Your Company's Directors are pleased to present the 26th Annual Report of the Companyalong with Audited Accounts for the Financial Year ended 31st March 2018.
The Company's financial performance for the year ended 31st March 2018 is summarizedbelow. Segment wise reporting as per Accounting Standards AS-17 is not applicable to yourCompany since your Company is engaged in the activity of single segment only.
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
| ||(In Rs) ||(In Rs) |
|Revenue from operations ||181744 ||1000000 |
|Other income ||- ||- |
|Total Expenses ||1643560 ||900251 |
|Finance Cost ||- ||- |
|Depreciation and amortization expenses ||- ||- |
|Profit / Loss Before tax ||(1461816) ||99750 |
|Current tax ||- ||- |
|Deferred Tax reversal ||- ||- |
|Profit / Loss After tax ||(1461816) ||99750 |
|Earnings per share || || |
|Basic & Diluted ||(0.49) ||0.03 |
|Your Directors recommend the following appropriations:- || || |
|Proposed Dividend ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Transfer to general Reserve ||- ||- |
STATE OF COMPANY'S AFFAIRS
The fiscal year 2017-18 continued to be subdued for property development business.There were continued challenges and uncertainties in the Real Estate business with highinterest rates and negative customer sentiments. Demonetisation GST and RERA ACT hasconsiderably slowed down the Industry. The Management and Directors will review businessplan and take necessary action in the best interest of the Company and its stakeholders.
EXTRACT OF ANNUAL RETURN
An Extract of Annual Return (as provided in Section 92(3) of the Companies Act 2013)in Form MGT-9 as on 31st March 2018 is attached as Annexure 1 to this report
NUMBER OF MEETINGS OF THE BOARD
During the year 05 (Five) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is attached to thisreport. In respect of all such meetings proper notices were given and the proceedings wereproperly recorded and signed in the minutes book maintained for the purpose. Theintervening gap between any two meetings was within the period prescribed under thecompanies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. 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 as at 31st March 2018 and of the profitof the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES
The Board of Directors of the company comprises of a Whole Time Director and FiveNon-Executive including Three Independent Directors one Women Director and a CompanySecretary.
The Companies Act 2013 provides for the appointment of Independent Directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that IndependentDirectors shall hold office for a term of up to five consecutive years on the Board of acompany; and shall be eligible for re-appointment on passing a Special resolution by theshareholders of the Company. Accordingly all the Independent Directors Shri.D.Karunanidhi(DIN-02189272) Shri.Gouthamchand (DIN-02554942) and Shri.Prakashchand Pramodh(DIN-05209299) were appointed by the shareholders at the Annual General Meeting held in2014 as required under Section 149(10) for a period of Five years. They are not liable toretire by rotation.
Shri.D.KARUNANIDHI Independent Director and Ms. PUSHPA DUGAR Women Director resignedfrom the Board on 20th April 2018 due to personal commitments. The Board appointed Mr.SYED MUNNAWAR HUSSAIN and Mrs. TIKAMCHAND RAKHI as Additional Directors to fill the casualvacancy caused by the resignation of above Directors..
Further in terms of section 203 of the Companies Act 2013 and read Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyshall have Whole-time Key Managerial Personnel.
Mr. Padam Dugar was appointed as Whole Time Director on 1st October 2013 for 5 yearsand his tenure expires on 30th September 2018. He is being appointed as Managing Directorfor 5 years upto 30th September 2023. Mr. Chandrasekaran is the Company Secretary of theCompany.
Company has not appointed a Chief Financial Officer due to low level of operations.Necessary steps being contemplated to appoint Chief Financial Officer.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and Regulation 17 of the Listing Obligations andDisclosure requirements.
SEPARATE MEETING FOR INDEPENDENT DIRECTORS
In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held on 15th February 2018.
APPOINTMENT AND REMUNERATION POLICY
The Company's policy on Directors appointment and remuneration and other Report whichis attached to this report as Annexure - 3
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITOR
At the Annual General Meeting of the Company held on September 29 2014 M/s.Krishnakumar & Associates Chartered Accountants (Registration No.FRN 006853S) wereappointed as the Statutory Auditors of the Company for a period of 5 years which issubject to annual ratification by the members of the Company in terms of Section 139 ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.Accordingly the appointment of M/s. Krishnakumar & Associates Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders. Inthis regard the Company has received a certificate from the auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013. The Audit committee and the Board of Directors recommend theratification of appointment of M/s. Krishnakumar & Associates Chartered Accountantsas Auditors and to fix their remuneration. The members may ratify the appointment of M/s.Krishnakumar & Associates Chartered Accountants as the Statutory Auditors of theCompany for the financial year 2018-19.
