Your Directors hereby present their 33rd Annual Report together with the AuditedFinancial Statements of the Company for the year ended 31st March 2018.
|I Particulars ||For the year Ended 31-3-2018 ||For the yea Ended 31-3-2017 |
| ||(Rs. in Lakhs) ||(Rs in Lakhs) |
|Gross Income ||8.36 ||8.54 |
|Less: Expenditure ||11.97 ||12.30 |
|Less: Depreciation ||- ||- |
|Gross Profit/(Loss) ||(3.61) ||(3.76) |
|Less Exceptional items ||- ||- |
|Profit/(Loss) before tax ||(3.61) ||(3.76) |
|Tax Expense ||0.03 ||- |
|Profit/(Loss) after tax ||(3.64) ||(3.76) |
|Add Depreciation of earlier years ||- ||- |
|Profit/(Loss) after Depreciation for earlier years ||(3.64) ||(3.76) |
|Add Balance brought forward from earlier years ||(304.65) ||(300.89) |
|Loss carried to Balance Sheet ||(308.29) ||(304.65) |
In view of the brought forward losses the question of transfer of any amount toreserves does not arise.
In view of the accumulated losses your Directors regret their inability to recommendany dividend on the Preference or Equity Shares.
Performance And Outlook
The Company registered a total income of Rs.8.36 Lacs as compared to Rs.8.54 Lacs inthe previous year. The Company registered a Loss after tax of Rs.3.64 Lacs as compared toa Loss after tax of Rs.3.76 Lacs in the previous year. There was no change in the natureof business of the Company during the year under review.
Holding Company Subsidiary Company and Associate Companies
Your Company does not have any Holding Subsidiary or Associate Company.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit function is well definedin the engagement letter of the internal auditor duly approved by the Audit Committee.With a view to maintain its objectivity and Independence the Internal Auditor reports tothe Audit Committee. The Internal Auditor evaluates the adequacy of the internal controlsystem in the Company on the basis of statement of operation procedure instructionmanuals accounting policy and procedure.
Vigil Mechanism Policy/Whistle Blower Policy
In compliance with the provisions of Section 177(9) of the Companies Act 2013 theCompany has framed a vigil mechanism policy and system of vigil mechanism to deal withinstances of fraud and mismanagement if any and concerns about violation of Company'spolicies.
Disclosure under The Sexual Harassment of Women at Workplace (Prevention ProhibitionAnd Redressal) Act. 2013:
Your Company does not have any women employee. However your Company has in place aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace in linewith the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The Policy has set guidelines on the redressal andenquiry process that is to be followed by the complainants. While dealing with issuesrelated to sexual harassment at the workplace towards any women employee's secrecy will bemaintained and no women employee will be subjected to any kind of harassment and otherinconvenience for raising any issue or pointing out unethical behavior. All womenemployees (permanent temporary contractual and trainees) are covered under this Policy.All employees are treated with dignity with a view to maintain an environment free ofsexual harassment whether physical verbal or psychological.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of your Company's activities during the year under review yourCompany did not consume energy of any Significant level nor there was much scope fortaking any measures for energy conservation research and development technologyabsorption and making any additional investment for the above purposes and no comment ismade in this regard. There has been no foreign exchange earnings or outgo during the yearunder review.
