Your Directors have pleasure in presenting the Thirty-Fifth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended on 31st March 2019.
1. FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results 2018-19 are as under:
|Particulars ||Current Year ||Previous Year |
| ||2018-19 ||2017-18 |
|Total Revenue ||4545128 ||5041361 |
|Profit before Depreciation and Tax ||201636 ||155705 |
|Profit Before tax and exceptional items ||201636 ||155705 |
|Exceptional Items ||- ||- |
|Profit Before Tax ||201636 ||155705 |
|Current Tax ||40000 ||- |
|Previous year Tax ||- ||432930 |
|Excess in provision for current tax for earlier years. ||- ||- |
|Profit after Tax ||161636 ||(277225) |
The Board of Directors does not recommend any Dividend for FY 2018-19.
3. TRANSFER TO RESERVES:
During the year under review no amount is appropriated from Profit and Loss Accountand transferred to any Reserve Account.
4. SHARE CAPITAL:
The equity share capital of the Company as on 31st March 2019 stood at Rs.69000000/- Consisting of 6900000 equity shares of Rs. 10/- each. During the yearunder review the Company has not allotted any shares or securities.
5. CHANGE IN NATURE OF BUSINESS:
There were no changes in the nature of business of the Company during the year underreview.
6. DISCLOSURE UNDER SECTION 67 (3) (C) OF THE COMPANIES ACT 2013:
No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.
7. DEPOSITS AND LONG TERM BORROWINGS:
During the year Company has not accepted any Deposits or long term borrowings from anyperson except Unsecured Inter Corporate Loans.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year Company has not entered in to any related party transactions and hencedisclosures in that regard are not required to be made.
9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
The Company has neither provided any Loans or guarantees nor has made any investmentunder Section 186 of the Companies Act 2013.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2018-19 the Board of Directors confirm that:
(a) in the preparation of the annual accounts for the year ended on 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
(c) they have taken proper and sufficient care towards the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared annual accounts on a going concern basis;
(e) they have laid down proper internal financial controls which are adequate and areoperating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
11. NUMBER OF MEETINGS OF THE BOARD:
During the year under review the Board has held eight meetings on 30-05-201812-07-2018 06-09-2018 14-08-2018 13-11-2018 12-02-2019 19-02-2019 and 22-03-2019. Thegap between two meetings were within the timeline prescribed under the Companies Act2013.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review following changes were made in the Composition of Boardof Directors:
(a) Cessation of Mr. Janayash Desai as director w.e.f. 05-02-2019.
(b) Cessation of Ms. Roshniben Hareshbhai Vaniya as director w.e.f. 29-09-2018.
(c) Cessation of Mr. Priyank Prajapati as director w.e.f. 12-03-2019.
(d) Appointment of Mrs. Roshniben Hareshbhai Vaniya as an additional director in thecategory of Independent Director w.e.f. 30-09-2018.
(e) Appointment of Mrs. Ami Namankumar Shah as an additional director in the categoryof Executive Director w.e.f. 19-02-2019.
(f) Appointment of Mr. Naman Shah as an additional director in the category ofExecutive Director w.e.f. 22-03-2019.
During the year under review following changes were made in KMP:
(a) Cessation of Mr. Devansh Gala Company Secretary and Compliance officer of thecompany w.e.f. 06-03-2019.
(b) Appointment of Ms. Sanam Karimbhai Surani Company secretary and Compliance Officerof the company w.e.f. 22-03-2019.
(c) The Company does not have CFO during the year.
13. DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2018-19 confirming that they meetthe criteria of independence as prescribed under the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
14. THE EXTRACTS OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 is annexed as Annexure A to thisDirectors' Report and forming part of Annual Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is prepared and formingpart of this Annual Report.
16. CORPORATE GOVERNANCE:
During the financial year 2018-19 the paid up share capital and Networth of theCompany were Rs. 6.90 crores and Rs. 7.16 crores respectively which are less than minimumprescribed limits for applicability of corporate governance as per SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 and hence requirement offurnishing report on corporate governance is not applicable to the Company.
17. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.
18. SUBSIDIARIES AND JOINT VENTURE:
Company does not have any subsidiary companies. Company has not made any investment inJoint Venture.
19. ENVIRONMENT HEALTH AND SAFETY (EHS):
The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.
