Your Directors present before you the 28th Annual Report together withAudited Accounts for the year ending 31st March 2017.
1. Financial summary or highlights/Performance of the Company
The financial performance of the Company for the year ended 31st March2017 is summarized below:
|Financial Results ||Year Ended 31st March 2017 ||Year Ended 31st March 2016 |
| ||(Rs.) ||(Rs.) |
|Gross Income ||176636000.00 ||178121592.82 |
|Profit Before Interest & Depreciation ||144882.19 ||171049.44 |
|Finance Charge ||- ||- |
|Gross Profit ||144882.19 ||171049.44 |
|Provision for Depreciation ||- ||- |
|Exceptional Items ||- ||- |
|Net Profit Before Tax ||144882.19 ||171049.44 |
|Provision for Tax ||238799.60 ||54485.00 |
|Net Profit After Tax ||(93917.41) ||116564.44 |
|Balance of Profit Brought Forward ||(4427026.53) ||(4543590.97) |
|Balance available for appropriation ||0.00 ||0.00 |
|Proposed Dividend on Equity Shares ||0.00 ||0.00 |
|Tax on Proposed Dividend ||0.00 ||0.00 |
|Transfer to Reserve ||0.00 ||0.00 |
The Board of Directors of the company is not recommending any dividend for theFinancial Year 2016-17 in view of current financial outlook and in order to preservecash.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 124(5) of the Companies Act 2013 do not apply as there wasno dividend declared and paid during the last financial year and any preceding financialyears.
4. TRANSFER TO RESERVE
The Board of Directors of the company proposes not to transfer any fund out of itstotal profit to the Reserve.
5. STATE OF COMPANY'S AFFAIRS
Your Directors are optimistic about company's business and hopeful of betterperformance in next Year.
6. CHANGE IN NATURE OF BUSINESS
There have been no significant changes in the nature of business.
7. MATERIAL CHANGES EFFECTING THE FINANCIAL POSITION OF THE COMPANY
No events/material changes have occurred after the balance sheet date till the date ofthe report which may affect the financial position of the company.
8. NUMBER OF BOARD MEETINGS HELD
The Board of Directors met 8 (Eight) times i.e. 30/05/2016 24/06/2016 12/08/201602/09/2016 14/11/2016 28/12/2016 02/02/2017 & 14/02/2017 during this financialyear.
9. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company does not have any Subsidiary Joint venture or Associate Company.
10. FIXED DEPOSITS
The Company has not raised any Fixed Deposits during the year.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
There are no significant and material orders passed by Regulators/Court/Tribunalsagainst the company.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of loans given guarantees or investments made by the Company underSection 186 of the Companies Act 2013 during the financial year 2016-17 are given in thenotes to the Financial Statements of the Company. However your Company has fully compliedwith the provision of Section 186 of Companies Act 2013.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party (/ies) are in the ordinary course of business and on arms' length basis.Hence Section 188(1) is not applicable and consequently no particulars in form AOC-2 havebeen furnished
14. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) DETAILS
Nishant Chhajer was appointed as Managing Director & Madhulika Lakhotia wasappointed as a Company Secretary w.e.f 24/06/2016 whereas Tarun Sethi and Varsha Murarkaresigned from the post of Directorship w.e.f. 12/08/2016 and 02/02/2017 respectively.
Mrs. Pinki Bathwal & Mamta Devi was appointed as an additional director w.e.f.28/12/2016.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Navratan Kalwani (DIN: 06661232) is retiring by rotation and has offeredhimself for reappointment.
15. COMPANY POLICY ON DIRECTORS APPOINTMENTS AND REMUNERATION
The Company has a Nomination and Remuneration Committee (NRC) and the details of theCommittee and the terms of reference of the NRC Charter are set out in the CorporateGovernance Report which is part of the Board's Report. The Company's Policy for selectionand appointment of Directors and their remuneration is based on its NRC policy whichinter alia deals with the manner of selection of the Board of Directors and such othermatters as provided under section 178(3) of the Act and SEBI Listing Regulations. ThisPolicy is accordingly derived from the said Charter and the scope of NRC is set out in theCorporate Governance Report.
