The Directors present their 35th Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended March 31 2019.
1. Financial summary:
|Particulars ||2018-2019 (Rs.) ||2017-2018 (Rs.) |
|Profit/(Loss) for the year before Depreciation ||(28277) ||249552 |
|Less : Depreciation ||- ||-- |
|Profit/(Loss) for the year before taxation ||(28277) ||249552 |
|Less: Provision for taxation ||-- ||40000 |
|Profit/(Loss) after taxation ||(28277) ||209552 |
|Add : Balance as per last B/S. ||5321941 ||5112389 |
|Profit/(Loss) available for appropriation ||5293664 ||5321941 |
|Balance carried to B/S ||5293664 ||5321941 |
2. Company's working during the year: The Company is struggling to meet withthe mandatory listing fees and costs in view of there being no business activity. Landdevelopment at Zanjaroli is held up due to lack of infrastructure surroundingsdevelopment and legal dispute. Change in prospects of the Company in near future isunlikely.
3. Dividend: There being no Income the Directors are unable to recommendany dividend for the year.
4. Reserves: Loss in the Statement of Profit and Loss account has beencarried to Balance Sheet.
5. Directors and Key Managerial Personnel : Anita Sanjay Kanungo (DIN:05323368) Director retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for reappointment. Mr. Sanjay Kanungo was re-appointed as aManaging Director w.e.f. July 26 2019 for a term of three years subject to consent ofshareholders at the ensuing Annual General Meeting.
6. Particulars of Employees: There are no employees and therefore none ofthe employees of the Company were in receipt of remuneration in excess of the limitsmentioned in Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
7. Meetings of the Board: During the year Five (5) Board Meetings wereheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
8. Board Evaluation: There being no business this year and annual evaluationof its own performance pursuant to the provisions of the Companies Act 2013 is brief.The paid-up capital of the Company does not exceed Rs. 10 crores and also the net worth ofthe Company has never been Rs. 25 crores or more at any time in the history of theCompany Corporate Governance is not applicable to the Company.
9. Declaration by Independent Directors: The Company has receiveddeclarations from the Independent Directors that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
10. Remuneration Policy: For the reasons stated earlier the formation of theNomination & Remuneration Committee is at present redundant as there are no employeesand nor are any directors drawing any remuneration.
11. Auditors: The Auditors' Report does not contain any qualifications. Thestatutory Auditors M/s. Sujoy P Mehta & Associates Chartered Accountants Mumbai(Registration No. 138588W) have been appointed to hold office till the conclusion of the38th Annual General Meeting. As per notification dated 7th May 2018 issued by Ministry ofCorporate Affairs Company is no longer required to ratify the appointment of auditors.
12. Secretarial Audit Report: In terms of Section 204 of the Act and Rules madethere under M/s. A. U Thakurdesai & Co. Practicing Company Secretaries wereappointed as Secretarial Auditors of the Company to conduct audit for the year 2018-19.The report of the Secretarial Auditors is enclosed as Annexure II to this report. TheCompany is unable to find a qualified Company Secretary due to lack of inclination shownby candidates citing reasons of lack of incentive and job satisfaction owing to nobusiness operations coupled with the insufficient financial capacity of the company to payaccording to their qualifications.
13. Internal Audit & Controls: M/s Pankaj.B. Mehta & Associates CharteredAccountants (Firm Reg no. 107342W) were appointed as internal auditor of the company forthe financial year 2018-19.
14. Vigil Mechanism: There are no employees presently in the employment of thecompany and there are hardly any business operations. In view of these circumstances thereappears no need for a vigil mechanism. As and when the Company's business operationscommence a Vigil Mechanism will be established for directors and employees to reportgenuine concerns as required under Section 177(9) & (10) of the Companies Act 2013.
15. Risk management policy: The Company in the last two decades has not had anysignificant working/operations which is clearly evidenced in the financial statements.The management is considering liquidating the land at Zanzaroli Palghar on as is where isbasis.
16. Extract of Annual Return: As required pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 an extract of annual return in MGT 9 forms as a part of this Annual Report asANNEXURE I.
17. Material changes and commitments affecting the financial position of the Company:There were no material changes in the financial position of the Company which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.
18. Details of adequacy of internal financial controls with reference to the FinancialStatements: The Company has internal financial controls which are adequate forensuring the orderly and efficient conduct of the business including adherence to theCompany's policies the safe guarding of assets the prevention and detection of fraudsand errors the accuracy and completeness of accounting records and timely preparation ofreliable financial information.
19. Deposits: During the year under review the Company has not accepted anydeposits.
20. Particulars of loans guarantees or investments: During the year under reviewthe Company has neither made any loans or investments nor given any guarantees given underthe provisions of Section 186 of Companies Act 2013.
21. Particulars of contracts or arrangements with related parties: There are nocontracts or arrangements entered into with related parties referred to in Section 188(1)of Companies Act 2013.
22. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013: Since the Company is not having any employeesand no women employee on its payroll as on date the Company has not framed any policy forprevention of Sexual Harassment of Women at Workplace.
23. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
a) The disclosure pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8 of The Companies (Accounts) Rules 2014 in terms of Conservation of Energy andTechnology Absorption is not required to be given considering the nature of Company'sbusiness.
b) Foreign Exchange Earnings and Expenditure: NIL
24. Human Resources: The Company has no employees since 1st July 2015.
25. Directors' Responsibility Statement: The Board of Directors confirms that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had 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 loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
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.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
26. Disclosure under Section 164; None of the Directors of your company aredisqualified from being appointed as Directors specified under Section 164 of CompaniesAct2013.
27. Transfer of Amounts to Investor Education and Protection Fund: Your Company didnot have any funds lying unpaid or unclaimed for a period of seven years. Therefore therewere no funds which were required to be transferred to Investor Education and ProtectionFund (IEPF).
28. Listing with Stock Exchanges: The Company confirms that it has paid the AnnualListing Fees for the year 2018-2019 to BSE Limited where the Company's Shares are listed.
29. Acknowledgements: The Board place on record its appreciation for the supportand co-operation your Company has received.
| ||For and on behalf of the Board Of Directors |
| ||Sd/- |
| ||SANJAY KANUNGO |
|Place: Mumbai ||Managing Director |
|Date: 15th April 2019 ||(DIN: 00568508) |