20. CORPORATE SOCIAL RESPONSIBILITY:
The provisions with respect to the Corporate Social Responsibility does not apply tothe Company as the Company does not fall within the limits specified under Section 135(1)of Companies Act 2013 read with rules framed there under and hence no disclosures arerequired to be made in that regards.
21. POLICY ON DIRECTORS' APPOINTMENT:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification/ appointment of Directors which are as under:
Criteria for Appointment:
A. The proposed Director shall meet all statutory requirements and should:
Not have any direct or indirect conflict with business operations.
Be willing to devote time and efforts.
Have relevant experience.
Have understanding about corporate functionality.
Understand real value of stakeholders.
B. Process for identification of Directors/Appointment of Directors:
Board Members may suggest any potential person to the Chairman of the Companymeeting the above criteria. If the chairman deems fit recommendation will be made by himto NRC.
Chairman himself can also recommend a person to NRC.
NRC shall process and evaluate the proposal and shall submit theirrecommendation to Board.
Board shall consider such proposal on merit and decide suitably.
22. REMUNERATION POLICY:
The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:
A. Components of Remuneration
Fixed Pay comprising Basic Salary Conveyance Allowances/Reimbursement Company'scontribution to Provident Fund Superannuation Fund Gratuity etc.
Variable Pay which is either in the form of Commission to Managing and Whole-TimeDirectors.
B. Annual Appraisal process:
Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on:
Assessment by Immediate Superior and
Assessment by Head of Department
Annual Increment leading to an increase in Fixed Pay consists of Economic Rise based onAll India Consumer Price Index published by the Government of India or Internal Surveywherein inflation on commonly used items is calculated.
Annual Appraisal equally depends on the Profitability of the Company.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors asfollows:
Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board and payment of Sitting Fees.
23. Independent Directors' Meeting:
A separate meeting of independent directors was held on 22nd August 2018under the chairmanship of Mr. Nikhil Joshi to review the performance of Non-IndependentDirectors the Board and its' chairperson and assess the quality quantity and timelinessof flow of information about the Company Management and the Board. Details of attendanceof the Directors at the said meeting are:
|Name of Director ||Designation ||No of meeting attended |
|Ms. Rakhi Patel ||Independent Director ||1 |
|Ms. Roshniben Hareshbhai Vaniya ||Independent Director ||1 |
24. MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Company has not paid any Remuneration to the existing Directors and henceprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1)(i) to (xii)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not required to be disclosed.
26. AUDIT AND RISK MANAGEMENT COMMITTEE:
The Audit Committee is constituted in line with the Provision of Regulation 18 of SEBI(LODR) Regulations 2015 read with Section 177 of the Companies Act 2013.
The Audit Committee met 4 times on 30.05.2018 14.08.2018 10.12.2018 and 20.02.2019and statutory auditors also attended the meeting and attendance of the members was asunder;
Composition and Attendance of Audit Committee:
|Name of Members ||Designation ||30.05.2018 ||14.08.2018 ||10.12.2018 ||20.02.2019 |
|Mr. Jinen Shah ||Chairman ||a ||a ||- ||a |
|Ms. Rakhiben Patel ||Member ||a ||- ||a ||a |
|Mrs. Roshaniben Vaniya ||Member ||a ||a ||a ||a |
27. NOMINATION REMUNERATION COMMITTEE:
The Remuneration Committee met twice during the year on 16th October 2019 & 15thFebruary 2019. The nomination and remuneration committee of the Company is constituted inline with the provisions of Regulation 19 of SEBI (LODR) Regulations read with Section178 of the Act.
The constitution of the committee and the attendance of each member during the year isas given below:
|Name of Members of Nomination Committee ||Designation ||16.10.2018 ||15.02.2019 |
|Mr. Jinen Shah ||Chairman ||a ||a |
|Mr. Rakhi Patel ||Member ||a ||a |
|Mrs. Roshaniben Vaniya ||Member ||a ||a |
|Mrs. Ami Naman Shah ||Member ||- ||a |
The terms of reference of the Remuneration Committee' are as follows:
1. To determine on behalf of the Board and on behalf of the Shareholders the Company'spolicy on specific remuneration packages for Executive Directors including pension rightsand any compensation payment.
2. Such other matters as may from time to time be required by any statutorycontractual or other regulatory requirements to be attended to by such committee.
