To the Members
Your Directors have pleasure in presenting the 22nd Directors' Reporttogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2016.
The summary of operating results for the year and appropriation of divisible profits isgiven below.
| || ||(Rs. In lakhs) |
|Particulars ||2015-16 ||2014-15 |
|Revenue from operations ||31.46 ||0.00 |
|Other Income ||-1.96 ||10.67 |
|Total Income ||29.49 ||10.67 |
|Depreciation ||1.54 ||0.03 |
|Tax: Current Tax ||1.80 ||0.02 |
|Deferred tax ||- ||- |
|Profit/(Loss) after Tax ||4.19 ||-7.06 |
|Earnings per share ||- ||- |
|Basic Diluted ||0.07 ||0.118 |
Performance of the Company
During the year under review the total income of the Company was Rs 2949915/-against Rs 1067245/- in the previous year. The Company has earned a Profit after tax ofRs 419866/- compared to a loss of Rs. 706635/- in the previous year.
Transfer to Reserves
For the financial year ended 31st March 2016 it is proposed to carry a nil amount toGeneral Reserve Account.
In view of inadequate profits the Board of Directors has not recommended any dividendfor the current year.
Material Changes between the date of the Board Report and end of Financial Year
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
Details of Subsidiary/ Joint Ventures/ Associate Companies
As on March 31 2016 the Company does not have any subsidiary/joint venture/associatecompanies.
Change in the Nature of the Business
There is no change in the nature of the business of the Company.
Meetings of the board
The information on meetings of the Board of Directors as held during the financial year2015-16 is provide under Clause 2 (b) of the Corporate Governance Report.
As provide under Regulation 15 (2) of the SEBI (LODR) Regulations 2015 the compliancewith the Corporate Governance as specified in Regulation 17 to 27 46 (2) (b) and para cd and e of Schedule V are not applicable to the Company as the paid up equity sharecapital of the Company does not exceed Rs. 10 Crores.
The Company is committed to maintain and adhere to the Corporate Governancerequirements voluntarily. The Report on Corporate Governance along with the certificatefrom Mr. Pinakin Shah Practicing Company Secretary Ahmedabad is annexed to this Report.
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.
There is an adequate risk management infrastructure in place capable of addressingrisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks those have beenidentified and assessed.
Directors and Key Managerial Personnel
Mr. Amam Shah (DIN: 01617245) retires at the AGM and has offered himself forre-appointment. During the financial year no changes have taken place in the constitutionof the Board.
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s Hiren K. Shah & Co. Chartered Accountants Ahmedabad (Firm Registration No117188W) were appointed as statutory auditors of the Company from the conclusion of thetwenty-first annual general meeting of the Company held on September 23 2015 till theconclusion of the twenty- sixth AGM to be held in the year 2021 subject to ratification bymembers at every AGM.
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.
M/s Pinakin Shah & Co Practising Company Secretary Ahmedabad has been appointedas the secretarial Auditor of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the financial year ended March 31 2016 is annexed herewith marked as Annexure- I tothis Report. The Secretarial Audit Report contains the following qualification/ adverseremark for which an explanation has been given.
|Remark ||Explanation |
|Non- compliance of Section 204 of Companies Act 2013 ||The size of the company does not offer the any professional career goal. |
|Non Compliance of Section 138 of Companies Act 2013 ||The Company has Internal Audit the System commensurate with its size |
|Non- compliance of Section 186 (7) of the Companies Act 2013- Interest not charged ||The interest will be accounted for as and when it is received |
|Non- Compliance of Regulation of the SEBI (LODR) 2015 ||The Website was not updated at the time of 46 Secretarial Audit |
| || |
Committees of the Board
The Committees of the Board is provided under Clause 3 of the Corporate GovernanceReport.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient 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 had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
Extract of annual return
As provided under section 92(3) of the Act the extract of annual return is given inAnnexure- II in the prescribed Form MGT-9 which forms part of this report.
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) and (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as an Annexure- III to thisReport.
All the assets of the Company are adequately insured.
Transactions with related parties
Information on transactions with related parties pursuant to section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 is Nil.
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 meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
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 foreign exchange earnings and outgo
(a) Conservation of energy and Technology absorption
The Company has not made any investment for (energy conservation) and taken anyspecific measures to reduce energy cost per unit. However it intends to conserve energyfor future generation.
(b) Technology Absorption
There is no research and development activity carried out by the Company.
(c) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
(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 Voting 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 control systems and their adequacy
The Company has proper and adequate system of their internal controls proportionate toits size and business. The internal control systems of the Company are designed to ensurethat the financial and other records are reliable for preparing financial statements andother data.
Any significant and material Order passed by Regulators/ Courts/ Tribunals
No orders were passed by the regulators or courts or Tribunals impacting the goingconcern status and company's operation in future.
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
The Board places on record their appreciation for the support of all stakeholders.
|Place : Ahmedabad ||For and on behalf of the Board |
|Date : 28th July 2016 ||Amam Shah |
| ||Director |
| ||DIN:01617245 |
|Registered office: || |
|A-115 Siddhi Vinayak Towers || |
|B/h. DCP Office Off S.G. Highway || |
|Makarba Ahmedabad-380051. || |