The Directors of the Company are pleased to present the Twenty Eighth Annual Report ofyour Company together with Audited financial statements for the financial year ended on31st March 2017.
Financial Results and performance of the Company
The summarized working results for the financial year ended on 31st March2017 as compared with the previous year are as under: -
| || ||(Rs. in Lakh) |
|Particulars ||Current year ||Previous Year |
| ||2016-2017 ||2015-2016 |
|Net Sales & Other Income ||95.13 ||154.54 |
|Profit/(Loss) before depreciation and Tax ||26.38 ||35.32 |
|Less : Depreciation ||0.45 ||0.46 |
|Profit/(Loss) before Tax ||25.93 ||34.86 |
|Less: || || |
|a) Current Income Tax ||8.50 ||6.46 |
|b) Short and Excess provision for Income Tax ||- ||3.15 |
|Profit/(Loss) after Tax ||17.42 ||25.24 |
State of Company's Affairs
The Company's plans for new activities are progressing gradually and management ishopeful that it will gain momentum in the current financial year. The management isstriving to add new activities including trading and the Directors hope for someprogress in these fields in the second half of the current year.
The Directors do not recommend any dividend keeping in mind expansion plans of theCompany.
Change in nature of business
There has been no change in the nature of business of the Company during the financialyear under review since the Company is still trying to finalise and add new activities.
The paid up Equity Share Capital as on 31st March 2017 was Rs. 49500000.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.
In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Atul Kumar Mishra (DIN- 00297681) Director ofthe Company retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offer himself for re-appointment. Your Directors recommend hisre-appointment as Director on the Board at the ensuing Annual General Meeting. A briefprofile and other details relating to the Director who is to be appointed/re-appointed asstipulated under Regulation 36 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard issuedby ICSI is furnished as part of notice of AGM and explanatory statement.
None of the Directors are disqualified under Section 164(2) of the Companies Act 2013.
Key Managerial Personnel
The Company has appointed Ms. Richa Khandelwal as Company Secretary and ComplianceOfficer of the Company w.e.f. 3rd April 2017 in terms of the provisions ofsection 203 of the Companies Act 2013 read with the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
In terms of the provisions of section 203 of the Companies Act 2013 Mr. Mohan DharDiwan (DIN-01888051) Mr. Kanhaiya Kumar Jha (PAN ANNPJ5899E) and Ms. Richa Khandelwal(PAN CVBPK3162R) are the Key Managerial Personnel of the Company as on the date of thisreport.
Change in Directors and Key Managerial Personnel
Ms. Akanksha Mishra resigned from the directorship of the Company w.e.f. 17thApril 2017 and Ms. Shabina Fatima was appointed as non-executive independent director(Woman Director) of the Company w.e.f. 14th July 2017.
Apart from above Ms. Ekta Ashwani resigned as Company Secretary and Compliance Officerof the Company w.e.f. 6th October 2016 and Ms. Richa Khandelwal was appointedas Company Secretary and Compliance Officer of the Company w.e.f. 3rd April2017. In addition Mr. Satya Prakash Singh resigned as CEO of the Company w.e.f. 12thNovember 2016.
At the 27th (Twenty Seventh) Annual General Meeting held in the year 2016M/s Andros & Co. Chartered Accountants were appointed by the shareholders to holdoffice as statutory auditor from the conclusion of 27th (Twenty Seventh) AnnualGeneral Meeting till the conclusion of 32nd (Thirty Second) Annual GeneralMeeting of the Company subject to ratification of their appointment at every subsequentAnnual General Meeting.
The Company has received a letter from M/s Andros & Co. Chartered AccountantsStatutory Auditors of the Company confirming that they are eligible for appointment asStatutory Auditors of the Company under Section 139 of the Act. Therefore the Board ofDirectors of your Company recommends ratification of their appointment at the ensuingAnnual General Meeting.
The Board of Directors of the Company has appointed Ms. Nisha Vashisht PracticingCompany Secretary as the Secretarial Auditor of the Company for the Financial Year2016-17. The Secretarial Audit Report for the financial year ended March 31 2017 isannexed herewith marked as Annexure-A' to this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
Subsidiaries Associates and Joint Venture Company
The Company does not have any Subsidiary Associate or Joint Venture Company.
Your Company has followed good corporate governance practices since inception and inaccordance with the code of Corporate Governance. The compliance with the corporategovernance provisions as specified in regulations 17 18 19 20 21 22 23 24 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V is not applicable on the Company and therefore disclosures as required underpara C D and E of Schedule V is not given for the financial year 2016-2017. A certificateof Statutory Auditor regarding non-applicability of regulations 17 18 19 20 21 2223 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V is hereby enclosed and forms part of this report.