It our pleasure to present the 36th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31stMarch 2017.
1. Financial summary or highlights/Performance of the Company
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Gross Income ||10936667 ||8069000 |
|Finance Charges ||4209 ||1913 |
|Other Expenses ||10782282 ||9670494 |
|Gross Profit ||150176 ||(1603408) |
|Provision for Depreciation ||82260 ||14923 |
|Net Profit Before Tax ||150176 ||(1603408) |
|Provision for Tax ||- ||- |
|Net Profit After Tax ||150176 ||(1603408) |
|Balance of Profit brought forward ||(3538580) ||(1935172) |
|Exceptional Items ||- ||- |
|Balance Carried to Balance Sheet ||(8547160) ||(8461420) |
2. Brief description of the Company's working during the year/State of Company'saffair
The Indian Economy during the year displayed distinct signs of strong long term growth.The Company had carried out trading activity during the year under review as compared toprevious year and is in a position to make a gain of Rs. 150176 as compared to loss ofRs. 1603408 in previous year.
3. Change in the nature of business if any
There has been no change in the nature of the business of your Company during the year2016-17.
In view of current year and past accumulated losses your Directors do not recommendany Dividend for the year under review.
5. General Reserves
Your Company had transferred an amount of Rs. 150176/- to Surplus- Profit & LossAccount this year as the Company has gained during the financial year.
6. Change of Name
There has been no change in the name of your Company during the financial year 2016-17.
7. Share Capital
The paid-up equity capital as on March 31 2017 was Rs. 22400000.
8. Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review as stipulated underClause 49 of the listing agreement with the Stock Exchanges in India is presented asAnnexure - I forming part of the Annual Report.
9. Directors Other KMP'S
Mr. Mohd Shaba Ahammd Mohdshabuddin Khan and Mr. Sudip Subodh Chowdhary were appointedas an Additional Directors of the Company w.e.f. November 9 2016. Pursuant to Section 149of the Companies Act 2013 the Board recommended the appointment of Mr. Mohd Shaba AhammdMohdshabuddin Khan and Mr. Sudip Subodh Chowdhary for a period of 5 Years as anIndependent Directors of the Company not liable to retire by rotation from the date ofits 36th Annual General Meeting subject to approval of the Members of theCompany. The Directors has given the declaration to the Board that they met the criteriaof independence as provided under Section 149(6) of the said Act and also confirmed thatthey will abide by the provisions as mentioned in Schedule IV of the Companies Act 2013.
Following are the Directors and KMP's of your Company:
|Sr. No. ||Name ||Designation |
|1 ||Mrs. Disha Mehta ||Managing Director and CFO |
|2 ||Mr. Mahendar Khirodwala ||Director |
|3 ||Mr. Bhavesh Ramesh Vora ||Director |
|4 ||*Mr. Kailash Bishan Puri ||Director |
|5 ||**Mrs. Rajni Dokania ||Company Secretary |
|6 ||#Mr. Mohd Shaba Ahammd Mohdshabuddin Khan ||Director |
|7 ||#Mr. Sudip Subodh Chowdhary ||Director |
|8 ||##Mr. Ratan Sharma Kumar ||Company Secretary |
|9 ||***Mrs. DebopriyaBal ||Company Secretary |
* Mr. Kailash Bishan Puri has been resigned as Independent Director in the Company on 9thNovember2016.
**Mrs. Rajni Dokania has been resigned as Company Secretary in the Company on 09thJune 2016.
***Mrs. DebopriyaBal has been appointed on 01st July 2016 and resigned on01st September 2016.
#Mr. Mohd Shaba Ahammd Mohdshabuddin Khan and Mr. Sudip Subodh Chowdhary has beenappointed as an Independent Director in the Company on 9th November 2016.
##Mr. Ratan Sharma Kumar has been appointed as Company Secretary in the Company on16thJanuary 2017.
10. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in this regardand the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014:
a) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 10200000/- per annum or more. Therefore Rule 5(2)(i) ofthe captioned Rules is not applicable.
b) None of the employees was employed throughout the financial year who was in receiptof remuneration exceeding Rs. 850000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.
c) No employee is a relative of any Director or Key Managerial personnel of theCompany.
Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.
During the year 7 (Seven) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
12. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Regulations& Disclosure Requirements) Regulation 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
13. Declaration by an Independent Director(s)
A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in subsection (6) of Section 149 of the Companies Act 2013 shall be enclosedas Annexure 2.
14. Details of Subsidiary/Joint Ventures/Associate Companies (if any)
The Company does not have any subsidiary/ Joint Venture/Associate Companies.
M/s Shah Parmar & Mehta have been merged with M/s. Motilal & AssociatesChartered Accountants retiring auditors being eligible to continue as StatutoryAuditors are hereby re-appointed as the Statutory Auditor of the Company to hold officefrom the conclusion of this Annual General Meeting ('AGM') until the conclusion of thenext AGM of the Company at a remuneration as may be determined by the Board of Directorsof the Company and reimbursement of all out-of-pocket expenses in connection with theaudit of the accounts of the Company for the Financial Year 2017
16. Auditors' Report
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.
17. Secretarial Audit
In terms of Section 204 of the Act and Rules made there under Mr. Sumit KhannaPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as
Annexure-3 to this report. Certain observations made in the report with regard tonon-filing of some forms were mainly due to ambiguity and uncertainty of the applicabilityof the same for the relevant period. However the Company would ensure in future that allthe provisions are compiled to the fullest extent.
18. Vigil Mechanism
The Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to dealwith instance of fraud and mismanagementifany.
The Company has a Fraud Risk and Management (FRM) Policy to deal with instances offraud and mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained while dealing with concerns and also that no discrimination will be made out toany person for raised concern.
A high-level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
19. Risk management policy
Pursuant to section 134(3)(n) of the Companies Act 2013 &Regulation 21 of the SEBI(Listing Obligations and Disclosure Requirements)2015; the Company is not entitled toconstitute a risk management committee.
20. Extract of the 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 FormMGT 9 as part of this Annual Report as "Annexure 4".
21. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report
No such material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the Company sale or purchase of capital assets ordestruction of any assets etc.
22. 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 significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
23. Details in respect of adequacy of internal financial controls with reference tothe Financial Statements
The Company has developed adequate Internal Control Systems (ICS) in place to ensure asmooth functioning of its business. The Control System provides a reasonable assurance ofrecording the transactions of its operations in all material aspects and of providingprotection against misuse or loss of Company's assets. The ICS and their adequacy arefrequently reviewed and improved and are documented.
During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 to 76 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
25. Particulars of loans guarantees or investments under section 186
Your Company has made appropriate disclosure in the audited financial statement.
26. Particulars of contracts or arrangements with related parties
There are no contracts or arrangement entered into with related parties
A. Related Party Transactions - Disclosures pursuant to AS 18:
All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party (ies) are in the ordinary course of business and on arms' length basis.Hence Section 188(1) is not applicable and consequently forms AOC-2 have notbeenfurnished.
27. Corporate Governance Certificate
The Company has complied with the corporate governance requirements as stipulated underSEBI (Listing Obligation and Disclosure Requirement) 2015. A separate section oncorporate governance under the listing agreement along with a certificate from theauditor confirming the compliance is annexed and forms part of this Annual report.
28. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.
29. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to this Company.
30. Foreign Exchange Earnings or Outgo
During the period under review there was no foreign exchange earnings or out flow.
31. Corporate Social Responsibility (CSR)
In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to the Company.
32. Directors' Responsibility Statement
Pursuant to Section217 (2AA) of the Companies (Amendment) Act 2000 the Directorsconfirm that:
1. In the preparation of the annual accounts for the year ended 31st March 2017 allthe applicable accounting standards prescribed by the Institute of Chartered Accountantsof India have been followed;
2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.
3. 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.
4. The Directors had prepared the annual accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
33. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
34. Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toThe Calcutta Stock Exchange Limited and Bombay Stock Exchange where the Company's Sharesare listed.
35. Prevention of Insider Trading
Your Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers for their continuous co-operation and assistance.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|Disha Mehta ||Bhavesh Vora |
|Managing Director ||Director |
|DIN No. 02982773 ||DIN No.02365683 |
|Place: Kolkata || |
|Date: 16.05.2017 || |