Your Directors have pleasure in presenting the 31st Annual Report of theCompany together with the Corporate Governance Report and AuditedFinancial Statements for the Financial Year (F.Y.) ended March 31 2018.
Your Company's performance during the F.Y. ended March 31 2018 as compared to theprevious F.Y. is summarised below: (In Rupees)
|Particulars ||2017-18 ||2016-17 |
|Total Income ||1949700 ||2244000 |
|Total Expenditure ||1038775 ||1234535 |
|Profit/ (loss) before tax ||910925 ||1009465 |
|Tax Expenses || || |
|a) Current Tax ||300000 ||311925 |
|b) Deferred Tax (Asset) ||- ||- |
|Profit/ (loss) after tax ||610925 ||697540 |
|Net worth ||149220306 ||148609381 |
STATE OF COMPANY'S AFFAIRS AND PERFORMANCE REVIEW
Your Company has not earned revenue during the year and the Company has made Profit ofRs. 610925 during the year as against profit of Rs. 697540 in the previous year. TheDirectors are hopeful for a better performance in the coming years.
To conserve the resources your Directors do not recommend payment of any dividend forthe F.Y. ended March 31 2018.
During the F.Y. your Company has not issued any Debentures.
The paid-up equity share capital of the Company as at March 31 2018 was Rs.85140980. During the year under review 32500 equity shares were calls in arrears andshares were not received from the shareholders. The company has not issued shares withdifferential voting rights nor granted stock options or sweat equity.
The equity shares of your Company continue to be listed on BSE Limited.
The Board of Directors (the Board) have not recommended transfer of anyamount of profit to reserves during the year under review. Hence the entire amount ofprofit for the F.Y. has been carried forward to the surplus in the Statement of Profit andLoss.
Your Company did not hold any public deposits at the beginning of the year nor it hasaccepted any deposits from the public during the F.Y. within the meaning of Section 73 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company as prescribed under Section 92(3) ofthe Act and Companies (Management and Administration) Rules 2014 framed thereunder isannexed as Annexure A'.
On November 18 2017 Mr. Ajit Velshibhai Vasani Ms. Jagruti Ajit Vasani and Ms.Meghal Ajit Vasani had resigned from the position of Directorship of the Company due totheir personal commitments. The Board of Directors places on record appreciation for theservices rendered by them as the Directors of the Company.
Pursuant to the applicable provisions of the Act and on the basis of recommendation ofNomination and Remuneration Committee of the Board of Directors at its Meeting held onOctober 10 2017 have appointed Mr. Dinesh Jayntalal Doshi and Mrs. Deviben Dinesh Doshias an Additional Director of the Company and they hold office up to the conclusion of theensuing AGM.
Your Company has received notices in writing pursuant to Section 160 of the Act fromthe Members along with deposit of Rs. 100000/- each signifying their intention topropose the candidature of Mr. Dinesh Jayntalal Doshi and Mrs. Deviben Dinesh Doshi asExecutive Director and whole time Director of the Company at the ensuing AGM of theCompany and their appointment is hereby proposed for the approval of the Members.
The above appointment forms part of the Notice of the ensuing 31st AGM andthe respective Resolutions are recommended for your approval.
Your Company received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed by Section 149(6) ofthe Act.
Your Company has conducted the familiarization programme for all its Directors coveringthe matters as specified under Regulation 25(7) of the Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Act:
a) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312018 and of the profit of the Company for the year ended on that date; c) the Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts on a going concern basis; e) the Directors have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively and f) the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Your Company has its Corporate Governance philosophy on transparency accountabilityvalues and ethics which forms an integral part of the Management's ongoing activitytowards achieving excellence growth and value creation. Your Company is committed tohighest standards of Corporate Governance and disclosure practices to ensure that itsaffairs are managed in the best interest of all stakeholders.
NUMBER OF MEETINGS OF THE BOARD
The Board met on various occasions to discuss and decide various affairs operations ofthe Company and to supervise and control the activities of the Company. The schedule ofthe Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated tothe Directors in advance to enable them to plan their schedule for their effectiveparticipation in the Meetings.
During the F.Y. the Board met Six (6) times viz. on May 30 2017 August 14 2017October 10 2017 November 15 2017 February 15 2018 and March 19 2018.
Detailed information on the Meetings of the Board is included in the report onCorporate Governance which forms part of this Annual Report.
The Audit Committee comprises of the following Directors:
|Mr. Shital Arvind Shah ||Chairperson |
|Mr. Paresh Vinodray Savani ||Member |
|Mr. Dinesh Jayntalal Doshi ||Member |
*Note: Mr. Dinesh Jayntalal Doshi was appointed as a member in audit committee w.e.f.October 10 2017.
All the recommendations made by the Audit Committee were accepted by the Board.
On May 30 2018 M/s. Nirav Doshi & Co. Chartered Accountants has resigned asStatutory Auditor of the Company due to its prior commitments. The Board of Directorsplaces on record appreciation for the services rendered by M/s. Nirav Doshi & Co. asthe Statutory Auditors of the Company. Subject to the approval of the Members the Boardof Directors of the Company has recommended the appointment of M/s. PSV Jain &Associates Chartered Accountants (Firm Registration Number 131505W) as the StatutoryAuditors of the Company pursuant to Section 139 of the Act
The Company has received a written consent and certificate from M/s. PSV Jain &Associates Chartered Accountants confirming that they satisfy the criteria providedunder Section 141 of the Act and that the appointment if made shall be in accordancewith the applicable provisions of the Act and rules framed thereunder.
