Your Directors are pleased to present their 19th Annual Report together with theAudited Accounts of the Company highlighting the business operations and financial resultsfor the year ended March 31 2019.
FINANCIAL RESULTS :
The financial performance of the Company for the year ended March 31 2019 issummarized below:
|Particulars ||Year ended 31.03.19 ||Year ended 31.03.18 |
| ||Rupees ||Rupees |
|Net Sales / Interest Earned / Operating Income ||69957158 ||103747270 |
|Total Expenditure ||56330249 ||89407513 |
|Profit/Loss Before Depreciation Taxes and Extra ordinary Items ||13626909 ||14339757 |
|Depreciation ||30911831 ||12250502 |
|Extra Ordinary Items / Capital Loss ||0 ||(65035) |
|Profit Before Taxes ||(17284922) ||2024220 |
|Provision For Taxation: || || |
|(i) Current Tax ||0 ||385716 |
|(ii) Deferred Tax ||117308 ||429099 |
|Net Profit/(Loss) after Tax ||(17402230) ||1209405 |
|Equity Share Capital ||104027550 ||104027550 |
PERFORMANCE AND BUSINESS REVIEW:
During the year under review Company has achieved the turnover of Rs.69.95 Mn and Lossof Rs. 17.40 Mn as against turnover of Rs.103.74 Mn and profit of Rs. 1.20 Mn respectivelyfor the corresponding previous year.
Your Directors do not recommend any dividend due to loss during the year under review.
TRANSFER TO RESERVES:
There has been no transfer to reserves out of the amount available for appropriation.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company during the year underreview.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary / Joint Ventures / Associate Companies.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans guarantees or investments as specified under Section 186 of theCompanies Act 2013.
RELATED PARTY TRANSACTIONS:
There are no material related party transactions during the year under review with thePromoters Directors or Key Managerial Personnel. All transactions entered with RelatedParties for the year under review were on arms length basis and in the ordinarycourse of business and that the provisions of Section 188 of the Companies Act 2013 andthe Rules made there under are not attracted. Thus disclosure in form AOC-2 in terms ofSection 134 of the Companies Act 2013 is not required.
EXTRACT OF ANNUAL RETURN:
The provisions of section 134 of Companies Act 2013 were amended vide CompaniesAmendment Act 2017 and the said amendment was brought in force w.e.f. 31st July 2018.Accordingly the requirement of attaching the extract of Annual Return in format MGT -9with the Directors Report has been dispensed off and the same needs to be posted on theCompanys website if any and a link is to be given in the Directors Report. TheCompany will host the same on its website.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) arenot applicable to your Company during the year under review.
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risk on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place.
INTERNAL CONTROL SYSTEM:
The Companys internal control system is designed and framed to ensure day to dayeffective and efficient operations and compliance of laws and regulations. An alertinternal audit group monitors the systems and processes. The prime objective of this auditis to test the adequacy and effectiveness of all internal control systems and suggestimprovements. Significant issues are brought to the attention of the audit committee forperiodical review.
In any organization communication with employee is a key determinant factor of successyour company believes that employees are the most valued assets for success and growth ofthe Company. Your Company had implemented internet network for communication betweenmanagement and employees for enhanced accessibility and transparency. Company has alsoinitiated many morale building programs to strengthen their self-belief which furtherbenefits the Company.
During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompanys Articles of Association Dr.(Mrs.) Leena Vivek Director retires by rotationat the forth coming Annual General Meeting and being eligible offer herself forre-appointment.
Mr. Jagadish B resigned as Director of the Company w.e.f. 6th May 2019. The Board ofDirectors accepted his resignation and placed on record its sincere appreciation for hiscontribution and support which he extended to the Company.
Mr. Sailesh Pethe and Mr. Rajan Pillai completes their first term of 5 years asindependent directors and they are proposed to be re-appointed for a second term of 5 yearas independent directors.
Pursuant to Section 149(7) of the Act the Company has received declaration ofIndependence from all the Independent Directors as stipulated under section 149(6).
