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Funworld & Tourism Development Ltd.

BSE: 531854 Sector: Services
NSE: N.A. ISIN Code: INE288H01018
BSE 05:30 | 01 Jan Funworld & Tourism Development Ltd
NSE 05:30 | 01 Jan Funworld & Tourism Development Ltd

Funworld & Tourism Development Ltd. (FUNWORLDTOUR) - Director Report

Company director report

To

The Members of

FUNWORLD AND TOURISM DEVELOPMENT LIMITED

Dear Members

Your Directors have pleasure in presenting the 30th Director's Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report for the financialyear ended 31st March 2017.

The summary of operating results for the year is given below.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars Current year Previous Year
(2016-17) (2015-16)
Sales 163.00 287.08
Other Income 0.49 1.17
Total Income 163.49 288.25
Depreciation 37.66 49.64
Tax :
Current Tax 0.00 (3.60)
Deferred Tax 0.00 (5.08)
Profit/(Loss) after Tax 2.36 (12.51)
Earnings per share (Rs.) :
Basic 0.039 0.039
Diluted -0.20 -0.20

STATE OF COMPANY'S AFFAIRS

During the year under review the total Income of the Company was Rs 163.49 Lakhagainst Rs 288.25 Lakh in the previous year. The Company has earned the profit of Rs. 2.36Lakh compared to loss of Rs 12.51 Lakh in the previous year. Your Directors arecontinuously looking for avenues for future growth of the Company.

TRANSFER TO RESERVES

There is no proposal to transfer any amount to any reserve.

MANAGEMENT DISCUSSION & ANALYSIS

Information is provided after this report.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments which have occurred between theend of the financial year of the Company and the date of the report which has affectedthe financial position of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

No company has become or ceased to be Subsidiary Company Joint Venture Company orAssociate Company during the year.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

MEETINGS OF THE BOARD OF DIRECTORS

Information is provided under clause 2(B) of the Corporate Governance.

CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations 2015 thecompliance with Corporate Governance as specified in Regulation 17 to 27 46(2)(b) to (i)& para c d & e of Schedule V are not applicable to the Company as paid up sharecapital doesn't exceed Rs. 10 Crore.

The Company has decided to maintain and adhere to the Corporate Governance requirementsset out by SEBI voluntarily. The Report on Corporate Governance along with requisiteCertificate from M/s. Pinakin Shah & Co. Practicing Company Secretary Ahmedabad isannexed to this Report.

DIVIDEND

In view of loss the Board of Directors have not recommended any dividend for thefinancial year 2016-17.

DEPOSITS

Your company has not accepted any fixed deposits during the year under review.

RISK MANAGEMENT

There is an adequate risk management infrastructure in place capable of addressingrisks that the organization faces such as strategic financial market property ITlegal regulatory reputational and other risks those have been identified and assessed.

DIRECTORS & KEY MANAGERIAL PERSON

Shri Hitendrasinh S Jadeja (DIN: 00183473) retires by rotation and being eligibleoffers himself for reappointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations2015 details of Director retiring by rotation is provided under explanatory statement ofthe Notice of the ensuing Annual General Meeting. The Company has devised a Policy forperformance evaluation of Independent Directors Board Committees and other individualDirectors which include criteria for performance evaluation of the non-executive directorsand executive directors.

AUDITORS

At the Annual General Meeting held on 28/09/2015 M/s Jeevan Jagetiya & CoChartered Accountants Ahmedabad were appointed as the Statutory Auditors of the Companyto hold office till the conclusion of the 31st Annual General Meeting to be held in thecalendar year 2018. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the Auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s Jeevan Jagetiya & Co CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard The Company has received a certificate from the Auditors tothe effect that if they are ratified it would be in accordance with the provisions ofsection 141 of the Companies Act 2013.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

M/s Pinakin Shah & Co Practising Company Secretary has been appointed as thesecretarial Auditor of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year ended March 31 2017 is annexed herewith marked as Annexure 4 tothis Report. The Secretarial Audit Report contains certain adverse remarks which are dealtwith as under:

Sr. No. Remarks Explanation
1. Non Compliance of section 204 of Companies Act 2013 The size of the company doesn't offer professional or any carrier goal. Therefore the Company could not recruit Company Secretary.
2. Non Compliance of Section 138 of the Companies Act 2013 The Company has Internal Auditor commensurate with the size of the Company.
3. Non Compliance in Filing of Forms fees. The Company has filed the forms with additional

COMMITTEES OF THE BOARD

The Committees of the Board is provided under Clause 3 of the Corporate GovernanceReport.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan made any investment or given any guarantee henceinformation is nil.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Boardof Directors hereby confirms that

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.