EXPLANATION ON AUDITORS' REPORT
There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated May 30 2018 on the Financial Statements of theCompany for F.Y. 2017-18.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. AvaniHasmukh Chheda & Associates Practicing Company Secretary (C.P. No. 17773) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as
As required under section 204 (1) of the Companies Act 2013 the Company has obtaineda secretarial audit report.
There are no major observations made by the Auditor in the Report except other non-compliances mentioned therein and forming part of the report:
However the company would ensure in future that all the provisions are compiled to thefullest extent.
INTERNAL FINANCIAL CONTROL
Your Company has in place adequate internal financial controls with reference tofinancial statements and to ensure that all assets are safeguarded and protected againstloss from unauthorized use or disposition. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to Section 186 of the Act particulars of the loans given investments madeguarantees given and securities provided alongwith the purpose for which the loan orguarantee or security is proposed to be utilised by such recipient are provided underrespective notes in Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the F.Y. were on arm's lengthbasis and in the ordinary course of business and that the provisions of Section 188 of theAct are not attracted and hence the disclosure in form AOC-2 is not required.
During F.Y. there are no material related party transactions with Promoters Directorsor Key Managerial Personnel (KMP). The Company has in place a policy onMateriality of and Dealing with Related Party Transactions for the purpose ofidentification and monitoring of such transactions. Suitable disclosures as required underAS-18 have been made in the Notes to the financial statements.
Pursuant to Regulation 23 of the Listing Regulations the Company has in place a Policyon dealing with Related Party Transactions.
Pursuant to Regulation 21 of Listing Regulations your Company has in place a RiskManagement Committee which identifies evaluates manages and monitors the risks that canimpact the Company's ability to achieve its strategic and financial objectives andmonitors risk tolerance limits reviews and analyzes risk exposure related to specificissues and provides oversight of risk across the organization.
The Board has in place a Risk Management Policy to identify and assess the key riskarea monitor and report compliance and effectiveness of the policy and procedure.
Your Company has a Vigil Mechanism for their Directors and employees to report theirgenuine concerns or grievances and in order to report such concerns or grievances theCompany has form Whistle Blower Policy in place.
Your Company assures c ognizance of c omplaints made and s uggestions given by theemployees. Even anonymous complaints will be looked into and whenever necessary suitablecorrective steps will be taken.
The Whistle Blower Policy provides for adequate safeguards against victimization ofpersons who use such mechanism and also provides direct access to the Chairperson of theAudit Committee.
NOMINATION AND REMUNERATION POLICY
The Board has in place a policy which lays down criteria for selection and appointmentof Board Members. The policy also lays down a framework in relation to remuneration ofDirectors KMP and Senior Management of the Company. The Policy also includes the criteriafor determining qualifications positive attributes and independence of Directors.
The detailed policy is annexed to the Report on Corporate Governance which forms partof this Annual Report.
EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its performance of the Directors individually as well as theevaluation of the working of its Committees. The manner in which the evaluation wascarried out was explained in the Report on Corporate Governance which forms part of thisAnnual Report.
INVESTORS' RELATION AND GRIEVANCES
Investors' relations have been cordial during the year. As a part of compliance theCompany has in place Stakeholders Relationship Committee to deal with the issues relatingto investors. There were no investors' grievances pending as on March 31 2018. Aconfirmation to this effect has been received from the Company's Registrar and ShareTransfer Agent.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company draws remuneration more than the limits prescribedunder the Companies Act 2013.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGICAL ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Act read with the Companies(Accounts) Rules 2014 for the year ended March 31 2016 is as under:
CONSERVATION OF ENERGY
a. Though the Company's operations do not involve substantial energy consumption theCompany has taken adequate steps to improve energy utilization wherever possible. b.Additional investments and proposals for reduction of consumption of energy - Noadditional investments made during the year. c. Impact of the above measures: Nil d. Totalenergy consumption and energy consumption per unit of production: FORM A notapplicable.
Your Company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.
FOREIGN EXCHANGE EARNINGS AND OUTGO
| || ||(In Rupees) |
|Year ||2017-18 ||2016-17 |
|Foreign exchange earnings ||- ||- |
|Foreign exchange outgo ||- ||- |
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and future operations of the Company.
INFORMATION OF MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of theCompany which have occurred after March 31 2018 and prior to August 14 2018 being thedate of this report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives estimates expectations or predictions may beforward-looking statements within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its price pricing in the Company's principle markets changesin Government regulations Tax regimes and economic developments within India.
Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees of the Company and its Associates at all levels andwish to convey their appreciation to the Banks Financial Institutions GovernmentAuthorities Customers and other Stakeholders for the excellent assistance andco-operation received and wish to place on record their gratitude to the Members for theirtrust support and confidence reposed in the Company.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai || || |
|Date: August 14 2018 || || |
| ||Dinesh Jayntalal Doshi ||Deviben Dinesh Doshi |
| ||Executive and Whole Time ||Executive and Whole Time Director |
| ||Director ||DIN: 07789368 |
| ||DIN: 07789377 || |