The Directors present the Twenty Sixth Annual Report and audited Financial Statementsof the Company for the year ended March 31 2018.
(Rs. in Lacs)
|PARTICULARS ||Year ended ||Year ended |
| ||March 31 2018 ||March 31 2017 |
|Sales and other income ||0.00 ||0.00 |
|Gross Profit /(Loss) before Depreciation ||(12.40) ||(10.38) |
|Depreciation ||0.00 ||0.00 |
|Profit /(Loss) before Non operative items and Tax ||(12.40) ||(10.38) |
|Extraordinary items ||0.00 ||0.00 |
|Less : Provision for Taxation ||0.00 ||0.00 |
|Prior Period Items ||0.00 ||0.00 |
|Profit /(Loss) after Non operative items and Tax ||(12.40) ||(10.38) |
STATE OF THE COMPANY'S AFFAIRS
The Company is non-operative and loss making Company.
Pursuant to public announcement dated 02nd January 2018 and subsequently open offermade by Mr. Kasiraman Sayee Sundar the shareholding of the erstwhile promoters (i.e. Mr.Prakash Ramchandra Bang Mr. Ruchir Prakash Bang Mr. Anuj Prakash Bang Mrs. VrundaPrakash Bang Mrs. Malti Ramchandra Bang and Mrs. Smita Jhavar) were transferred to Mr.Kasiraman Sayee Sundar the new promoter of the Company.
Accordingly the Board of Directors at their Meeting held on 20th August 2018reconstituted the Board due to the change in the promoters and the shareholding pattern ofthe Company. Mr. Prakash Ramchandra Bang the existing Managing Director of the Companyshall continue to be the Managing Director of the Company upto the conclusion of the AGMto be held on 19th September 2018 and Mr. Kasiraman Sayee Sundar has been proposed to beappointed as Managing Director of the Company in the Board meeting held on 20th August2018 however w.e.f. 19th September 2018 subject the approval of the shareholders in thesaid AGM. The new management is in process to explore various avenues of the business andlooking to develop the new business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):
Since there is no operation MDA for the year ended 31st March 2018 could not befurnished.
B. FUTURE OUTLOOK:
a) Sales & Marketing:
The new management is in process of exploring various avenues of the business andlooking to develop new business.
b) Service Terminals:
Till date the Company has been provided the services from its existing registeredoffice situated at 1133/5 F C Road Shivajinagar Pune 411016.
The new management has proposed to shift the registered office of the Company subjectto the approval from the Central Government and the members of the Company to 41/23Parameshwari Nagar Ist Street Adayar Chennai 600020 Tamil Nadu India.
c) Cost Saving:
The Company continues to focus on reducing the cost.
C. Segment wise Product wise Performance:
Till date the Company is in a single business segment. Therefore there are noreportable businesses or geographical segments.
D. Internal Control Systems and their adequacy:
The Company has adequate Internal Control system to safeguard and detect fraud orirregularities if any. The Internal Control systems are designed to ensure reliability infinancial records and other records for preparing financial information.
E. Risk Management Policy:
The Board of Directors have identified the possible risks associated with its businessand commits itself to put in place a Risk Management Framework to address the risksinvolved on an ongoing basis to ensure achievement of the business objectives without anyinterruptions. The company shall optimize the risks involved by managing their exposureand bringing them in line with the acceptable risk appetite of the company.
F. Material Development in Human Resources:
Due to non-operations there was no material change.
G. Financial & Operational Performance:
As the Company is the non-operative Company therefore the Company has not achieved anyincome. The new management of the Company is in process to explore various avenues of thebusiness and looking to develop the new business. Hence during the year the Company hasnot earned any income from operations. However your directors are confident to achieveexcellent results with the commencement of new activities in the coming years.
Corporate Tax: Since the Company has not generated any taxable income for the periodno provision for taxation has been made in the books of accounts.