3. To carry out the evaluation of every Director.
4. To evaluate the criteria for evaluation of Independent Directors and the Board.
During the year no remuneration paid to executive director and there is no sitting feespaid to Non Executive Directors for attending Board and Committee Meetings.
28. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The stakeholders' relationship committee is constituted in line with the provisions ofRegulation 20 of SEBI (LODR) Regulations read with section 178 of the Act.
The Stakeholders Relationship Committee met twice during the financial year. Thedetails of the meeting attended by the Directors are as given below:
|Name of the Director ||Category of Directorship ||Chair Person / Member ||No of meetings attended as a member. |
|Mr. Jinen Shah ||NED ||Chairperson ||1 |
|Mrs. Roshniben Vaniya ||ID ||Member ||1 |
|Mr. Rakhi Patel ||ID ||Member ||1 |
The terms of reference of the committee are inter alia as follows:
(a) Review the reports submitted by the Registrars and Share Transfer Agents of theCompany at half yearly intervals.
(b) Investor relations and redressal of shareholders grievances including relating tonon-receipt of dividend Annual Report non receipt of shares etc.
(c) Oversee the performance of the Registrars and Share Transfer Agents of the Company.
There are no Shareholder's complaints pending with the Company.
29. VIGIL MECHANISM:
The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable tothe Company.
However Company has established whistle Blower Policy as matter of Good Governance.
30. RISK MANAGEMENT POLICY:
The provisions of Regulation 21 of SEBI (LODR) Regulations 2015 is not applicable tothe Company hence no Risk Management Committee is formulated. However the Board ofDirectors has developed and implemented Risk Management Policy for the Company. It hasidentified and assessed various risks factors with potential impact on the Company inachieving its strategic objectives or may threaten its existence. The Policy lays downprocedures for risk identification assessment monitoring review and reporting. ThePolicy also lists the roles and responsibilities of Board and Risk Management Committee.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2018-19 the Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head.
32. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review the provisions of Section 125(2) of the Companies Act2013 do not apply as there was no dividend declared and paid in last seven years so theCompany was not required to transfer any amount to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for repayment.
A. STATUTORY AUDITORS:
As per Section 139 of the Companies Act 2013 and Rules as Companies (Audit &Auditors) rules 2014 Members of the Company appointed M/s. S.D Mehta & Co.Chartered Accountant as Statutory Auditor of the Company from the financial year 2018-19to 2023-24 subject to ratification by the members at every year in Annual General Meeting.
The Auditors' report for financial year 2018-19 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remark.
B. SECRETARIAL AUDITORS:
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed M/s. J Akhani Associates Company Secretaries Ahmedabad asSecretarial Auditors of the Company for FY 2018-19. A Secretarial Audit Report for FY2018-19 is annexed herewith as Annexure B.
The Report of the Secretarial Auditor is qualified for non compliance of Companies Act2013 and SEBI LODR Regulation 2015. Management comments thereto are as under:
1. Company has not appointed Chief Financial Officer:
Company is in search of suitable candidate for the post of Chief Financial officer andassures to appoint a right candidate for the said post.
2. Imposition of fine on company for non compliance of various regulations of SEBI(LODR) Regulations 2015.
Fine has been imposed by the BSE Limited in some matter for filing the details at laterdate with part payment of imposed fine by BSE website. Company assures to make timelycompliances in future.
C. COST AUDITOR:
Provisions of section 148 of Companies Act 2013 are not applicable to the Company andhence no disclosure is required to be made in this regard.
34. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statement relatesand up till the date of Report.
35. DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:
There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal that could affect the going concern status andCompany's operation in future.
36. 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. Your Directors further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace as per (Prevention Prohibition and Redressal) Act 2013.
37. APPRECIATION AND ACKNOWLEDGMENT
Your Directors take this opportunity to express its sincere thanks to all theemployees customers suppliers business associates bankers investors lendersregulatory and government authorities and stock exchanges for their support.
| || |
|Registered Office: ||By Order of the Board |
|E-803 Titanium City Centre || |
|Near Sachin Tower Anand Nagar Road || |
|Ahmedabad-380015. ||Sanam Surani |
| ||Company Secretary |
|Date: 13th August 2019 || |
|Place: Ahmedabad || |