The Directors of the Company take pleasure in presenting their 29 Annual Reporttogether with the annual audited financial statements for the financial year ended March31 2017.
The summary of the Company's financial performance for the financial year 2016-17 ascompared to the previous financial year 2015-16 is given below:
| || ||(Amt in lacs) |
|Particulars ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 |
|Income ||10559.43 ||12300.69 |
|Less: Expenses ||10504.86 ||(12202.10) |
|Less: Depreciation ||(21.66) ||(21.46) |
|Exceptional Items ||- ||- |
|Profit after Depreciation & Interest ||32.92 ||77.13 |
|Provision for Taxation ||12.00 ||24.25 |
|Provision for Tax (deferred) ||0.22 ||4.57 |
|Profit after Tax ||21.14 ||48.31 |
|Net profit/ (Loss) ||21.14 ||48.31 |
|Balance carried to Balance Sheet ||21.14 ||48.31 |
During the year your Company has income of Rs. 10559.43 lacs including other income ascompared to Rs. 12300.69 Lacs in the previous year. The Net profit after tax was Rs. 21.14lacs against the Net Profit of Rs. 48.31 Lacs in the previous year.
In order to conserve the resources your Directors are unable to declare any dividends.
Your Company has not accepted any deposits from the public falling within the ambit ofSection 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.
BOARD OF DIRECTORS
All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Theseconfirmations have been placed before and noted by the Board.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure I (a) & I (b) to this Report.
EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Nomination and Remuneration Committee of the Boardcarried out the annual evaluation of the performance of the Board as a whole theDirectors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the Nomination and RemunerationCommittee and noted in turn by the Board.
Your Company has following Committees of Board viz
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance' forming partof the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)I read with Section 134(5) of the Actwith respect to Directors' Responsibility Statement your Directors hereby confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed;
b. appropriate accounting policies have been selected and applied consistently andestimates and judgments made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c. proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;
d. the annual accounts have been prepared on a going concern basis; and
e. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
a) Statutory Auditor
Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. SSRV & Associates as proposed to be appointed as Statutory Auditors of theCompany from the conclusion of the 29th Annual General Meeting (AGM) of theCompany held on 30th September 2017 till the conclusion of the 34thAGM to be held in the year 2022 subject to ratification of their appointment at every AGMin place of M/s. AMD & Co. Chartered Accountants. The Company has received theeligibility certificate from the Statutory Auditor.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. SARK & Associates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2016-2017. The Report of theSecretarial Auditor is annexed herewith as Annexure II and forms an integral part of thisReport.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearor Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility isnot applicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Company has a well-defined risk management frame work in place. The details of therisks faced by the Company and the mitigation thereof are discussed in detail in theManagement Discussion and Analysis report that forms part of the Annual Report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under the Act form part of the Annual Report. The certificatefrom the Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed to the Corporate Governance Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC- 2 are appended as Annexure III.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.
The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters. During the financial year 2016-17 Sevenboard meetings were held on April 28 2016 May 30 2016 August 12 2016 August 132016 November 10 2016 January 20 2017 and February 07 2017. The gap between the twoboards meetings did not exceeds 120 days.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirement under section 92(3) and Section 134(3) of the Act read withRule 12 of Companies (management and administrative) Rules 2014 an extract of Annualreturn in prescribed Form MGT 9 is given in the report as Annexure IV.
RETIREMENTS AND RESIGNATIONS
During the year no Director has resigned from the Company. Mr. Ketu Parikh retires byrotation and being eligible offers himself for re-appointment. Your Directors recommendhis re-appointment.
CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO
In the view of nature of activities which are being carried on by the Company theparticulars as prescribed under Section134 (3) (m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on Bombay Stock ExchangeLtd.
The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2017-2018 on time.
V IGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.
During the financial year 2016-17 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ Associates.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2016-17 no cases in the nature of sexual harassment werereported at our workplace of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreement and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Chief Executive Officer declaration about the Code ofConduct is Annexed to this Report.
The Directors express their sincere gratitude to the BSE Limited National StockExchange of India Limited Ministry of Finance Ministry of Corporate Affairs Registrarof Companies National Securities Depository Limited other government and regulatoryauthorities financial institutions and the bankers of the Company for their ongoingsupport.
The Directors also place on record their sincere appreciation for the continued supportextended by the Company's stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyresulting in satisfactory performance during the year.
On behalf of the Board of Directors Sd/-
Ketu Parikh Managing Director DIN-00185343