Your Directors are pleased to present the Second Annual Report of your Company togetherwith Audited Financial Statements for the financial year ended March 31 2018.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review figures is given hereunder:
|Particulars ||Figures ||Figures |
| ||2017-18 ||2016-17 |
|Net Sales & Other income ||1276448 ||Nil |
|Profit before Taxation ||(5782858) ||(2102858) |
|Provision for Taxation ||(257430) ||Nil |
|Profit After Tax ||(6040288) ||(2102858) |
The Directors have not recommended any dividend on the Equity shares of the Companysince there was no activity carried out in the year under construction.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid.
During the period under review no amount is proposed to be carried to any reserve.
5. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2017-18 8 Board Meetings were held. The details arementioned below.
|Sr. No. ||Date of BM ||No. of Directors present |
|1. ||22.05.2017 ||3 |
|2. ||29.05.2017 ||3 |
|3. ||30.05.2017 ||5 |
|4. ||11.07.2017 ||3 |
|5. ||09.08.2017 ||3 |
|6. ||10.08.2017 ||3 |
|7. ||01.11.2017 ||3 |
|8. ||18.01.2018 ||4 |
As per the provisions of the Companies Act 2013 Mr. Vellatu Puthanveetil RavindranMenon retires by rotation at the ensuing AGM and being eligible seeks reappointment.
Your Board is of the opinion that continued association with Mr. Vellatu PuthanveetilRavindran Menon with the Company will be of immense benefit to your company andtherefore recommends his reappointment.
7. AUDITORS & AUDITORS REPORT:
M/s. Desai Associates Chartered Accountants were appointed as Auditors of the Companyfor a term of 5 (five) consecutive years at the Annual General Meeting held on 29thSeptember 2017. They have confirmed that they are not disqualified from continuing asAuditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
8. OTHER UPDATES
i. Scheme of Arrangement
The Board of Directors of your Company vide resolution dated May 30 2017 approved thedemerger of foreign exchange division of Cox & Kings Limited parent company into Cox& Kings Financial Service Ltd. (CKFSL) under sections 230 - 232 of the Companies Act2013 read with Companies (Compromises Arrangements and Amalgamations) Rules 2016. Theparent Company made an application to Stock Exchanges (BSE/ NSE) under Regulation 37 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 seekingtheir approval for the said Demerger Scheme. The BSE & NSE approved the said DemergeScheme vide their letter dated October 31 2017 & October 30 2017.
The Company had filed the petition with National Company Law Tribunal Mumbai bench("NCLT") under Sections 230 - 232 of the Companies Act 2013 read with Companies(Compromises Arrangements and Amalgamations) Rules 2016. National Company Law TribunalMumbai bench ("NCLT") vide its order dated 26th March 2018 ("Order")inter alia directed the Company to convene and hold a meeting of equity shareholders ofthe Company for seeking their approval to the Scheme of Arrangement between the Companyand Cox & Kings Financial Service Limited and their respective shareholders.
Pursuant to the Order dated March 26 2018 ("Order") of the Hon'ble Tribunala meeting of the Equity Shareholder of the Company ("Meeting") was convened andheld at Cultural Hall
4th Floor Y. B. Chavan Centre General Jagannath Bhosle Marg Near Mantralaya NarimanPoint Mumbai 400021 Maharashtra on Thursday May 10 2018 at 1:00 p.m. (IST) forapproving the Scheme of Arrangement.
The proposed resolution approving the Scheme was passed with requisite majority by theEquity Shareholders of the Company. The Company has admitted the petition to NCTL and thematter has now been posted for final hearing on August 2 2018.
ii. NBFC License
Your Company proposes inter-alia to carry on the business of holiday financingstudent loan financing and other non-banking financial service activities and a foreignexchange business. In this respect Reserve Bank of India (RBI) had granted a Non-BankingFinance
Company (NBFC') Licence to the Company.
Your Company had applied for membership with all the Credit Information Companies
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATESAND JOINT VENTURE COMPANIES:
The Company does not have any subsidiary associate and Joint Venture Company hencecompliance/disclosure with Rule 8 of the Companies (Accounts) Rules 2014 is not requiredto be made.
10. FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from public shareholders and employeesduring the year.
11. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith asAnnexure No. 1 to this report.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The details as envisaged Pursuant to Section 134(3) 188(1) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 the Company has not enteredinto any contracts/arrangements with related parties hence particulars in Form AOC -2 arenot applicable/required.
14. PARTICULARS OF EMPLOYEES:
During the period there was no employee in the employment of the Company drawingremuneration in excess of the limit prescribed in the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As the Company is yet to start its operations the information required to be givenunder the provisions of Section 134 read with Companies (Accounts) Rules 2014 is notapplicable.
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
16. SIGNIFICANT AND MATERIAL ORDERS:
There is no orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm that;
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and ofthe profit of the Company for that period;
c) the directors 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;
d) the directors have prepared the annual accounts on a going concern basis; and
e) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to express their appreciation of the continued support andco-operation received from the all the stakeholders of the Company.
For and On behalf of the Board of Directors