The Directors present their 36th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2020.
1. Financial summary:
|Particulars ||2019-2020 ||2018-2019 |
| ||Rs. ||Rs. |
|Profit/(Loss) for the year before Depreciation ||(354716) ||(28277) |
|Less : Depreciation ||- ||- |
|Profit/(Loss) for the year before taxation ||(354716) ||(28277) |
|Less: Provision for taxation ||- ||- |
|Profit/(Loss) after taxation ||(354716) ||(28277) |
|Add : Balance as per last B/S. ||5293664 ||5321941 |
|Profit/(Loss) available for appropriation ||4938947 ||5293664 |
|Balance carried to B/S ||4938947 ||5293664 |
2. Company's working during the year:
The Company has been struggling in the past decades and is finding it difficult tocomply with the listing regulations which requires money that is increasingly scarce inview of financial losses and no business activity for two decades. As has been informedthe Land at Zanjaroli Palghar is engaged in a legal Title dispute through itspredecessors. Till such time the Appeals are settled and or disposed the land isundevelopable. Also the infrastructure is still remains inadequate. In the meanwhile thedisputant's name has been entered in the Revenue Records as half owner following thedecree passed by the trial Court which is being challenged in the appropriate forum.
There being no income the Directors are unable to recommend any dividend for the year.
Loss in the Statement of Profit and Loss account has been carried to Balance Sheet.
5. Directors and Key Managerial Personnel :
Ms. Sanjay Kanungo (DIN: 00568508) Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for reappointment.
Mr. Jagdish Vora (DIN: 00568638) stepped down as a Director of the Company w.e.f08.06.2020. The Board records its appreciation of valuable contribution made by Mr.Jagdish Vora during his tenure as a Director of the Company.
The term of appointment of Mr. Mehboob Pradhan as an Independent Director of theCompany expires at the forthcoming Annual General Meeting. Pursuant to Sections 149 152and all other applicable provisions of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and other applicable provisionsif any the Independent Directors shall be eligible for reappointment on passing of aspecial resolution by the company.
Mr. Mehboob Pradhan is eligible for re-appointment. Your Directors recommend hisre-appointment for another term of five consecutive years subject to approval of membersat general meeting.
6. Particulars of Employees:
There are no employees and therefore none of the employees of the Company were inreceipt of remuneration in excess of the limits mentioned in Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
7. Meetings of the Board:
During the year 2019-2020 Board Meetings were held on 15-04-19 23-07-19 16-10-1916-01-20.
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 evaluation of its own performancepursuant 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 worthof the 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 received declarations from the Independent Directors that they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.
10. Remuneration Policy:
For the reasons stated earlier the requirement and formation of a recommendation ofthe Nomination & Remuneration Committee is at present redundant as there are noemployees and nor are any directors drawing any remuneration.
The Auditors' Report does not contain any qualifications.
The statutory Auditors M/s. Sujoy P Mehta & Associates Chartered AccountantsMumbai (Registration No. 138588W) have been re-appointed to hold office till theconclusion of the 38th Annual General Meeting.
12. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under M/s. A. U Thakurdesai& Co. Practicing Company Secretaries were appointed as Secretarial Auditors of theCompany to conduct audit for the year 2019-20. The report of the Secretarial Auditors isenclosed as Annexure II to this report.
The Company is unable to find a qualified Company Secretary due to lack of inclinationshown by candidates citing reasons of lack of incentive and job satisfaction owing to nobusiness operations in the company coupled with the insufficient financial capacity of thecompany to pay according to their qualifications.
13. Internal Audit & Controls:
M/s Pankaj.B. Mehta & Associates Chartered Accountants (Firm Reg no. 107342W) wereappointed as internal auditor of the company for the financial year 2019-20.
14. Vigil Mechanism:
There are no employees presently in the employment of the company and there are hardlyany business operations. In view of these circumstances there appears no need for a vigilmechanism. As and when the Compan/ s business operations commence a Vigil Mechanism willbe established for directors and employees to report genuine concerns as required underSection 177(9) & (10) of the Companies Act 2013.
15. Risk management policy
The Company in the last two decades has not had any significant working/ operationswhich is clearly evidenced in the financial statements. The management is consideringliquidating the land at Zanzaroli Palghar on as is where is basis.
16. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 forms as a part of this Annual Report as ANNEXURE I.
17. Material changes and commitments affecting the financial position of theCompany:
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 theFinancial Statements:
The Company has internal financial controls which are adequate for ensuring the orderlyand efficient conduct of the business including adherence to the Company's policies thesafe guarding of assets the prevention and detection of frauds and errors the accuracyand completeness of accounting records and timely preparation of reliable financialinformation.
During the year under review the Company has not accepted any deposits.
20. Particulars of loans guarantees or investments:
During the year under review the Company has neither made any loans or investments norgiven any guarantees given under the provisions of Section 186 of Companies Act 2013.
21. Particulars of contracts or arrangements with related parties:
There are no contracts or arrangements entered into with related parties referred to inSection 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 employees and no women employee on its payroll ason date the Company has not framed any policy for prevention of Sexual Harassment ofWomen 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 readwith the Rule 8 of The Companies (Accounts) Rules 2014 in terms of Conservation of Energyand Technology 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 are disqualified from being appointed asDirectors specified under Section 164 of Companies Act 2013.
27. 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).
28. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 toBSE Limited where the Compan/ s Shares are listed.
The Board place on record its appreciation for the support and co-operation yourCompany has received.