TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 37th Annual Report along withthe Audited Balance Sheet and Profit And Loss Account for the year ended 31stMarch 2017.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
| || |
(Amount in Rs.)
|Total Income ||200000 ||697973 |
|Total Expenditure ||766629 ||802978 |
|Profit/(Loss) before Taxation ||-566629 ||-105005 |
|Profit/(Loss) after Taxation ||-566629 ||-105005 |
|Profit/(Loss) Brought Forward ||-181923087 ||-182489719 |
|Balance carried to Balance Sheet ||-182489716 ||-182594721 |
2. REVIEW OF OPERATIONS
The Company has incurred a Loss of Rs.105005 /- during the year as compared to theLoss of previous year of Rs. 566629/-.
3. OPERATIONS AND FUTURE PLANS:
The Company during the year under review could not conduct any major business activitydue to the financial constraints and un-favourable market conditions. The Company is inthe process of identifying the project which would benefit the company and shareholders atlarge. However company undertook some small activities related to consultancy in thefield of E-Commerce during the year.
4. CHANGES IN THE NATURE OF BUSINESS. IF ANY:
There have been no material changes in the nature of business during the period underreview.
In view of the Accumulated Loss as stated above the Board of Directors regrets itsinability to recommended payment of any dividend for the year under review.
The company has not accepted any deposits from the Public and no amount of principal orinterest on fixed deposit was outstanding as on the Balance sheet date.
In terms of the provisions of the Companies Act 2013 ('the Act') Mrs. Nitaben Pateldirector of the company retires by rotation and being eligible offers herself forre-appointment at the ensuing Annual General Meeting.
8. KEY MANAGERIAL PERSONNEL:
There was no change in the key managerial personnel during the year.
9. REMUNERATION TO DIRECTORS:
During the year under review the Company has not paid any remuneration or sitting feesto any of the Directors of the Company.
10. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report
11. DECLARATION BY INDEPENDENT DIRECTORS:
Both the Independent Directors have given declarations that they meet with the criteriaof independence as prescribed under sub section (6) of section 149 of the Act andregulation 16(l)(b) of the SEBI (LODR) Regulations 2015.
12. MEETINGS OF BOARD AND COMMITTEES:
During the year 6 Board meetings were held. The dates on which the Board Meetings wereheld are as follows: 30.05.2016 13.08.2016 23.08.2016 14.11.2016 and 14.02.2017. Apartfrom the above there was a meeting of the independent directors on 14.02.2017.
13. PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS:
Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees.
14. DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
a) That in the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures madefrom the same
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period
c) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the Annual accounts on a going concern basis.
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
At the Annual General Meeting (AGM) held on 30th September 2014 M/ s K. K.Khadaria & Co. Chartered Accountants Mumbai were appointed as statutory auditors ofthe Company to hold office till the conclusion of the AGM to be held in the year 2019. Interms of the provision of Section 139(1) of the Act the appointment shall be placed forratification at every AGM. Accordingly the appointment of M/s K. K. Khadaria & Co.Chartered Accountants as statutory auditors of the Company is placed for ratification bythe shareholders. In this regards the Company has received a certificate from theauditors confirming to the effect that if they are re-appointed it would be in accordancewith provisions of Section 141 of the Act.
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s Bhuwnesh Bansal & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A. In thereport it has been noted that the company has failed to appoint a Managing Director/Wholetime Director A Company Secretary and a Chief Financial Officer. In this regard theBoard is trying its best to fill the vacancies within the constraints placed by lack offunds.
16. AUDITORS' REPORT:
Since notes to account are self explanatory no further explanation is given by theBoard as such except the fact that the Board has prepared the accounts on the basis of'going concern' concept despite the company's net worth being negative. This has been donein view of the plans of the Board which envisage the revival of business in the company.
17. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.
18. PARTICULARS OF EMPLOYEES:
There were no employees in the company during the whole or part of the year. Furtherthere were no employees to whom the gratuity or any other retirement benefits were payableby the Company.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There are no materially significant related party transactions made by the Company withthe promoters Directors or Key managerial personnel which may have a potential conflictof interest with the interest of the Company at large.
The Company has no subsidiaries during the year under review.
21. PUBLIC RELATIONS:
The company was not engaged in any industrial activity during the year. Your Directorsrecognize and appreciate the sincere work dedicated efforts and contribution of all thedirectors and stakeholders during the year. There were no employees in the company duringthe year.
22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
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).
23. TRANSFER TO RESERVES:
During the year under review no amount has been transferred to the reserves pursuant tothe provisions of section 134(3)(j) of the Act in view of the losses incurred by thecompany.
24. ISSUE OF SHARES:
The Company during the year under review has not issued any Sweat equity shares orshares with differential rights or under Employee stock option scheme nor did it buy backany of its shares. However during the year under the Company has forfeited 171700Equity Shares of Rs. 10/- each on which the calls are in arrears.
Further the Company had filed an application to the Hon'ble High Court of Bombay forReduction of Equity Share Capital by writing off Rs.8/- per Equity Share against theaccumulated losses of the company. The matter thereafter was transferred to the NationalCompany Law Tribunal (NCLT) which has passed an order on 22nd June 2017confirming the reduction of paid up Equity Share Capital of the Company from Rs. 10/- paidup to Rs. 2/- paid up per Equity Share. However the Company has not received the certifiedcopy of the order from the NCLT and hence the same has not been made effective by filingit with the Registrar of Companies Maharashtra Mumbai.
25. CORPORATE GOVERNANCE:
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations 2015 the compliance with theCorporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to(i) of sub regulation (2) of Regulation 46 and para CD and E of schedule V are notapplicable to the Company. However the Company has been observing best corporategovernance practices and is committed to adhere to the Corporate Governance requirementson ongoing basis.
26. EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of section 134 (3) (a) of the Act the extract of theAnnual Return in form MGT - 9 is annexed herewith as Annexure - B.
27. CASH FLOW STATEMENT:
In conformity with the Accounting Standard - 3 issued by the Institute of CharteredAccountants of India and the provisions of Clause 32 of the Listing Agreement with the BSELimited the Cash Flow Statement for the year ended March 31 2016 is annexed to theaccounts.
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of section 135(o) 135(2) of the Act read with Rule 8 of Companies (CSR)Rules are not applicable to the Company as it is not falling under the criteria mentionedin the Act.
29. MANAGERIAL REMUNERATION
No managerial personnel are drawing any remuneration.
30. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company does not have a manufacturing unit provisions of Section 134(3)(m)of the Act read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules 2014 asamended from time to time regarding conservation of energy and technology absorption isnot applicable.
31. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there were no other Foreign Exchange transactions.
32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the Chairmanof the Audit Committee of the Board is the authority to whom reporting is made in thisregard.
33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is not required to establish Vigil Mechanism as per the provisions ofsection 177(9) of the Act as the Company has not accepted any deposits nor it has borrowedmoney from banks & Financial Institutions.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS. IF ANY:
There were no significant material orders passed by the Regulators Courts or tribunalsduring the year ended 31st March 2017 impacting the going concern status ofyour Company and its future operations.
35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
Your Directors state that during the year under review there were no cases filed orreported pursuant to the sexual harassment of women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
37. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 tothe BSE where the Company's Shares are listed and traded.
Your Company and its Directors wish to sincerely thanks all the customers and serviceproviders for their continuing support and co-operation.
Your Directors also sincerely thank the shareholders for the confidence reposed by themin the company and for the continued support and co-operation extended by them.
| ||By Order Of the Board |
| ||Kirankumar Patel |
| ||Chairman |
|Date: 30th August 2017 || |
|Place: Mumbai || |