Your Directors have pleasure in presenting the Annual Report together with AuditedStatement of Accounts for the year ended 31st March 2018.
|Particulars ||31-03-2018 ||31-03-2017 |
|Sales ||7400 ||42117 |
|Total Income ||7400 ||42117 |
|Profit /(Loss)before Interest Depreciation Tax items ||(3042601) ||(2943211) |
|Finance Cost ||- ||- |
|Depreciation and Amortization Expenses ||12991 ||19779 |
|Profit(Loss) before Tax ||(3055592) ||(2962990) |
|Provision for Tax ||- ||- |
|Profit(Loss) after Tax ||(3055592) ||(2962990) |
|Surplus Balance brought forward ||(248832267) ||(245869277) |
|Surplus Balance carried to Balance Sheet ||(251887859) ||(248832267) |
RESULT OF OPERATIONS THE STATE OF AFFAIRS AND FUTURE PLANS
The Company was planning to commence the Real Estate operations in Kerala this year butcould not do so due to delay in obtaining relevant approvals.
The operations of the company for the year therefore comprised of only administrativeand statutory activities. This is also reflected in the accounts.
Apart from the project in Kerala the company is also contemplating and evaluatingother suitable business options.
Since the Company could not generate any profits your directors do not propose anydividend for the year under review.
DIRECTORS AND BOARD MEETING :
Santhosh Joseph Karimattom and Annamma Joseph retire at the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment.
On the recommendation of the Nomination & Remuneration Committee on 05-02-2018 theBoard appointed Chettupuzhakaran Francis Joe (DIN: 08054690) as Independent Director.Being an Additional Director he can hold office up to the date of the forthcoming AnnualGeneral Meeting. The Nomination & Remuneration Committee has recommended hisreappointment. Chettupuzhakaran Francis has experience in different fields of managementand finance and is eligible for re appointment as independent director. Proposal has beenreceived from one shareholder also for his re-appointment.
With effect from 01/10/2017 Annamma Joseph who belongs to the promoter group becamenon executive director of the Company.
KANDAMPULLY RAJESH who was independent director ceased to be a director with effectfrom 01/10/2017.
The Board/Committee meeting details are given in the Annexure -Corporate GovernanceReport which forms part of this report. The management follows the procedure as specifiedin the Act and LODR for appointment and re appointment of directors . The assessment andappointment of members to the board is based on a combination of criteria that includesethics personal and professional stature domain expertise gender diversity and specificqualification required for the position. A potential board member is also assessed on thebasis of the criteria defined in section 149(6) of the Companies Act 2013 and LODR forthe appointment of independent director.
Company has received declarations from each director stating that he/ she meets thecriteria defined for the position of independence director as laid down by the CompaniesAct 2013. Your Company has complied with the provisions of the Companies Act 2013.Theindependent Directors except the new director are not new to the company and so therewas no need for training even though the company has facility for the same
DIRECTORS RESPONSIBILITY STATEMENT .
Directors hereby affirm that:
i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures if any.
ii) We have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period.
iii) We have taken proper and sufficient care for 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.
iv) We have prepared the annual accounts on a going concern basis.
v) We have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively.
vi) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that systems are adequate and operating effectively.
Your Company is fundamentally committed to sustainable business and The managementfully stands for the principles of National Voluntary Guidelines on Social Environmentaland Economic Responsibilities of Business. Since the operations were scanty no suchreporting is being done.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
The Company has complied with the requirements of Corporate Governance as stipulatedunder the Listing Regulations and accordingly the Corporate Governance Report forms apart of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
The clause Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport of the Company for the year ended 31st March 2018 is not applicable to theCompany.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at BSE Limited Mumbai.
BOARD AND COMMITTEE MEETING DETAILS
The relevant details are given in the Corporate Governance report as Annexure - whichforms part of this report.
POLICY ON DIRECTOR' S KMP & OTHER EMPLOYEES APPOINTMENT AND REMUNERATION
The Company regards its employees across organizational hierarchy as its most valuableand strategic resource and seeks to ensure a high performance work culture through a faircompensation structure which is linked to Company and individual performance. At Citymanthe compensation is linked to the nature of job skill and knowledge required to performthe given job in order to achieve Company's overall directive.
In terms of Section 178 of the Companies Act 2013 and LODR the Nomination andRemuneration Committee shall recommend to the Board a policy relating to the remunerationof Directors Key Managerial Personnel and other Employees and accordingly this policy hasbeen formulated by the Nomination and Remuneration Committee of the Company and approvedby the Board of Directors.
But its scope was very limited during the year under review because the company hasonly very limited employees. None of the directors are paid any remuneration . ManagingDirector has waived his remuneration which was approved by the Central Government . KMPsinclude Company Secretary and Chief Financial Officer .
RISK MANAGEMENT POLICY
The Board has adopted a Risk Management Policy. The Policy aims to ensure resiliencefor sustainable growth and sound corporate governance by having an identified process ofrisk identification and management in compliance with the provisions of the Companies Act2013.
The Company recognizes that the emerging and identified risks need to be managed andmitigated to (a) Protect its shareholders and other stakeholder's interest (b) achieveits business objective and (c) enable sustainable growth.
DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
(1) (i) the ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year; The Directors are not paid anyremuneration and so the ratio is not applicable.
(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;There is no increase in remuneration of CFO and CS and directors are not paid anyremuneration.
(iii) the percentage increase in the median remuneration of employees in the financialyear; NIL.
(iv) the number of permanent employees on the rolls of company : Three.