Mr. K. Krishna resigned as Company Secretary w.e.f. 9th April2018 and Mr. N.K.Singhwas appointed as Company Secretary w.e.f. 16th November2018.
Lakshmi Kameswari is appointed as Manager of the Company w.e.f. 1st April 2019.
ANNUAL EVALUATION OF BOARDS PERFORMANCE:
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand as per the requirements of the Listing Agreement with the Stock Exchange the Board ofDirectors on recommendation of the Nomination and Remuneration Committee have evaluatedthe effectiveness of the Board/Director(s) for the financial year 2018-19.
WHISTLE BLOWER POLICY:
The Company has a whistle blower policy to report genuine concerns or grievances.
Company established a vigil mechanism pursuant to the provisions of section 177(9)& (10) of the Companies Act 2013 and as per Clause 49 of the Listing Agreement fortheir directors and employees to report their genuine concerns or grievances. which alsoincorporates a whistle blower policy in terms of the Listing Agreement includes an Ethics& Compliance Task Force comprising senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an email or dedicated telephoneline or a letter to the member of Audit committee or to the Chairman of the AuditCommittee.
STATEMENT OF DIRECTORS RESPONSIBILITY:
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
(b) 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 your Company as at 31st March 2019 and of the profitand loss of the Company for the financial year ended 31st March 2019;
(c) proper and sufficient care has been taken 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
Your Companys management has placed Corporate Governance as one of their top mostpriority. Your Companys philosophy on Corporate Governance envisages attainment ofhighest level of transparency accountability and fairness in respect of its operationsand achievement of highest internal standards in Corporate Governance and believes thatthe initiatives on Corporate Governance will assist the management in the efficientconduct of the business and in meeting its responsibilities to all its stakeholders.
The Company has been making every endeavor to bring more transparency in the conduct ofits business. As per the requirements of the SEBI (LODR) Regulations2015 a compliancereport on Corporate Governance for the year 2018-19 and a Certificate from the PracticingCompany Secretaries of the Company are furnished which form part of this Annual Report.
AUDITORS AND AUDITORS REPORT:
M/s. JBRK & Co Chartered Accountants who were appointed as the Statutory Auditorsof the company by the Members at their previous Annual General Meeting (AGM) shall beretiring on the conclusion of the ensuing AGM and are eligible for reappointment. Membersare requested to consider their re-appointment from the conclusion of ensuing AnnualGeneral Meeting (AGM) upto the conclusion of the next Annual General Meeting.
Cost Audit is not applicable to the Company
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Mohd. Akram partner of DM & Associates Company Secretaries LLP toconduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexedherewith to this Report. The Audit Report does not contain any qualification / adverseremark.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
The managerial remuneration to Directors Key Managerial Persons and Managers did notexceed the limit as specified u/ s 197. The Company does not have any employee of thecategory specified Section 197 of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant / material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
GENERAL: a) Your Company has not issued equity shares with differential rights as todividend voting or otherwise; and b) Your Company does not have any ESOP scheme for itsemployees/Directors.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your companys operations does not involve large scale use of energy. Thedisclosure of particulars under this head is not applicable as your company operates inthe service sector. Although your company is not a large scale energy user acknowledgesthe concept of conservation of energy. Your company has received foreign exchange duringthe year under review.
Your Directors would like to place on record their appreciation and sincere thanks toall the shareholders customers bankers Central and State Government for thecontribution made and support provided to the Company during the year under report. YourCompany continues to enjoy the full cooperation of all its employees. The Directors wishto place on record their appreciation for the good performance achieved by them.
|Registered Office: ||For and on behalf of the Board of Directors |
|302 The Bureau Chambers ||Dr.Vivek Hebbar |
|Above State Bank of India ||Chairman Board of Directors |
|Chembur Mumbai 400071 || |
|Maharashtra || |
|Place: Mumbai. || |
|Date: 24th August 2018 || |