The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Statement of Accounts of the Company for the year ended 31 March 2017.
1. FINANCIAL PERFORMANCE:-
The financial performance of the Company for the Year ended 31 March 2017 is assummarized below:-
|Particulars ||2016-17 ||2015-16 |
|Gross Turnover & Other Income ||25.78 ||46.75 |
|Pro t / (Loss) before Interest Depreciation & Taxation ||(3.78) ||10.86 |
|Less Interest ||00.00 ||0.00 |
|Pro t / (Loss) before Depreciation & Taxation ||(3.78) ||10.86 |
|Less Depreciation ||00.20 ||0.23 |
|Pro t / (Loss) before tax ||(3.98) ||10.63 |
|Less Provision for Taxation (Incl. Deferred Tax) ||00.00 ||(6.58) |
|Net Pro t / (Loss) for the year ||(3.98) ||4.04 |
|Add/ (less) Balance brought forward from previous Year ||(333.14) ||(337.18) |
|Balance Carried to Balance Sheet ||(337.11) ||(333.14) |
2. PERFORMANCE REVIEW:-
For the year 2016-17 the Turnover of the Company decreased and stood at Rs. 25.78Lakhs and Net Loss for the year is Rs. 3.98 Lakhs.
Your Directors has not recommended any dividend for the year under review.
The Board of Directors has not recommended transfer of any amount of pro t to reservesduring the year under review. Hence the entire amount of pro t for the year under thereview has been carried to the pro t and loss account.
5. SHARE CAPITAL:-
The paid up Equity Share Capital as at March 31 2017 stood at Rs 57203000/- (RupeesFive Crore Seventy-Two Lakh Three Thousand only). During the year under review theCompany has neither issued any shares with differential voting rights nor had granted anystock options or sweat equity.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Jignesh N. Patel (DIN: 03143531) Whole-Time Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
During the year under review Mr. Jignesh N. Patel (DIN: 03143531) was appointed asChairman. Mr. Hemal A. Mehta (DIN: 06424481) and Mr. Jignesh N. Patel (DIN: 03143531) wereappointed as Whole-Time Director of the Company for a period of two years commencing from24th June 2016 to 23rd June 2018. Mr. Rajendrakumar Kherala (DIN
07567681) and Mr. Mayur Patel were appointed as an Independent Non-Executive Directorof the Company for a period of ve years commencing from 1st August 2016 to 31st July2021.
During the year under review Mr. Ashok C Patel Whole-Time Director of the Company hasresigned w.e.f. 1st June 2016. Mr. Dhanraj Vithalani (DIN: 06652609) and Mr. Suketu Bhuta(DIN: 06652618) Directors of the Company tendered their resignation on 1st August 2016.The Board places on record its appreciation for the services rendered by them during theirtenure with the Company.
Pursuant to the provisions of Section 161 of the Companies Act 2013 Mr. AshishkumarBangur (DIN: 07321803) was appointed as an Additional Director (in the category ofIndependent Director) of the Company with effect from 30th May 2017 and would hold of ceup to the date of ensuing Annual General Meeting.
Ms. Usha Maru resigned from the post of Chief Financial Officer w.e.f. June 24 2016and Ms. Shilpi Pandey was appointed as Chief Financial Officer of the Company w.e.f. June24 2016. Ms. Shilpa Chhabra had resigned from the post of Company Secretary andCompliance Officer w.e.f. November 10 2016 and Mr. Vijay Thakkar was appointed as theCompany Secretary and Compliance Officer of the Company w.e.f. March 7 2017.
7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:-
During the year under review the Registered of ce of the Company has been shifted fromD/24 Ground Floor Turakhia Park Co-op Hsg Society Ltd M. G. Road Kandivali (W) Mumbai400 067 to B-10 Divya Smit CHS Ltd. Gaurav Garden Complex Opp. Gaurav Jamuna BuildingBunder Pakhadi Road Kandivali (West) Mumbai 400067 with effect from 10th November 2016.
8. DIRECTORS RESPONSIBILITY STATEMENT:-
In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:-
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 pro t or loss of the company for the year under review.
c) The directors have taken proper and suf cient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a going concern basis.
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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
9. STATUTORY AUDITOR AND AUDIT REPORT:-
M/s. Amit M. Shah Chartered Accountants Statutory Auditors of the Company hold of cetill the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have con rmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Companies Act2013 and that they are not disquali ed for re-appointment.
The Notes on Financial statement referred to in the Auditors report are selfexplanatory and do not call for any further comments. The Auditors Report does not containany quali cation reservation or adverse remark.
10. SECRETARIAL AUDITOR AND AUDIT REPORT:-
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorsof the Company has appointed M/s. Bhuwnesh Bansal & Associates Practicing CompanySecretary (FCS -6526 & COP. No: 9089) as Secretarial Auditor of the Company to conductSecretarial audit for the financial year ended on March 31 2017. Secretarial Audit Reportissued by M/s. Bhuwnesh Bansal & Associate Practicing Company Secretary in form MR-3is enclosed as Annexure - II to this Annual Report. There are no quali cations inSecretarial Audit Report.
