Your Directors have pleasure in presenting the Thirtieth Annual Report and the AuditedAccounts for the year ended 31st March 2020.
| || || ||Rupees in Lacs |
| ||2019-2020 ||2018-2019 ||2017-2018 |
|Total Income ||16.68 ||31.42 ||35.92 |
|Expenditure ||(64.67) ||(20.74) ||(21.15) |
| ||(47.99) ||10.68 ||14.77 |
|Non - Cash Charges ||- ||- ||- |
|Profit/(Loss) Before Tax ||(47.99) ||10.68 ||14.77 |
|Tax Expense ||(5.28) ||- ||- |
|Profit/(Loss) After Tax ||(53.27) ||10.68 ||14.77 |
No amount has been transferred to 'Reserves'; and no material change or commitment hasoccurred after the close of the Financial Year 2020-21 till the date of this Report whichaffects the financial position of the Company.
The Company is categorized as B group NBFC "Non-Public Deposit AcceptingCompany" by the Reserve Bank of India. During the year under report the Company didnot transact any hire purchase and/or leasing business. The Company continued to engage inits wealth/assets management business; and investments in shares & stocks mutualfunds fixed deposits etc. and consultancy & advisory services. The Company ishowever constantly looking for suitable business opportunities to engage in and enhanceits revenues.
The overall running of the Company's affairs/operations has remained satisfactory.
The Company has not accepted any fixed deposits during the period under report; and thefixed deposits as at the end of the year 31.03.2020 stood at Rupees Nil.
The observations of the Auditors are self - explanatory; and therefore do not call forany further comment/s. Auditors have neither made any adverse remarks nor have reportedany fraud under Section 143(12) of the Companies Act 2013.
Due to the past losses and with a view to conserve resources the Board of Directors donot recommend declaration of any dividend for the year ended 31st March 2020.
Mr. Tarun Vohra who retires by rotation at the ensuing Thirtieth Annual General Meetingand being eligible offers himself for re-appointment. The Directors recommend hisre-appointment which would enable the Company to obtain his continued valuable guidancein the conduct of the Company's affairs.
In accordance with the Companies Act 2013 the statutory auditors of the Company M/s.GSA & Associates LLP Chartered Accountants New Delhi were appointed as statutoryauditors of the Company for a period of five years at the Twenty Nineth Annual GeneralMeeting and their re-appointment to be ratified every year at such remuneration plusservice tax out of pocket expenses etc as may be mutually agreed upon between the Boardof Directors of the Company and the Auditors
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The Company is not a manufacturing Company. Therefore conservation of Energy &Technology Absorption is not Applicable. The Company has neither earned nor spent onforeign exchange.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act and the Listing Agreement.
An Audit Committee had been constituted consisting of the following Directors of theCompany:
1. Shri Neeraj Kumar Goel - Chairman
2. Smt. Saroj Bhandari
3. Shri T.S Sridharan
SECRETARIAL AUDIT REPORT
Secretarial Audit Report for the financial year ended 31st March 2020pursuant to Section 204(1) of the Companies Act 2013 and the rules framed thereunder andobtained from the Practicing Company Secretary is annexed with this report. It does notcall for any comments.
PAYMENT OF LISTING FEE
The annual listing fee for the year under review has been paid to BSE Limited Mumbaifor the Financial year 2020-21.
DEMAT OF COMPANY'S EQUITY SHARES
In compliance with the SEBI's Requirements and Guidelines the Company has continuedwith Registrar and Transfer Agents M/s Alankit Assignements Limited 2 E/21 JhandewalanExtension New Delhi-110055 as Registrar and Share Transfer Agent. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) have beenappointed for the purpose of demat of the equity shares of the Company and connectivitywith them has been established.
During the year under report there has been no change in the Authorised Subscribedand Paid-up Share Capital of the Company.
There were five (5) meetings of the Board of Directors held during the year.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form No. MGT-9 is attached as Annexure 'A . INTERNALFINANCIAL CONTROLS
The Company has adequate internal financial controls consistent with the nature ofbusiness and size of operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statutes accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on regular basis by themanagement as well as by the internal auditors appointed by the Company.
The compliance of 15(2) of SEBI LODR Regulation 2015 of the Listing Agreement is notmandatory/ applicable; and therefore the information required there under has not beenincorporated in the Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions in regard to Corporate Social Responsibility (CSR) are not applicable to theCompany.
VIGIL MECHANISM FOR DIRECTORS/EMPLOYEES
This clause is not applicable to the Company.
POLICY AND REMUNERATION COMMITTEE - MANAGERIAL REMUNERATION
Mr. Tarun Vohra Director of the Company is paid remuneration of Rs. 100000; under theapplicable provisions of the Companies Act 2013
ANNUAL EVALUATION - BOARD AND ITS COMMITTEE/S
The performance of the Board and of each committee has been evaluated by its membersand found to be satisfactory.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of theCompanies Act 2013. None
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Form No. AOC-2 is attached as Annexure 'B
The Company has appropriate risk management policy commensurate with the size of theCompany.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirements of the sexual harassment at workplace (Prevention Prohibition& Redressal) Act 2013 (POSH Act) and rules made thereunder the company hasconstituted Internal Committees (IC). While maintaining the highest governance norms theCompany has appointed external independent persons who worked and have the requisiteexperience in handling such matters as Chairpersons of each of the Committees. During theyear no complaints with allegations of sexual harassment were received by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the Directors' Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 the Directors confirm 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) Being a listed company the directors had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively
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.
Your Directors wish to convey their grateful thanks and appreciation of the supportassistance and co-operation extended to the Company by the employees the members and/orthe associates.