The Company has not accepted any deposits from the Public
Number of meetings of the Board of Directors and Committees
During the year under review eleven meetings of the Board of Directors and ninemeetings of different Committees were convened and held as per the following details. Themeetings of the Board were held on 02/05/201730105/2017 27/07/2017 10108/201714/08/2017 01/09/2017 20/09/2017 29/09/2017 20/10/201714/11/2017 and 26/03/2018.The meetings of the Audit Committee were held on 03/04/2017 30/5/2017 14/08/201714/11/2017 and 13/02/2018. The meetings of the Nomination and Remuneration Committeewere held on 03/07/201710/08/201721/09/2017 and 09/10/2017. The AttendanceRecord of the Directors was as follows:
|SI. No ||Name of Director ||No of Board Meetings held during tenure ||No of Board Meetings attended ||No of Committee Meetings held During tenure ||No of Committee Meetings entitled to attend ||No of Committee Meetings attended |
|1 ||Mr Manab Chaudhuri ||3 ||3 ||3 ||3 ||3 |
|2 ||Mr Hemant Goenka ||11 ||11 ||9 ||9 ||9 |
|3 ||Mr Lalit Kumar Chandalia ||11 ||11 ||9 ||9 ||9 |
|4 ||Mrs Shweta Goenka ||11 ||11 ||9 ||4 ||4 |
|5 ||Mr Akhilanand Joshi ||3 ||3 ||2 ||2 ||2 |
Directors' Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors to the best oftheir knowledge and belief and according to the information and explanations obtainedconfirm that:
(i) in the preparation of the Annual accounts for the year ended 31st March 2018 theapplicable accounting standards had been followed along with proper explanations relatingto material departures if any;
(ii) they had selected such accounting policies and applied them consistently and madejudgements and estimates that were 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 theloss of the Company for that period;
(iii) they had 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) the Accounts had been prepared on a going concern basis;
(v) proper financial controls were in place and that the financial controls wereadequate and were operating effectively and
(vi) proper systems to ensure compliance with the provisions of all applicable lawswere in place were adequate and operating effectively.
Declaration by Independent Directors
Mr. Lalit Kumar Chandalia Mr Hemant Goenka Mrs. Shweta Goenka and Mr Akhilanand Joshiare Independent Directors on the Board of the Company. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of Independence as prescribed under the Companies Act 2013.
The Audit Committee of the Board of Directors consist of Mr Lalit Kumar Chandalia MrHemant Goenka and Mr. Akhilanand Joshi and the Company Secretary is the Secretary of theCommittee. The Chief Executive Officer Chief Financial Officer and Auditors are permanentinvitees to the Committee meetings. The terms of reference of the Committee are inaccordance with the provisions of Section 177 of the Companies Act 2013.
Your Company has a well structured internal audit system commensurate with its size andoperation. During the year there was no occasion when the Board had not accepted therecommendations of the Audit Committee
Corporate Social Responsibility
The provisions of the Companies Act 2013 regarding Corporate Social Responsibility arenot applicable to the Company due to continuous losses suffered by the Company.
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee consisting of Mr Hemant GoenkaMr Lalit Kumar Chandalia and Mr. Akhilanand Joshi as its members. The terms of referenceof the Committee are in accordance with the provisions of Section 177 of the CompaniesAct 2013 and 4 meetings were held during the year
The role of the Committee inter alia includes the following:
a) Identify persons qualified to become directors or hold senior management positionsand advise the Board for such appointments
b) Formulate criterion for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of directors key managerial personnel and other employees
c) Evaluate the performance of Independent Directors and of the Board
d) Devise a policy on Board diversity
In accordance with the recommendations of the Committee the Company has formulated aRemuneration Policy for directors and Key Managerial Personnel and other senior managerialpersonnel.
Payment of remuneration to the Key Managerial Personnel and other employees is governedby the terms and conditions contained in the Agreement entered into with them whichincorporates remuneration within the limit sanctioned by the provisions of the CompaniesAct 2013 and the shareholder wherever applicable. Remuneration structure for the KeyManagerial Personnel and other employees comprises salary and re-imbursement of expensesincurred for the Company. No sitting fee is paid to the Directors for attending themeetings of the Board. Determination of remuneration is based on the ability of theCompany to pay remuneration the experience and credentials of the candidate The CompanySecretary acts as the Secretary of the Committee.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit and Nomination and Remuneration Committees.
Directors and Key Managerial Personnel (KMP)
Mr Manab Chaudhuri a Director of the Company passed away on io" August 2018. TheBoard has placed on record its deep appreciation of the valuable services rendered byMr.Chaudhuri during the tenure of his directorship in the Company.