11. TAX PROVISIONS:-
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.
12. FIXED DEPOSITS:-
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
13. CORPORATE GOVERNANCE REPORT:- Not Applicable
During the year under review the Paid Up Capital and Net Worth of the Company wereless than 10 crores and 25 crores respectively as on 31st March 2017 therefore CorporateGovernance provisions as speci ed in Regulations 17 18 19 20 21 22 23 24 25 26 27and clause (b) to (i) of sub regulation (2) of regulation 46 and para C D and E of theSchedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 isnot applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date we willcomply with requirements those regulations within six months from the date on which theprovisions became applicable to our Company.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
The particular as prescribed under sub-Section (3)(m) of section 134 of the CompaniesAct 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014
(i) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
| ||Foreign Exchange Earned ||- Nil |
| ||Foreign Exchange Used ||- Nil |
15. PARTICULARS OF EMPLOYEES:-
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by theMembers at the Registered Of ce of the Company during business hours on working days ofthe Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-
During the year ended March 31 2017 six (6) Board Meetings were held. The dates onwhich the Board meetings were held are May 16 2016 June 24 2016 August 1 2016November 10 2016 February 11 2017 and March 7 2017.
17. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:-
The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-Section(6).
18. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS BY COMPANY:-
During the financial year ended March 31 2017 no loan guarantee and investment underSection 186 of the Companies Act 2013 was made by the Company.
19. RELATED PARTY TRANSACTIONS:-
During the financial year ended March 31 2017 no contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013.
Thus disclosure in form AOC-2 is not required. Further there are no material relatedparty transactions during the year under review with the Promoters Directors or KeyManagerial Personnel.
20. EXTRACT OF ANNUAL RETURN:-
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - I to this Report.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:-
There are no Signi cant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.
22. AUDIT COMMITTEE:-
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (LODR) Regulation 2015 the Company has constituted an AuditCommittee comprising of the following Directors viz. Mr. Rajendrakumar Kherala(Chairman) Mr. Hemal Mehta and Mrs. Vanita Parmar. Audit Committee acts in accordancewith the terms of reference speci ed from time to time by the Board.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
During the year ended March 31 2017 four (4) Audit Committee meetings were held onMay 16 2016 August 1 2016 November 10 2016 and February 11 2017.
23. NOMINATION AND REMUNERATION COMMITTEE:-
In accordance with the provisions of Section 178(1) of the Companies Act 2013 andregulation 19 of SEBI (LODR) Regulations 2015 the Company has constituted a Nominationand Remuneration Committee comprising of the following Directors viz. Mr. RajendrakumarKherala (Chairman) Mr. Mayur Patel and Mrs. Vanita Parmar. Nomination and RemunerationCommittee acts in accordance with the terms of reference speci ed from time to time by theBoard.
During the year ended March 31 2017 Three (3) Nomination and Remuneration Committeemeetings were held on May 16 2016 June 24 2016 and August 1 2016.
24. STAKEHOLDERS RELATIONSHIP COMMITTEE:-
In accordance with the provisions of Section 178(5) of the Companies Act 2013 andregulation 20 of SEBI (LODR) Regulations 2015 the Company has constituted a StakeholdersRelationship Committee comprising of the following Directors viz. Mr. RajendrakumarKherala (Chairman) Mr. Mayur Patel and Mrs. Vanita Parmar. Stakeholders RelationshipCommittee acts in accordance with the terms of reference speci ed from time to time by theBoard.
No Stakeholders Relationship Committee meeting was held during the Year 2016-17.
25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordances with managementsauthorization and properly recorded and accounting records are adequate for preparation offinancial statements and other financial information. Internal check is conducted on aperiodical basis to ascertain the adequacy and effectiveness of internal control systems.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR):-
During the financial year ended March 31 2017 no Contribution towards the CorporateSocial Responsibility under Section 135 of the Companies Act 2013 was made by theCompany.
2 7. FORMAL ANNUAL EVALUATION:-
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors in various parameters such as:
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and committees effectiveness
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentsdirectors shall be done by the entire Board of directors excluding the directors beingevaluated. The review concluded by af rming that the Board as a whole as well as all ofits Members individually and the Committees of the Board continued to display commitmentto good governance ensuring a constant improvement of processes and procedures.
The Board wishes to place on record its sincere appreciation for the assistance andco-operation received from Bankers Government Departments and other Business Associatesfor their continued support towards the conduct of operations of the Company ef ciently.
The Directors express their gratitude to the shareholders for their continuing condence in the Company. The Directors also acknowledge the hard work and persuasive effortsput in by the employees of the Company in carrying forward Companys vision andmission.
| ||On behalf of the Board of Directors |
| ||For Fraser And Company Limited |
| ||Sd/- |
| ||Jignesh Patel |
|Place: Mumbai ||Chairman |
|Date: September 1 2017 ||DIN- 03143531 |