AMOUNT TO BE TRANSFERRED TO RESERVE
No amount is proposed to be transferred to any reserve.
In view of the losses of the Company it is not possible for your Directors torecommend any dividend.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF FINANCIAL STATEMENTS
The Board of Directors confirm that there are no material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial year to which the Financial Statements relate and the date of this report.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 and the Rules prescribed there under during the year underreview.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Corporate Social Responsibility are not applicable to the Companytherefore the Company has not developed and implemented any initiatives for CorporateSocial Responsibility.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The transactions with related parties were undertaken in the normal course of businessand were at terms and conditions which were not prejudicial to the interest of theCompany. The particulars of contracts or arrangements with related parties are enclosed asAnnexure I to the Board's report in Form AOC-2. The policy on related party transactionshosted on the official website of the Company: www.indrayani.com
During the financial year the Company is not having any subsidiary company.
Mr. N. M. Ranganathan (DIN: 06377402) Mr. K. S. Vaidyanathan (DIN: 01122393) Ms.Lakshmi Prabha (DIN: 02885912) have been appointed as Additional Directors of the Companyw.e.f. 20th August 2018.
Mr. Prakash Ramchandra Bang the existing Managing Director of the Company shallcontinue to be the Managing Director till the conclusion of the AGM to be held on 19thSeptember 2018 and Mr. Kasiraman Sayee Sundar has been proposed to be appointed asManaging Director of the Company for the period of three years w.e.f. 19th September2018 subject to the approval of the shareholders in the said AGM.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isenclosed as Annexure II to the Board's report.
The Listing Agreement mandates that the Board shall monitor and review the Boardevaluation framework. The Companies Act 2013 states that a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met 05 times in respect of which proper notices were givenand the proceedings were properly recorded in the minutes.
|No. of meetings held and attended ||Name of Directors |
| ||Mr. Prakash Bang ||Mr. Ruchir Bang ||Mr. Umesh Lahoti ||Mr. Sanjay Kaswa ||Mrs. Chanda Bedmutha ||Mr. Kasiraman Sayee Sundar |
|27/05/2017 ||Present ||Present ||Present ||Present ||Present ||NA |
|12/08/2017 ||Present ||Present ||Absent ||Present ||Present ||NA |
|07/12/2017 ||Present ||Present ||Absent ||Absent ||Present ||NA |
|20/01/2018 ||Present ||Present ||Absent ||Absent ||Present ||NA |
|13/02/2018 ||Present ||Present ||Absent ||Absent ||Present ||NA |
|Total ||05 ||05 ||01 ||02 ||05 ||00 |
COMMITTEES OF THE BOARD
During the year under review the Board has four committees: 1. Audit Committee.
2. Stakeholders Relationship Committee.
3. Nomination and Remuneration Committee.
4. Independent Directors Committee
The role and responsibilities and composition of the aforesaid committees are mentionedin the corporate governance report section in this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(i) in the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to 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 a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(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.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has appointed Mr. Sanjay Popatlal Kaswa and Mrs. Chanda Nemichand Bedmuthaas an Independent Directors of the Company for the period of 5 years w.e.f. 30thSeptember 2016. Mrs. Chanda Nemichand Bedmutha has resigned as Independent Director andDirector of the Company w.e.f. 20th August 2018.
The Board of Directors of the Company in the meeting held on 20th August 2018 hasproposed to appoint Mr. N.M. Ranganathan and Mr. K. S. Vaidyanathan as IndependentDirectors of the Company subject to approval of the members in the ensuing Annual GeneralMeeting. The Company has obtained necessary disclosures of the Independent Directors andthey fulfill all the requirements as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.
The Statutory Auditors of the company M/s. SSSS And Co. Chartered Accountants Punehold office for a period of 5 years i.e. until the conclusion the Thirtieth Annual GeneralMeeting of the company to be held in the year 2022 pursuant to the provisions of Section139 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014. Theyhave shown their unwillingness to continue as Statuary Auditors of the Company due to theproposal of shifting of the Registered office of the Company to Chennai considering thelogistical reasons. The Board of Directors recommends to appoint M/s. Venkatesh & Co.Chartered Accountants Chennai as Statutory Auditors of the Company.