The Board appointed Mr.Akhilanand Joshi as an Additional Director of the Company in thecategory of Independent Director with effect from zo" October 2018 as per therecommendation of the Nomination and Remuneration Committee. Mr.Joshi vacates his officeat the ensuing Annual General Meeting pursuant to the provisions of the Companies Act2013(the Act). Notice has been received from a member pursuant to Section 160 of the Actproposing his appointment as a Director of the Company at the Annual General Meeting. TheBoard also recommends his appointment as an Independent Director for a term offive years
The following are the Key Managerial Personnel of the Company in terms of Section 203of the Companies Act 2013:
|Mr. Ashish Kumar Chaudhuri ||Re-appointed and re-designated as Chief Executive Officer on the expiry of his earlier term as Manager with effect from 1st October 2017 upto so" September 2018. |
|Mr. Debabrata Dutta ||Chief Financial Officer (Appointed w.e.f. 1st September 2016) Re-appointed on the expiry of his earlier term with effect from 1st September 2017 upto 31 s August 2018. |
|Mr. Ankit Bhadani ||Appointed as Company Secretary with effect from 1 st August 2017 for a term upto 31st July 2018 |
Pursuant to Section 134 (3) (q) read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of Key Managerial Personnelrequired to be furnished as per the said Rules are annexed to this Report (Annexure I).There were no employees who were drawing remuneration in excess of the limit provided inRule 5 (2) of the aforesaid Rules.
There are no other employees in the Company as on the close of the financial year otherthan the aforesaid Key Managerial Personnel.
Details of significant and material orders passed by the Regulators. Courts andTribunals
No significant and material order has been passed by any Regulator Court or Tribunalimpacting the going concern status and Company's operation in future
Particulars of Loans. Guarantee or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statements.
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 are annexed to this Report and marked asAnnexure 11.
Related Party Transactions
All related party transactions that were entered into during the financial year were onarms' length basis and were in the ordinary course of business. There were no materiallysignificant related party transactions made by the Company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All related party transactions are placed before theAudit Committee and given in the notes annexed to and forming part of this FinancialStatement.
However a statement of Related Party transaction as per provision of Section 188 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rule 2014 in FormAOC 2 marked as Annexure III is enclosed and form part of this Report.
Risk Management Policy
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor mitigate and control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities The Procedures are reviewed to ensure that executive management controlrisks through means of a well thought framework. The Board has not identified a risk whichcan threaten the existence of the Company.
The provisions of Corporate Governance under the Listing Agreement with the StockExchange are not applicable to the Company
The Company's relations with the employees continued to be cordial. Efforts to maximizeutilization of scarce resources was a continuous process throughout the year. The Companyreceived some innovative ideas from a few employees for achieving greater efficienciescost control and recoveries and those with substance are being implemented.
Material Changes and Commitments
There is no material Change and commitment affecting the financial position of theCompany between the end of the financial year and the date of the report.
Auditors and Audit Report
Messrs. Haren Parekh & Co. Chartered Accountants (Firm Registration No.114076W)were appointed as the Auditors of the Company at the 32nd Annual General Meeting to holdoffice from the conclusion of 32nd Annual General Meeting till the conclusion of 3ihAnnual General Meeting subject to the ratification by the members at the every AGM. TheAuditors of the Company are eligible for ratification of their appointment at the ensuingAnnual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 Mr. Vijay KumarMishra a Practising Company Secretary (Membership No. F 5023) was appointed to carry outa secretarial audit of the Company for the Financial Year 2017-18. The attachedSecretarial Audit Report marked as Annexure IV which forms part of this Report is selfexplanatory and no comments are required from the Board.
Your Directors wish to record their appreciation of the encouragement supportassistance and co-operation received from the Company's bankers shareholders andemployees throughout the year
| ||For and on behalf of the Board || |
| ||Lalit Kumar Chandalia ||Akhilanand Joshi |
| ||(Director) ||(Director) |
|Mumbai || || |
|Dated: 30/05/2018 || || |