II. It has in the selection of the accounting policies consulted the StatutoryAuditors and has applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2017 and of the profits of the company for that period.

III. It has taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities to the best ofits knowledge and ability. There are however inherent limitations which should berecognized while relying on any system of internal control and records.

IV. It has prepared the annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operationefficiently.

VI. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure 2 to thisReport.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure 1 tothis report.

INSURANCE

All Inventories including Buildings Machinery etc. is adequately insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the financial year were in theordinary course of the business of the Company and were on arm's length basis. All RelatedParty Transactions are placed before the Audit Committee for approval. The policy onmateriality of Related Party Transactions and also on dealing with Related PartyTransactions are approved by the Audit Committee and the Board of Directors. Informationon material related party transactions entered into in the ordinary course of business andon an arm's length basis as provided under form AOC-2 attached as Annexure 3 to thisAnnual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

FAMILIARIZATION PROGRAMME

Since all independent directors are associated with the company for more than 5(years) the company has not conducted familiarization programme for independent director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct or policy.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

A. Conservation of Energy

1. Manual Operation of Air Compressor with strict controls on operational timings andre-alignment / re-connection of existing Air Compressor to increase loading andsubsequently increasing its efficiency.

2. Optimization of running hours of the rides at the Theme Park based on GuestPopulation – Green Initiative.

B. Technology absorption

As the Company is an end user of ride systems and not into manufacturing the technologyabsorption is not relevant.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings and outgo during the year under review.

EQUITY CAPITAL

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued equity shares with differential rights as to dividendvoting or otherwise.

SHARES IN SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares fromSuspense Account during the year: Not Applicable

• Number of shareholders to whom shares were transferred from Suspense Accountduring the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares in the SuspenseAccount lying at the end of the year: NIL

• That the voting rights on these shares shall remain frozen till the rightfulowner of such shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from theUnclaimed Suspense Account during the year: Not Applicable

• Number of shareholders to whom shares were transferred from the UnclaimedSuspense Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares lying in theUnclaimed Suspense Account lying at the end of the year: NIL

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

The shares of the company are registered on BSE. The company has made an applicationfor voluntary delisting of shares to BSE.

Subsequently BSE has granted in principle approval for delisting vide letter No.DCS/DEL/PGS/IP/907/2016-17 dated 28th March 2017 subject to compliance of conditionstated in Regulation 8 (1) (b) of the Delisting Regulations.

Saya Amusement & Manufacturing Pvt. Ltd. the acquirer initiated the process toacquire 3692660 equity shares held by public shareholders at exit price of Rs. 12 perequity share and the offer open on 08th May 2017 and close on 31st May 2017. All thepublic shareholders except one share holder gave their positive consent to the proposal ofproposed delisting and dispensed with exit price discovery through book building processand also give their consent to remain the shareholders of equity shares even if the equityshares are delist. The Company has submitted the Final Delisting application to BombayStock Exchange on 27th June 2017 and final delisting approval is awaited.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

DISCLOSURE OF DEMONETIZATION NOTES

Your company has disclosed the details of specified Bank notes held and transactedduring the period from 8th November 2016 to 30th December 2016 in the Balance sheet as on31/03/2017. The disclosure has been made in Compliance of notification No. GSR 308 (E)dated 30/03/2017.

ACKNOWLEDGEMENT

Your Directors wish to express co-operation received from all the stakeholders.

Date: 26/05/2017 For Funworld & Tourism Development Ltd.
Place: Rajkot Shri Pravinsinh Jhala
Chairman
DIN: 00183361