The Company has received the consent letter and eligibility certificate from M/s.Venkatesh & Co. Chartered Accountants Chennai that their appointment as StatutoryAuditors if made would be within the limits prescribed under Section 139 of theCompanies Act 2013.
Members are requested to consider and appoint M/s. Venkatesh & Co. CharteredAccountants as Statutory Auditors of the Company for the period of 5 years from the 26thAGM to 30th AGM.
The statutory Auditors M/s. SSSS And Co. Chartered Accountants Pune has not made anyqualification / adverse remarks in their Audit Report. The Company has complied with allthe rules and regulations applicable to the Company.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company is non-operative Company and has not yet started the business activitiesand not earned any Income during the F.Y. 2017-18. Further there are no materialfinancial activities in the Company. Therefore at present the Company has not appointedInternal Auditors.
Ms. Aishwarya.N. Practicing Company Secretaries (Mem. No. ACS 51960) was appointed toconduct the secretarial audit of the Company for the financial year 2017-18 as requiredunder Section 204 of the Companies Act 2013 and Rules there under. The secretarial auditreport for FY 2017-18 forms part of the Annual Report as Annexure III to the Board'sreport.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Particulars regarding conservation of energy technology absorption as required undersection 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts)Rules 2014 are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS & OUTGO:
|PARTICULARS ||For the year ended as on 31st March 2018 ||For the year ended as on 31st March 2017 |
| ||Rs. ||Rs. |
|(A) Total Foreign Exchange earned ||Nil ||Nil |
|(B) Total Foreign Exchange used ||Nil ||Nil |
A separate section on Corporate Governance forming part of the Directors' Report andthe certificate from the Company's Statutory Auditors confirming the Compliance ofconditions on Corporate Governance as stipulated in the Listing Agreement is attached asAnnexure IV to this report.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure Vand is attached to this Report.
WHISTLE BLOWER POLICY (THE POLICY)
Since there are no operations whilstle blower policy has not been formulated.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The shares of your Company are listed on the Bombay Stock Exchange Mumbai and PuneStock Exchange Pune and the Company has complied with the provisions related to listingagreement with these Exchanges.
To widen the participation of shareholders in company decisions the Securities andExchange Board of India has directed top 500 listed companies to provide e-voting facilityto their shareholders from October 2012 onwards in respect of those businesses which aretransacted through postal ballot.
Further as per provision of Section 108 of the Companies Act 2013 and the ListingAgreement also requires a listed Company to provide e-voting facility to its shareholdersin respect of all shareholders' resolutions to be passed at General Meetings. The Companyhas made necessary arrangements for e-voting to its members in ensuing Annual GeneralMeeting.
PARTICULARS OF EMPLOYEES
During the year under report none of employee on the rolls of the Company fall underthe purview of the provisions of Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended therefore no disclosure is required to be made.
Due to the heavy losses suffered by the Company Mr. Prakash Bang in consultation withthe Board had offered his services as Managing Director without any payment of salary orremuneration. .
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
During the year under review Company has not received any complaints or no cases hasbeen filed/pending with the Company.
UNSECURED LOANS FROM DIRECTORS
During the year the Company has accepted the unsecured loans from Directors as below:
|Name ||Designation ||Amount |
|1. Mr. Prakash Ramchandra Bang ||Managing Director ||1250000.00 |
|2. Mr. Kasiraman Sayee Sundar ||Additional Director ||2500000.00 |
The Directors wish to place on record their appreciation for the positive co-operationreceived from its customers suppliers bankers and Government of India and look forwardfor their continuous support in coming years.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Managing Director DIN: 00088837
Date: August 20 2018.