(v) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; NotApplicable because there was no increase in the remuneration of employees and managerialremuneration.
(vi) the key parameters for any variable component of remuneration availed by thedirectors ;Not applicable because directors are not paid any remuneration.
(vii) We hereby affirm that the remuneration is as per the remuneration policy of thecompany.
(2) (a) Name of every employees of the Company who-
(i) If employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh; NIL.
(ii) If employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than 8.5 lakhrupees per month; NIL.
(iii) If employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two per cent of the equity shares of the company. NIL.
At the Annual General Meeting held on 27-09-2017 M/s NSVM & Associates CharteredAccountants(Firm Registration Number FRN No.010072S) was appointed as Statutory Auditorsof the Company to hold office until the conclusion of the Thirtieth Annual General Meetingto be held in the year 2022 Since the appointment is subject to the yearly ratification bymembers the Board recommends for its ratification by the members at the ensuring AnnualGeneral Meeting.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO
A. Energy Conservation
|Steps taken or impact on conservation of energy ||Company's activities does not consume huge quantity of energy |
|Steps taken to utilize alternate source of energy ||Not applicable because not much energy is used for operation |
|Capital investment in energy conservation equipment ||NIL |
B. Technology Absorption:
|Effort made towards absorption of technology ||NA |
|Benefit derived like product improvement cost reduction product development or import substitution ||NIL |
|In the case of imported technology: ||NA |
|a) The details of technology imported || |
|b) Year of Import || |
|c) Whether technology has been absorbed: || |
|d) If not areas where absorption has taken place and reasons there of || |
C . Foreign Exchange Earnings & Outgo.
|Particulars ||Amount(in Rs) for the current year ||Amount (in Rs) for the last year |
|Earnings ||Nil ||Nil |
|Out go ||Nil ||Nil |
1. Extract of Annual Return relating to Financial Year to which the Boards' Reportrelates attached in format MGT 9.
2. There is no material changes / commitments affecting the financial position of thecompany occurring after the balance sheet date.
3. Company has developed and implemented Risk Management policy commensurate with thesize and operation of the Company.
4. Company has adequate internal financial control mechanism supported with rules andprocedures to be followed for each transactions/events . The Company has appropriateinternal control systems for business processes with regard to its operations financialreporting and compliance with applicable laws and regulations. It has documented policiesand procedures covering financial and operating functions and processes. These policiesand procedures are updated from time to time and compliance is monitored by the internalaudit function as per the audit plan. The Company continues its efforts to align all itsprocesses and controls with best practices.
5. Disclosure in respect of voting rights not exercised directly by the employees inrespect of shares (as per Sec 67(3) of the Companies Act and Rule 16 of Companies( ShareCapital and Debenture )Rules 2014 : NA.
6. No loan / guarantee or financial assistance were given .The company has not made aprovision of money for the purchase of or subscription for shares in the company.
7. Company does not have any subsidiary or associate companies or joint ventures.
8. The rules regarding Corporate Social Responsibility are not applicable to thecompany.
9. During the year the operations of the company were meager. But Vigil Mechanismcommensurate with the size and operations of the Company have been implemented. TheCompany has adopted a policy to provide a formal vigil mechanism to the Directors andemployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The Policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairperson of the Audit Committee. It is affirmed thatno personnel of the Company has been denied access to the Audit Committee. The Board haspursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 and the ListingRegulations framed Whistle Blower Policy and Vigil Mechanism.
10. Company has not taken any deposit.
11. There is no change in the nature of business of the Company.
12. No orders were passed by the regulators Courts Tribunals impacting the goingconcern status and Company's operations in future. There has been no significant materialchanges and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year and the date of this report.
13. There are no changes among Key Managerial personals during the year under review.
14. Company has not issued any issued any equity shares with differential rights/ sweatequity/ employee stock options plans.
15. Company has not bought back any shares.
16. Company has not given any loans /guarantees or investments under section 186 of theCompanies Act.
a) There was no related party transactions as per Section 188 of the Act.
b) No cases have been filed under the Sexual Harassment of Women at Workplace(prevention prohibition & Redressal ) Act2013. Company does not have any womanemployee The Company has adopted a Policy on Prevention Prohibition and Redressal ofSexual Harassment at the Workplace in line with the provisions of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthere under. The Policy aims to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure.
c) Pursuant to the provisions of Section 204 of the Act and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of theCompany had appointed Mr. Krishnan Potty Jayaraj Company Secretary in Practice toundertake the Secretarial Audit of the Company for the year ended 31st March 2018. TheSecretarial Audit Report is annexed as Annexure. The Secretarial Audit Report for thefinancial year ended 31st March 2018 does not contain any qualification reservationadverse remark or disclaimer. The remarks are self explanatory Secretarial audit report isgiven as annexure and forms part of this report.
d) The company has implemented a policy to undertake formal annual evaluation of theperformance of directors / committees and individual directors . Since the activity andperformance of the company was very minimal in all fronts the scope of such evaluationwas very limited . The evaluation is being done as per the LODR.
e) The composition and other details of audit committee is reported in CorporateGovernance Report which is given as annexure and forms part of this report . The Board hasaccepted all the recommendations of the audit committee.
1) The audit report of the company does not contain any adverse qualifications or anycomment on fraud.
The Board of Directors wish to place on record their appreciation for the co-operationand support received from all.
| || |
By Order of the Board
|Place : Bengaluru ||Santhosh Joseph Karimattom ||Annamma Joseph |
|Date : 29-05-2018 ||Chairman & Managing Director ||Director |