To the Members
Your directors have immense pleasure in presenting Twenty Fifth Annual Report on thebusiness and operations of the company together with the Audited statement of Accounts forthe financial year ended 31st March 2017.
1. Financial Results
During the year under review the financial result of your Company are as follows :
|Particulars ||Period Ended 31st March 2017 (` Lacs) ||Period Ended 31st March 2016 (` Lacs) |
|Gross Receipts ||469.75 ||599.42 |
|Profit before Depreciation ||63.42 ||123.60 |
|Depreciation ||(10.68) ||(15.19) |
|Profit Before Tax ||52.74 ||108.41 |
|Provision for Tax ||(16.69) ||(34.68) |
|Deferred Tax Liability/assets ||4.81 ||3.26 |
|Profit After Tax ||40.86 ||70.47 |
|Brought Forward from previous year ||2302.86 ||2232.39 |
|Appropriations || || |
|Adjustment for depreciation as per schedule II of Companies Act2013 ||- ||- |
|Balance Transferred to Balance Sheet ||2343.72 ||2302.86 |
|Earnings per share (Basic) ||0.12 ||0.20 |
The company does not earn income except the above however there will be taken the bestefforts to generate more income in future.
No Dividend was declared for the current financial year.
3. UNCLAIMED DIVIDEND
As per Provisions of Section 125(2) of the Companies Act 2013 the amount of unclaimeddividend outstanding for more than Seven Years are due to transfer to IEPF A/c and shallbe transferred within 30 days from the date of completion of 7 years.
During the year under review the company has neither invited or nor accepted anydeposit from public.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
7. RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures. The details of the risks faced by the Company and the mitigation& palliation thereof are discussed in detail in the Management Discussion and Analysisreport. ( as per Annexure I to this Report).
8. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant to Listing Obligations & DisclosuresRequirement Regulations 2015 is attached and forms part of this report.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the criteria for applicability of the provisions of social responsibilityas per section 135 of the Companies Act 2013 is not applicable to the company. The netprofit of the company is below Rs.5.00 crore. The board of directors of the company arealways enthusiastic for carrying on the social activities as per Companies Act bydefraying the resources out of the income of the company but due to negligence of theprofit as compared to preceding years the board of directors is constrained to initiatesuch responsibility.
10. 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.
11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were contract or arrangements made with related parties as defined under Section188 of the Companies Act 2013 during the year under review for premises taken on leasefrom related party.
12. STATUTORY AUDITORS
M/s Chaudhry Vigg James & Company Chartered Accountants who were re-appointed asstatutory Auditors of the company to hold office in accordance with the provisions ofthe Act for a period of three years viz. from the conclusion of this AGM upto to theconclusion of AGM to be held for F/Y 2018-19 subject to ratification of the appointment bythe members at ensuing AGM held after this AGM and the Board of Directors be and arehereby authorized to fix such remuneration as may be determined by the audit committee inconsultation with the auditors and that such remuneration may be paid on a progressivebilling basis to be agreed upon between the auditors and the Board of Directors.
13. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS.
There were no qualifications reservations adverse remarks or disclaimers made by M/sChaudhry Vigg James & Company Statutory Auditors & M/s Sachin Sinha &Associates Company Secretary in their Audit Report. The Secretarial Auditor's report byMr. Prassan Navin Kumar Sinha of M/S Sachin Sinha & Associates Company Secretary inPractice have been obtained and annexed as per Annexure II to this Report.
14. DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act are in placeand adhered to by the Company in word and spirit.
15. ANNUAL RETURN
The extracts of Annual Return in form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration ) Rules 2014 isattached to this Report. (As per Annexure III to this Report) .
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andpursuant to Listing Obligations & Disclosures Requirement Regulations 2015. Thepolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
17. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
18. BOARD MEETINGS
The Company had Four Board meetings during the financial year under review on 27th May2016 22nd July 2016 28th October 2016 & 27th January 2017.
During the financial year 2016-17 the Board of Directors re-appointed Ms. ShikhaMundra who retired by rotation and who has given her consent to be appointed as directorof the company.
Sh. Shiv Narayan Daga is the chairman and managing director is the key managerialperson( KMP) within the meaning of Section 203 (1) of the Act.
Mr. Sanjeev Kumar Rawal and Ms. Sonal Seth are other KMPs designated as the ChiefFinancial Officer and Company Secretary.
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Non-Executive and Independent Directors have confirmed to the Board that theyqualify to be considered as independent as per the definition of 'Independent Director'stipulated in Section 149(6) of the Act and Pursuant to Regulation 16(i)(b) of the ListingObligation & Disclosure Requirement Regulations 2015. These confirmations have beenplaced before and noted by the Board.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement: in the preparation of the annualaccounts the applicable accounting standards had been followed along with proper
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
explanation relating to material departures;
the directors had selected such accounting policies and applied themconsistently and made judgments and estimates
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and 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 estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company atfinancial year and of the profit and loss of the company for that period;
the end of the financial year and of the profit of the company for that period;
the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and otherirregularities;
detecting fraud and other irregularities;
the directors had prepared the annual accounts on a going concern basis; and d)the directors had prepared the annual accounts on a going concern basis; and
the directors had laid down internal financial controls to be followed by thecompany and that such internal financial
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. controls are adequate and were operating effectively.
the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such f) the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that systemswere adequate and operating effectively. such systems were adequate and operatingeffectively.
22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture except Associate Company i.eFlourishing Apartments Pvt. Ltd. and its financial performance as under :
|Capital ||` 857000/- |
|Reserves ||` 38332/- |
|Gross Income ||` 4325/- |
|Net Income ||` 897/- |
|Net Income After Tax ||` 620/- |
23. BOARD COMMITTEE
Company has Four Committees of Board viz 1. Audit Committee 2. Stake HoldersRelationship committee 3. Nomination and Remuneration Committee 4. Independent DirectorCommittee.
a. BUY BACK OF SECURITIES BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review. TheCompany has not bought back any of its securities during the year under review. TheCompany has not issued any Sweat Equity Shares during the year under review. The Companyhas not issued any Sweat Equity Shares during the year under review.
b. BONUS SHARES BONUS SHARES
No Bonus Shares were issued during the year under review. No Bonus Shares were issuedduring the year under review.
c. EMPLOYEES STOCK OPTION PLAN EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees. The Company hasnot provided any Stock Option Scheme to the employees.
25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas not paid remuneration to any Key managerial personnel exceeding the limit ofremuneration specified in rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 hence the information / comparative statement is either nil or isnot applicable.
The information regarding employee remuneration as required pursuant to Rule 5(2) andRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is available for inspection by Members at the registered office of the Companybetween 2.00 p.m. and 4.00 p.m. on any working day (Monday to Friday) upto the date ofthe Twenty Fifth Annual General Meeting. Any Member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on suchrequest.
26. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE
Our policy against sexual harassment is embodied both in the Code of Conduct of thecompany as also in a specifically written policy in accordance with The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2016-17 no cases in the nature of sexual harassment werereported at any workplace of the company.
Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
For DB (International) Stock Brokers Limited
|Sd/- ||Sd/- |
|Shiv Narayan Daga ||Sachin Rathi |
|Managing Director ||Director |
|DIN: 00072264 ||DIN: 01013130 |
|Place: New Delhi || |
|Date : 28th July 2017 || |