16. DECLARATION BY AN INDEPENDENT DIRECTORS)
A declaration by an Independent Director that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and the Regulations16(1)(b) of the SEBI Listing Regulations.
i) Statutory Auditors
The Statutory Auditors M/s. Motilal & Associates Chartered Accountants (FRN.106584W) have given their consent and it is proposed to be ratified at the forthcomingAnnual General Meeting. The auditor of the company M/s Shah Parmar & Mehta CharteredAccountants FRN No. 141689W is merged with M/s. Motilal & Associates CharteredAccountants FRN No. 106584W.
ii) Secretarial Auditor
The Board had appointed Ms. Jyoti Mahatma Practicing Company Secretary (ACS - 31621)to undertake the Secretarial Audit of the Company. The Report of the Secretarial AuditReport for the Financial Year 2016-17 in the Form MR-3 is annexed herewith as 'Annexure A'
18. EXPLANATION ON AUDITOR'S REPORT
Auditors had not made any qualification or did not make any adverse remark in theirreport regarding financial statements. Therefore there is no need for any clarificationor any comment on Auditors report.
19. VIGIL MECHANISM
The Company has a Vigil Mechanism named Fraud and Risk Management (FRM) policy to dealwith instance of Fraud and mismanagement if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
20. RISK MANAGEMENT POLICY
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk Management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework. As a formalroll-out all business divisions and corporate functions will embrace risk ManagementPolicy and Guidelines and make use of these in their decision making. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. The risk management process in our multi-business multi-siteoperations over the period of time will become embedded into the Company's businesssystems and processes such that our responses to risks remain current and dynamic.
21. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Directors re-affirm their commitment to the Corporate Governance standardsprescribed by Securities and Exchange Board of India codified as per the applicableregulations read with Schedule V of Securities and Exchange Board of India (ListingObligation And Disclosure Requirements) Regulation 2015 with Stock Exchanges. CorporateGovernance and Management Discussion and Analysis Report as well as Corporate Governancecompliance certificate by Auditor are set out in separate Annexure to this report.
22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 201 3
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand Company has not received any complaint of harassment.
23. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES
The Provisions related to Corporate Social Responsibility as per Companies Act 2013read with Rules is not applicable to the company during the year.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm:
i) That in the preparation of the Annual Accounts the applicable accounting standardshad been followed;
ii) That they have selected such accounting policies and applied them consistently andmade judgments 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 of the Company for that period;
iii) 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 the Company and for preventing and detecting fraud and otherirregularities;
iv) That they have prepared the Annual Accounts on a 'Going Concern' basis.
v) That they have laid down internal financial controls in the Company that areadequate and were operating effectively.
vi) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and these are adequate and are operating effectively.
25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board of Directors (Board) has devised systems policies and procedures/frameworkswhich are currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Company's policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and are achieving their intendedpurpose. Where weaknesses if any are identified as a result of the reviews newprocedures are put in place to strengthen controls. These controls are in turn reviewed atregular intervals.
26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
A) Conservation of Energy : Nil
B) Technology Absorption : Nil
There is no earning & expenses in foreign exchange during the period. Expenses Noneof the employees are covered by the provisions contained in Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
27. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
28. RELATED PARTY TRANSACTIONS
The Board of Directors of the Company has adopted a policy to regulate transactionsbetween the Company and its related parties in compliance with the applicable provisionsof Companies Act 2013 and SEBI (LODR) Regulation 2015. The disclosure of related partytransactions is made as per AS-18 in the Notes to Financial Statements.
29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
30. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 toBSE Limited stock exchange where the Company's Shares are listed.
31. PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to 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 of Directors and the designated employees haveconfirmed compliance with the Code.
32. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is enclosed as a part of the Report inAnnexure B.
Your Directors take this opportunity to express their grateful appreciation for theco-operation and guidance received from the Regulators Central & State Govts.Bankers as well as the Shareholders during the year. Your Directors also wish to place onrecord their appreciation for the devoted and dedicated service rendered by all theemployees of the Company.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Navratan Kalwani |
|Dated: 30.05.2017 ||Director |
|Place: Delhi ||DIN 06661232 |