The notes on Financial Statement referred to in the Auditor's Report areSelf-explanatory. The Auditors' Report does not contain any qualification reservation oradverse remark.
The Board has appointed Mr. V. S. SOWRI RAJAN Company Secretary in Practice toconduct Secretarial Audit for the Financial Year 2017 2018. The Secretarial Audit Reportfor the Financial Year 2017 2018 is attached as Annexure 2 to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
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.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no contracts and arrangements entered with related parties falling withinthe purview of Section 188 of the Companies Act 2013 during the year under review andhence the reporting under said provision is not applicable.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT2013
No Dividend was declared for the current financial year in view of loss. For thefinancial year ended 31st March 2018 the Company has not proposed to carry any amount toGeneral Reserve Account.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
Your Directors report under Section 134(3)(l) of the Companies Act 2013 that therehave been no material changes and /or commitments incurred in the period from 31st March2018 till the date of drafting of this Directors' Report which have material effect onthe Financial position of the Company.
CHANGE OF NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year ended 31stMarch 2018
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company does not carry on any manufacturing activity and accordingly the provisionto furnish information as per Section 134 of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 particulars relating to Conservation of energyResearch and Development and Technology Absorption is not applicable.
There were no foreign exchange earnings and outgo during the period under report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria laid down in Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 hence thereis no requirement of constituting Corporate Social Responsibility Committee.
Pursuant to the provisions of Companies Act 2013 and Regulation 17 of the ListingObligations and Disclosure requirements.Independent Directors at their meeting without theparticipation of the Non-Independent directors and management considered and evaluatedthe Board's performance and other non-independent directors.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint Ventures or Associate Company. Hencethe requirement of presenting the consolidated financial statements in Annual Report isnot applicable.
DEPOSITS FROM PUBLIC
During the year under review your company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL FINANCIAL CONTROLS
The details of the Internal Control system and their adequacy are provided in theManagement Discussion and Analysis Report which forms part of this report
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which is attached to this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism / Whist Blower policy for Directors andemployees to report their genuine concern. Your company hereby affirms that no complaintswere received during the year.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
Details pursuant to Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport and are annexed herewith as Annexure 4
No employees of the company drawing remuneration in excess of the limit specified underRule.5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
Pursuant to Securities and Exchange Board of India's Circular No.CIR/CFD/POLICYCELL/7/2014 dated September 15 2014 the Clause 49 of the Listing Agreement shall beapplicable to all companies whose equity shares are listed on a recognized stock exchange.However compliance with the provisions of Clause 49 shall not be mandatory for the timebeing in respect of Companies having paid up equity share capital not exceeding Rs.10crores and Net Worth not exceeding Rs.25 crores as on the last day of the previousfinancial year. However in line with Clause 49 of the listing agreement with Mumbai StockExchange (BSE Ltd) the Company is regular in complying with the mandatory requirements ofthe Corporate Governance. The report on Corporate Governance as stipulated under theListing Agreement forms an integral part of this report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to this report.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:
The Board constantly evaluates the contribution of the members and periodically updateswith the shareholders about their reappointment in consistent with applicable laws. One ofthe key functions of the Board is to monitor and review the Board evaluation framework.The evaluation criteria for performance evaluation of independent directors has been laiddown by the Nomination Committee and the same is annexed to the Annual Report.
At the time of their appointment the Independent Directors are appraised of theirrole duties and responsibilities in the Company. A detailed letter of appointment is alsoissued which set-outs the expectations of the Company the rights powers and liabilitiesof the Independent Directors and the policies of the Company to be adhered by them.Periodic presentations are made to the Independent Directors on the financial andoperational performance of the Company strategy and business plan significant processimprovements and material business developments among others. The Independent Directorsare also regularly updated and informed about material regulatory and statutorydevelopments affecting the Company.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future. The Trading of shares was suspended by BSE due to Non Complianceduring 2016-17 BSE has revoked the suspension and shares are now available for trading.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to itsemployees. Your Directors further state that during the year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from all the stakeholders during the year under review.
|Place : Chennai ||Sd/- ||Sd/- |
|Date : 14.08.2018 ||N.Tarachand Dugar ||T.Padam Dugar |
| ||Director ||Whole-time Director |
| ||(DIN-01740608) ||(DIN- 01735878) |