The Directors of the Company are pleased to present the 27thAnnual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended March 31 2017.
1. Financial Summary:
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations ||26145997 ||17635986 |
|Other Income ||2070306 ||2431395 |
|Gross Income ||28216303 ||20067381 |
|Expenditure ||178 11 596 ||150 97 901 |
|Profit before interest and depreciation ||1 04 04 707 ||49 69 480 |
|Finance Charges ||40418 ||101538 |
|Gross Profit before depreciation ||1 03 64 289 ||48 67 942 |
|Depreciation ||3859223 ||1906905 |
|Net Profit before tax ||6505066 ||29 61 037 |
|Provision for tax ||- ||439871 |
|Net Profit after tax ||6505066 ||2521166 |
The Company is seeking business opportunities on a regular basis and will endeavour totake steps to revive the business subject to market conditions. In the meantime Companyhas earned its income by way of rental income.
3. Dividend and reserves:
In view of inadequate profit the Board of Directors do not recommend any dividend onthe Equity Shares of the Company for the financial year ended March 31 2017.
The details of reserves and surplus are provided in note no. 4 of the notes to thefinancial statement.
4. Details of Subsidiary/Joint Ventures/Associate Companies:
As on March 31 2017 the Company does not have any subsidiary/joint venture/associatecompanies.
5. Share Capital:
During the financial year 2016-17 there is no change in the Share Capital of theCompany.
6. Management Discussion and Analysis Report:
Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis (MDA) is required to be annexed to this report. There is nothing to mention inthis report as the Company has disposed off its assets of its plant and machinerypertaining to the Textile Division. So the company has not annexed the ManagementDiscussion and Analysis to the Board's report.
7. Corporate Governance Report:
The Company is strictly complying with the Corporate Governance practices as envisagedin the Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. A report on corporategovernance together with requisite certificate from M/s. Mulraj D Gala CharteredAccountants Mumbai confirming compliance with the conditions of corporate governanceforms part of the Annual Report.
8. Directors and Key Managerial Personnel:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Ranjan Gala retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.
The present term of Mr. Amrut T Shah as Chairman and Managing Director of the Companyhas expired on March 31 2017. The Board of Directors of the Company on the recommendationof Nomination and Remuneration Committee in its meeting held on May 30 2017 subject toapproval of the Members has re-appointed Mr. Amrut T Shah as Chairman and ManagingDirector of the Company for a period of five years with effect from April 1 2017.Accordingly the reappointment of Mr. Amrut T Shah as Chairman and Managing Director isbeing placed before the members in the Annual General Meeting for approval of the members.
Mr. Praful K Dedhia has expressed his desire to resign from the Board of the Companywith effect from October 1 2017. The Board places on record its appreciation towardsvaluable contribution made by Mr. Praful K Dedhia during his tenure as a Director of theCompany.
On the recommendation of Nomination and Remuneration Committee Mr. Hemang Shah and Mr.Hardik Gala are proposed to be appointed as Independent Directors for a period of fiveyears with effect from October 1 2017. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence prescribed under the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andthere has been no change in the circumstances which may affect his statusas IndependentDirector.
As on March 31 2017 the Key Managerial Personnel of the Company under Section 203 ofthe Companies Act 2013 are Mr. Amrut T Shah Chairman and Managing Director and Mr. VijaySagvekar Chief Financial Officer.
The following policies of the Company are attached herewith:
a) Policy for selection of Directors and determining Directors independence as AnnexureIII; and
b) Remuneration Policy for Directors Key Managerial Personnel and other employees asAnnexure IV.
9. Directors Responsibility Statement:
The Board of Director of the Company confirms that:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; b) theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2017 and of the loss of the Companyfor the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
10. Number of Meeting of the Board
Ten meetings of the board were held during the year. The details of the number ofmeetings held and attended by each Director are provided in the Corporate GovernanceReport which forms part of this Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
11. Board Evaluation:
The Company has devised a Policy for performance evaluation of the Board of DirectorsBoard Committees and Directors including Chairman Executive Directors Non-executiveDirectors and Independent Directors. Pursuant to the provisions of the Companies Act 2013and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of the Board andits Committees culture execution and performance of specific duties obligations andgovernance including the procedure prescribed under SEBI Circular dated January 5 2017 onGuidance Note on Board Evaluation.
The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee.
