Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
| || ||Rs. In Lacs |
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||1142.25 ||4665.58 |
|Profit Before Interest and Depreciation ||389.16 ||617.58 |
|Finance Charges ||165.78 ||241.66 |
|Gross Profit ||223.38 ||375.92 |
|Provision for Depreciation ||62.26 ||85.81 |
|Net Profit Before Tax ||161.12 ||290.10 |
|Provision for Tax ||26.14 ||73.10 |
|Net Profit After Tax ||134.98 ||217.00 |
|Balance of Profit brought forward ||981.84 ||764.84 |
|Balance available for appropriation ||1116.82 ||981.84 |
|Proposed Dividend on Equity Shares ||0 ||0 |
|Tax on proposed Dividend ||0 ||0 |
|Transfer to General Reserve ||0 ||0 |
|Surplus carried to Balance Sheet ||1116.82 ||981.84 |
Brief description of the Company's working during the year/State of Company's affair
During the year under review the Company has total income is decreased and same is Rs.1142.25 lacs as against previous year Rs. 4665.58 the same is on account of lowerbookings & possession in our residential and commercial projects. However the companyhas posted net profit of Rs. 134.98 Lacs as against previous year profit of Rs. 217.00the same is due to lower depreciation in compliance with provisions of the act and loweramount of Financial charges debited to P&L. Further there is no change among thebusiness of the Company.
Your directors regret to inform you that we do not recommend any dividend for the yearto strengthen the position of the company
There is no balance lying in unpaid equity dividend account.
The Company has transferred the available profit into its reserve during the year underreview.
There is no change in the share capital of the Company during the year.
Directors and Key Managerial Personnel
Mr. Sanjay Kedia Director retire by rotation at the forthcoming Annual General Meetingand being eligible offer himself for reappointment. Pursuant to the recommendation ofNomination and Remuneration Committee the Board of Directors of the Company in theirmeeting held on 5th September2017.
A separate meeting of Independent Director was held for the purpose of evolution ofperformance of non-independent directors performance of board as a whole and of thechairman talking into account the views of the executive and non executive directors.
The company has received a declaration subject to Section 149 (7) of the Companies Act2013 from all the Independent Director confirming that they meet the criteria ofIndependent as provided in Section 149 (6) of the Companies Act 2013 and Regulation 16(b) of the Listing Regulations.
Particulars of Employees
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the details required therein forms part of this report. Having regard to theprovisions of Section 136(1) read with the its relevant provision of the Companies Act2013 the Annual Report excluding the aforesaid information is being sent to the membersof the Company. The said information is available for inspection at the Registered officeof the Company during working hours and any member interested in obtaining suchinformation may write to the Company and the same will be furnished without any fee andfree of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in Annexure V whichforms part of this report.
Number of Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 8 Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-III.
M/s Shankarlal Jain & Associates LLP Chartered Accountants Mumbai were appointedas Statutory Auditor of the Company in the 23rd Annual General Meeting (AGM) ofthe members held on 29th September 2015 to hold office for a 3 years subjectto rectification of their appointment the members are requested to rectify theirappointment. The Audit Committee and Board of Directors have recommended rectification oftheir appointment as 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.
During the year the statutory auditor had not reported any matter under Section 143(12) of the Companies Act 2013 therefore no details is required to be disclosed underSection 134 (3) (ca) of the Companies Act 2013.
Disclosure about Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company'sconstruction business for the FY 2017-18.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under Mr. Mohd AkramPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure IV to this report. Thereport is self-explanatory and do not call for any further comments.
Internal Audit & Controls
The Company appoint Mr. Asim Santara as its Internal Auditor. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the board of directors and suitable corrective actions takenas per the directions of Audit Committee on an ongoing basis to improve efficiency in overall operations of the company.
Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.
Risk Management policy
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enlarging shareholders value and providing an optimum risk reward trade off. Therisk management approach is based on a clear understanding of the risks that theorganization faces disciplined risk monitoring and laid down procedure to inform theBoard about risk assessment & minimization procedure. The risk management approach isbased on a clear understanding of the variety of risks that the organization facesdisciplined risk monitoring and measurement and continuous risk management and mitigationmeasures.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure - I .
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Internal Financial Controls with reference to financial statements as designatedand implemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet or renewed any fixed deposits during the year.
Particulars of loans guarantees or investments under section 186
The particulars of loans guarantees and investments give/made during the financialyear under review and governed by the provisions of Section 186 of the Companies Act 2013have been disclosed in the financial statements.
Particulars of contracts or arrangements with related parties:
All contracts/arrangements/transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. The details of material related party transaction are furnished in Annexure IIand forms part of this report. The Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board may be accessed on thecompany's website
Your Directors also draw attention of the members to Note 27 to the financial statementwhich sets out related party disclosures.
As per the requirement under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations")approval of the Audit Committee was received for all the Related Party Transactions. Asper the Regulation 23(8) of the SEBI Regulations the Company has sought approval ofshareholders for passing necessary resolution.
As per Regulation 27 of the Listing Regulation a report of the Corporate Governanceand the Certificate of the Auditors of the Company in respect of the Compliance thereofare appended hereto and forming part of this report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached in the report on Corporate Governance. The Board of Directors of the Companyadopted the Code of Conduct and the same is posted on the Company's website. The Directorsand Senior Management personnel have affirmed their compliance with the said code.
Management Discussion and Analysis
The Management Discussion and Analysis of the financial condition and result ofoperation of the Company under review is annexed and forms an integral part of theDirectors' Report.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act. 2013 has constituted an Internal ComplaintsCommittee. During the year no complaint was lodged with the Internal Complaint Committee.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No such order passed by the any of the regulatory authority or courts or tribunals.
Conservation of energy technology absorption and foreign exchange earnings and outgo
During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 withreference to Conservation of Energy and Technology Absorption. Further there is noforeign exchange earnings and outgo.
Corporate Social Responsibility (CSR)
The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy)Rules 2014 are not applicable to the Company.
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).
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(i) in the preparation of annual accounts for the year ended 31 March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give the trueand fair view of the state of affairs of the Company as at end of the st financial yearended on 31 March 2017 and of the profit and loss of the Company for the said financialyear;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors had prepared the annual accounts on a "going concernbasis";
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
(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.
Consolidated Financial Statements
The Consolidated Financial Statements pursuant to Section 129 of the Companies Act2013 are attached to the Standalone Financial Statements of the Company which forms partof this report.
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE where the Company's Shares are listed.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted displayed by all executive officer and staff resulting in successfulperformance of the Company.
| ||For and on behalf of the Board |
|Place : Mumbai ||Kishan Kumar Kedia |
|Date : 5th September 2017 ||Chairman & Managing Director |
| ||DIN No. 00205146 |