TO THE MEMBERS
Your Directors are pleased to place before you the Thirty-Sixth Annual Report and theAudited Accounts of the Company for the year ended 31st March 2020.
1. OPERATIONS & FINANCIAL RESULTS
| Year ended | Year ended |
| 31-03-2020 | 31-03-2019 |
| Rupees | Rupees |
| Profit/(Loss) before Depreciation | (1098176) | (527035) |
| Less : Depreciation provided for the year | | |
| Profit/(Loss) before Tax | (1098176) | (527035) |
| Less : Provision for Tax | | |
| Profit/(Loss) after Tax | (1098176) | (527035) |
| Add : Balance brought forward from the previous year | (26934562) ' | (26407527) |
| Amount carried to balance sheet | (28032738) | (26934562) |
2. DIVIDEND
In view of the accumulated losses your Directors regret their inability to recommendany dividend for the year.
3. TRANSFER TO RESERVES
In view of the accumulated losses the Company has not transferred any amount togeneral reserve.
4. OPERATIONS & PROSPECTS
There is no business activity carried out by the company. The management does notforesee any prospect of carrying out any business in the near future till the financialposition of the company improves.
5. FIXED DEPOSITS
The company does not hold any Fixed Deposits from the Public as on 31stMarch 2020.
6. DIRECTORS
In accordance with the provisions of the Act and the Articles of Association of thecompany Mr. Jiten S. Patel Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
7. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance and the directorsindividually.
8. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declarations from the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both undersection 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulation"). In the opinion of the Board they fulfil theconditions of independence as specified in the Act and the rules made there under and areindependent of the management.
9. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgements 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 ended 31 st March 2020 and of the loss of the company for that period;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the 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) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. AUDITORS
Messrs. Tolia & Associates Chartered Accountants (Firm Registration No. 111017W)Auditors of your company retire at the conclusion of the ensuing Annual General Meetingand being eligible offer themselves for re-appointment.
11. AUDITORS'REPORT
The Auditors in their Report to the members having given a qualified opinion and theresponse of your Directors with respect to it is as follow: -
The Company being in the business of Leasing & Hire Purchase incurred heavy lossesduring 1995 to 1997 as the borrowers defaulted in their payments to the Company. Furtherthe entire financial services industry faced similar crises during the said period. TheCompany unfortunately could not revive thereafter due to non-funding by the banks andpaucity of its own funds.
The interest of Rs. 703467640/- has been computed from 1997 at an exorbitant rate ofinterest of 18% p.a. compounded quarterly as per the recovery certificate. The principalamount of the loan being only about Rs. 70 lakhs
12. SECRETARIAL AUDITORS'REPORT
The Board has appointed K. C. Neviatia & Associates Practicing Company Secretaryto conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Reportfor the financial year ended 31st March 2020 is annexed as Annexure I to this report.
Various non-compliances have been pointed out in the Secretarial Audit Report and theclarification of the Board is as under:-
Most of the non-compliances as referred in the said report are on account ofnon-business activities by the company. Promoters are being persuaded to get their sharesdemated.
13. PARTICULARS OF EMPLOYEES
As the Company has only one employee and no material liability for employee benefits isexpected liability for the same is not ascertained.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Information in accordance with Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is not given as it is not applicable to the company.
15. MEETINGS OF THE BOARD
The Board of Directors duly meet five (5) times on (1) 16th May 2019 (2)13th August 2019 (3) 9th October 2019 (4) 13th February2020 and (5) 28th February 2020 in respect of which meeting proper noticeswere given and the proceedings were properly recorded and signed in the Minutes Bookmaintained for the purpose.
16. DIRECTOR'S APPOINTMENT AND REMUNERATION
Pursuant to provisions of Sections 197 198 and 203 read with Schedule V and otherapplicable provisions if any of the Companies Act 2013 the Board has re-appointed Mr.Hemant D. Shah as a Managing Director of the company for the period of five years subjectto approval of the members in the Annual General Meeting. Since the company has nobusiness activity and huge accumulated losses the company is not in a position to giveany remuneration to the Managing Director and/or its Directors.
17. COMPANY SECERETARY'S APPOINTMENT AND REMUNERATION
Pursuant to Section 203 of the Companies Act 2013 (‘Act') and the rules madethereunder the board has appointed Mr. Ravindra V. Joshi (FCS - F1419) as a full timeCompany Secretary of the Company at remuneration of Rs. 180000/- per annum.
18. CHIEF FINANCIAL OFFICER'S APPOINTMENT AND REMUNERATION
Pursuant to Section 203 of the Companies Act 2013 (‘Act') and the rules madethereunder the board has appointed Miss. Sweta H. Shetty as a Chief Financial Officer(CFO) of the Company. Since the Company does not have any significant business activitieshence the volume and scope of work for the Chief Financial Officer is less and it is not afull time work and the job of Chief Financial Officer is not attractive commensurate withthe scope of work and salary. Thus no salary is paid to Chief Financial Officer.
19. LOANS GUARANTEES OR INVESTMENTS
No loans guarantees or investments under section 186 of the Act has been made by thecompany.
20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
No contracts or arrangements with related parties referred to in sub-section (1) ofsection 188 of the Act have been entered by the company.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS IF ANY:
There is no significant material order passed by the Regulators/Courts which wouldimpact the going concern status of the Company.
22. INTERNAL CONTROL SYSTEMS:
The Company has adequate framework of internal financial controls and compliancesystems established and maintained by the Company.
23. RISK MANAGEMENT POLICY
In the opinion of the Directors of the company there is no element of risk and forthat reason the board has not appointed a Risk Management Committee.
24. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT
The said information and report is not given as it is not applicable to the company.
25. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The said information and report is not given as it is not applicable to the company.
26. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith and marked as Annexure IIto this report.
27. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments during the year.
28. MAINTAINCE OF COST RECORDS
The maintenance of cost records has not been prescribed by the Central Government undersection (1) of section 148 of the Act for the activities of the Company.
29. SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
The said information and report is not given as it is not applicable to the company.
30. ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM COVID-19
The outbreak of Coronavirus (COVID-19) pandemic is causing disturbance and slowdown ofeconomic activity throughout the world and is impacting operations of the businesses. TheCompany has considered the possible effects that may result from the pandemic relating toCOVID-19. According to the management considering there was no operation and the companyis in the process of starting of operations and hence according to them there will not beany impact on these financial statements or business of the company.
31. ACKNOWLEDGMENT
Your Directors take this opportunity to express their warm appreciation of thededicated services rendered by the personnel of the Company. The Directors also place onrecord their sincere thanks for the co-operation and support extended to your Company bythe Bankers and the Shareholders.