The performance evaluation of the Chairman and Non-Independent Directors was carriedout by Independent Directors. The reports on performance evaluation of the IndividualDirectors were reviewed by the Nomination and Remuneration Committee and the Chairman ofthe Board held discussions with each Board member and provided feedback to them on theevaluation outcome. The Board of Directors expressed their satisfaction with theevaluation process.
12. Internal Financial Controls:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and external consultants including audit of internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed bymanagement and the relevant committees of the Board including the Audit Committee theBoard of Directors of the Company is of the opinion that the Company's internal financialcontrols were adequate and effective during the financial year 2016-17.
13. Risk Management Policy:
The Company has formulated and implemented a Risk Management Policy that outlines theframework and procedures to assess and mitigate the impact of risks. Under the guidance ofthe Board of Directors of the Company and Key Managerial Personnel who are conversant withrisk management systems and procedures have been entrusted with the risk management of theCompany in accordance with the formulated policy. The Audit Committee has additionaloversight in the area of financial risks and controls. All risks are systematicallyaddressed through mitigating actions on a continuing basis.
14. Audit Committee:
The details pertaining to composition of audit committee are included in the corporategovernance report which forms the part of this report.
15. Audit Committee Recommendations:
During the financial year 2016-17 there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
16. Establishment Of Vigil Mechanism / Whistle Blower Policy:
As per the provisions of Section 177 of the Companies Act 2013 the Company hasadopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to theemployees to bring to the attention of the management any issues which is perceived to bein violation of or in conflict with the fundamental business principals of the Company.
The employees are free to report to the management concerns about unethical behavioractual or suspected fraud or violation of the codes of conduct or corporate governancepolicy or any improper activity to the Audit Committee of the Company or Chairman of theCompany.
The Whistle Blower Policy has been appropriately communicated within the Company. Thepolicy empowers the Chairman of the Audit Committee/Chairman of the Company to investigateany protected disclosure including matters concerning financials/accounting etc. receivedfrom the employees under this policy.
During the financial year 2016-17 the Company has not received any complaint throughVigil Mechanism. The Whistle Blower Policy is available on the Company's website.
17. Nomination And Remuneration Policy:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated Nomination and Remuneration Policy for determining the criteria for determiningqualifications positive attributes and independence of a director and also criteria fordetermining the remuneration of directors key managerial personnel and other employees.The policy is available on the Company's website.
As per the provisions of the Act the period of office of M/s. Mulraj D Gala CharteredAccountants the Statutory Auditors of the Company expires at the conclusion of theensuing Annual General Meeting.
It is proposed to appoint M/s. UKG & Associates Chartered Accountants for a termof 5 (five) consecutive years. M/s. UKG & Associatess have confirmed theireligibility and qualification required under the Act for holding the office as StatutoryAuditors of the Company.
The Notes on financial statement referred to in the Auditors'Report areself-explanatory and do not call for any further comments.
19. Auditors report:
The report contain the qualification regarding the statutory dues which are payablerelating to property tax and water tax as below and there are no other reservation oradverse remarks in report.
|Name of the Statute ||Nature of the Dues ||Amount (Rs.) ||Period to which the amount relates |
|Navi Mumbai Municipal Corporation ||Property Tax ||10156767/- ||From 2005 to 2012 |
|M.I.D.C. ||Water Tax ||146484/- ||From 2005 to 2011 |
The board had discussed the same qualification in their meeting and get decide toresolve the qualification as soon as possible.
20. Secretarial report:
The Board appointed Teena Dedhia & Associates Practising Company Secretary toconduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as Annexure I tothis Report.
Secretarial auditor's remarks and Management explanation to auditor's remarks:
The Directors refers to the auditor's observations in the secretarial audit report andas required under section 204(1) of the Companies Act 2013 the company has obtained asecretarial audit report.
1. Non appointment of Company Secretary:
The Board would like to bring to your notice that the company has been trying torecruit a Company secretary on best efforts basis since a long time but the company hasnot been successful in doing so because of financial constraints.
2. Publication of results audited and unaudited in news paper:
The company has not been doing that since the financial position of the company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through stock exchange.
3. Delay in submission of unaudited results:
Because of some inadvertent circumstances company delayed in submission of quarterlyaudited or unaudited results to the stock exchange in some quarters.
4. Non appointment of Internal Auditor:
Due to financial constraints the Board decided to appoint the internal auditor in nextfinancial year keeping in mind revival of the company in near future.
5. Demat of promoters shareholding:
Promoters of the Company are in the process of getting their shareholding in dematform.
6. E-voting facility at AGM:
Due to financial constraints the Board decided provide e-voting facilities in thecurrent AGM.
