments within thelimits as prescribed under section 186 of the Companies Act 2013.
|SL.NO ||Description ||As on 31.03.2017 ||Additions ||Deletions ||As on 31.03.2018 |
|1. ||Loans given by the company ||6458858 ||389757 ||NIL ||6848615 |
|2. ||Corporate Guarantee given by the Company ||NIL ||NIL ||NIL ||NIL |
|3. ||Investments made by the Company ||5011222 ||519549 ||NIL ||5530771 |
EXTRACTS OF ANNUAL RETURN
The Extract of the Annual Return in form MGT 9 as required under Section 92 of theCompanies Act 2013 is annexed herewith as "Annexure A" and forms partof this report.
INTERNAL FINANCIAL CONTROLS
The company's internal control system is commensurate with its size scale andcomplexities of its operations and the same is effective.
Pursuant to Section 139 of the Companies Act 2013 M/s Lily & Geetha AssociatesChartered Accountants Chennai were appointed as Statutory Auditor of the Company for aterm of 5 years commencing from the conclusion of 23rd Annual General Meetingto the conclusion of 28th Annual General Meeting.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate sections together with thecertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has no activity relating to conservation of energy or technologyabsorption. There was no foreign exchange earnings or outgo during the year under review.
MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No orders were passed by regulators or courts against the Company that would impact thegoing concern status of the Company and Company's operations.
PARTICULARS OF EMPLOYEES
There were no employees who where in receipt of remuneration in excess of the limitsspecified under Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year 2017-18.
INDUSTRIAL RELATIONS / PERSONNEL
Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.The total number ofemployees as on 31st March 2018 stood at 1.
The Company is not having any subsidiary joint venture or associate company.
LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company were listed with Bombay Stock Exchange Ltd (BSE).
FOREIGN EXCHANGE EARNINGS & OUTGO
During the financial year 2017-18 there is foreign exchange earning & outgo.
Your Directors place on record their appreciation of employees for their dedication andcommitment. Theyalso take this opportunity to thank the bankers clients and othersassociated with the Company for their support.
| ||On behalf of the Board of Directors |
| ||R.C. BETALA |
| ||CHAIRMAN |
|Place: Chennai || |
|Date: 30.05.2018 || |