21. Transaction with related Parties:
All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. Your Directors draw attention of the members to Note 26 to thefinancial statement which sets out related party disclosures.
22. Extract of Annual Return:
As provided under section 92(3) of companies Act 2013 the extract of annual return isgiven in Annexure II in the prescribed Form MGT-9 which forms part of this report.
23. Particulars of employee:
The information required under section 197 of the companies Act 2013 read with rule5(1) of the companies (Appointment and remuneration of managerial personnel) Rules 2014are given below:
A. Ratio of remuneration of each director to the median employee's remuneration for thefinancial year.
|Name of director ||Designation ||Ratio |
|Amrut T. Shah ||Chairman & Managing Director ||8.11:1 |
|Praful K. Dedhia ||Whole Time Director ||8.11:1 |
B. Percentage increase in remuneration of each director and Key Managerial personnel:
|Name ||Designation ||% increase |
|Amrut T. Shah ||Chairman & Managing Director ||0 |
|Praful K. Dedhia ||Whole Time Director ||0 |
|Vijay Sagvekar ||Cheif Financial Officer ||0 |
C. The Percentage increase in the median remuneration of the employee:10%
D. Total number of permanent employees : 9
E. The explanation on the relationship between average increase in remuneration andcompany performance:
The net profit for the year under review decreased by 52.36% as compared to previousyear so the company does not increase remuneration.
F. Comparison of remuneration of key managerial personnel against the performance ofthe company.
|Name ||Designation ||CTC (As on 31st March 2015) ||% increase in CTC ||PAT (Rs in lac) ||% Decrease in PAT compared to previous year |
|Amrut T. Shah ||MD ||1200000 ||0 || || |
|Vijay Sagvekar ||CFO ||407000 ||0 ||25.21 ||52.36 |
G. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year andpercentage increase or decrease in the market quotations of the shares of the company:
The variations in the market capitalisation of company can't calculate because thecompany is suspended from the stock exchange so it can't trade on daily basis in themarket.
H. Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration:
Average increase in made in the salaries of employees other than the key managerialpersonnel during the year is 10% as on March 31 2017. The remuneration paid to managingdirector and other key managerial personnel remain unchanged.
There are no other exceptional circumstances to increase in the remuneration of keymanagerial personnel and increase in the remuneration has in accordance with the company'spolicy.
I. Key Parameters for any variable component of remuneration availed by the directors:N.A.
J. The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year: N.A.
K. The company affirms that the remuneration is as per the remuneration policy of theCompany.
Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to any of employees of the company.
24. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
(A) Conservation of Energy:
(i) the steps taken or impact on conservation of energy The Company has not continuedwith any manufacturing or processing activity. Considering the nature of Company'sbusiness there is no reporting to be made on conservation of energy in its operations.
(ii) the steps taken by the Company for utilising alternate sources of energy NIL
(iii) the capital investment on energy conservation equipments NIL
(B) Technology Absorption:
(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution NIL
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- Not applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) the expenditure incurred on Research and Development NIL
(c) Foreign Exchange Earnings And Outgo:
| ||Current Year ||Previous year |
|a) Foreign Exchange Outgo ||Nil ||Nil |
|b) Foreign Exchange Earnings ||Nil ||Nil |
25. Particulars of Loans Guarantees or Investments:
There were no loans guarantees or investments made by the company under section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
26. Deposits from public:
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.
Your Directors state that no disclosures or reporting is required in respect of thefollowing items:
1. Issue of shares including sweat equity shares and ESOS to employees of the Companyunder any scheme including ESOS.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Reporting requirements under Rules 56 and 8(1) of the Companies (Accounts) Rules2014 since the Company did not have any subsidiary during the year.
4. No fraud was reported by Auditors to the Board of Directors of the Company.
5. No significant or material orders were passed by the regulators or Courts orTribunals which impact the going concern status and Company's operation in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
Your Directors place on record their deep sense of appreciation of the dedication ofthe Company's employees at all levels and are confident they will maintain theircommitment to excellence in the coming years.
Your Directors also express their deep appreciation of the support received from theGovernment and other Regulatory authorities.
Your Directors also thank you our valued shareholders the Financial InstitutionBanks Dealers Agents and customers for their continued trust in the Company and itsmanagement.
For and on behalf of the Board
Amrut T. Shah
Chairman & Managing Director
DIN no.: 00259420
Place: Navi Mumbai
Date: September 4 2017