Your Directors have great pleasure in presenting the 08th Annual Reporttogether with the Audited Accounts of the Company for the year ended at 31stMarch 2018.
The summarized performance of the Company for the years 2017-2018 and 2016-17 is givenbelow:
| || ||(Amt in Rupees) |
| || |
For Financial Year Ended
|Particulars || |
31st March 2018
31st March 2017
|Total Income ||6766184.00 ||8459200.00 |
|Total Expenditure ||6575961.54 ||8284623.65 |
|Profit before Tax ||190222.46 ||174576.35 |
|Less: Tax Expense ||96766.00 ||53944.00 |
|Profit / (Loss) After Tax ||93456.46 ||120632.35 |
|Profit/(Loss) adjusted ||Nil ||Nil |
|Profit/(Loss) carried to Balance Sheet ||93456.46 ||120632.35 |
RESULTS OF OPERATIONS
Operating in a volatile and uncertain environment the Company demonstrated theresilience of its business model. The Company delivered good profits in the financial year2017-18. The highlights of the Company's performance are as mentioned above.
RESERVES AND SURPLUS
To plough back the profits into the business Rs. 93456.46/- is being transferred tothe Reserve and surplus of the company.
The Directors have not recommended any dividend for the financial year 2017-18 in viewof the requirement of funds for expansion of the business.
During the year under review following changes has taken place in the composition ofBoard of Directors of the company:
Mr. Shyam Saini has resigned from the directorship of the company w.e.f 15thMay 2017 and Mr. Love Kumar has resigned from the directorship of the company w.e.f 16thMay 2017.
Mr. Chandan Mandal (DIN: 08091815) has been appointed as Independent Director on theBoard of Directors with effect from 22nd March 2018.
Ms. Nanki Kachchhap (DIN: 08078754) has been appointed as Director on the Board of theCompany with effect from 13th April 2018.
Ms. Sheetal (DIN: 06799478) resigned from the Directorship of the Company with effectfrom 13th April 2018.
The Board of Directors places their appreciation for the contribution of Ms. Sheetal asDirector of the Company.
STATE OF COMPANY AFFAIRS
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
STATUTORY AUDITOR AND HIS REPORT
In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of M/s. Rakesh Batra & Co. Chartered Accountants as theStatutory Auditors of the Company from the conclusion of this Annual General Meeting tillthe Conclusion of next Annual General Meeting of the Company is placed for theratification by the Shareholders of the company at the forthcoming Annual General Meeting.In this regard the Company has received a Certificate from the Auditors to the effect thatif they are appointed it would be in accordance with the provision of section 141 of theCompanies Act 2013. The Report given by the Statutory Auditors for the FinancialStatements for the year ended March 31 2018 read with explanatory notes thereon do notcall for any explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory/ regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE
The Company has no subsidiaries as on 31st March 2018 hence provision ofsection 129 of the Companies Act 2013 is not applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The provisions of Section 134(3)(m) of the Companies Act 2013 is not applicable to theCompany. Therefore the information relating to conservation of energy or technologyabsorption etc. is not given. There has been no foreign exchange earnings and outgo duringthe year under Report.
CONSOLIDATED FINANCIAL STATEMENTS
Since there is no subsidiary of the Company at present hence no consolidated financialstatements have been prepared.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the Financial Position of the Companywhich have occurred between the end of the Financial year of the Company to which theFinancial Statement relate and the date of this report.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act 2013 your Board of Directorshereby state: a. in the preparation of the annual accounts for the financial year ended on31st March 2018 the applicable accounting standards had been followed alongwith proper explanation relating to material departures; b. the directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit and loss of the companyfor that period; c. the directors had taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; d. the directors had prepared the annual accounts on a going concernbasis; 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 11thNovember 2017 inter alia to discuss: Evaluation of the performance of Non-independentDirectors and the Board of Directors as a whole. Evaluation of the performance of thechairman of the Company taking into account the views of the Executive and Non- ExecutiveDirectors. Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties. All the Independent Directors were present at the Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of section 135 of the Companies Act 2013 dealing with constitution ofCorporate Social Responsibility Committee and related matters are not applicable to yourCompany.
The Company at its various meetings held during the Financial year 2017-18 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.
Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.
CHANGES IN THE KEY MANAGERIAL PERSONNEL
During the year under Review there was no change in the Key Managerial Personnel.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT IF ANY
The Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a) Board Meetings
During the year 8 (Eight) Board Meetings were convened and held on 28.04.201715.05.2017 16.05.2017 26.05.2017 31.08.2017 09.11.2017 29.01.2018 and 22.03.2018. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
b) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual Performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its various Committees. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Directors being evaluated.
c) Audit Committee
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The Company Secretary of the Company acts as Secretary of theCommittee. During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31st March 2018 the composition of AuditCommittee has been as under:
|Name of Director || |
|No. of Meeting Attended |
|Mr. Roshan Tirkey || |
|Mr. Satyendra Kumar || |
Whole Time Director
|Mr. Sheetal* || |
Audit Committee met four times in a year on during the financial year 2017-18 on26.05.2017 31.08.2017 09.11.2017 and 29.01.2018.
*Ms. Sheetal resigned from the Board of Directors of the Company w.e.f. 13thApril 2018. Therefore she ceases to be a member of the Audit Committee.
d) Nomination & Remuneration Committee & Its Policy
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31st March 2018 the composition of Nomination& Remuneration Committee has been as under:
|Name of Director || |
|No. Of Meeting Attended |
|Mr. Roshan Tirkey || |
|Mr. Satyendra Kumar || |
|Mr. Sheetal* || |
Nomination & Remuneration Committee met four times in a year on during thefinancial year 2017-18 on 26.05.2017 31.08.2017 09.11.2017 and 29.01.2018.
*Ms. Sheetal resigned from the Board of Directors of the Company w.e.f. 13thApril 2018. Therefore she ceases to be a member of the Nomination & RemunerationCommittee.
d) Stakeholder Relationship Committee
The Company has duly constituted Stakeholder Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013.
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31st March 2018 the composition of StakeholderRelationship Committee has been as under:
|Name of Director ||Designation ||No. of Meeting Attended |
|Mr. Roshan Tirkey ||Chairman ||4 |
|Mr. Satyendra Kumar ||Member ||4 |
|Mr. Sheetal* ||Member ||4 |
During the financial year 2016-17 Four (4) meeting of Stakeholder RelationshipCommittee was held on 26.05.2017 31.08.2017 09.11.2017 and 29.01.2018.
*Ms. Sheetal resigned from the Board of Directors of the Company w.e.f. 13thApril 2018. Therefore she ceases to be a member of the Stakeholder RelationshipCommittee.
The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk management policyto ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess of risk identification risk minimization risk optimization as a part of a riskmanagement policy/ strategy.
The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business risk inter-alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plans if necessary.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Renu Kathuria Proprietor of M/s. Renu Kathuria & AssociatesPracticing Company Secretary to undertake the Secretarial audit of the Company. TheSecretarial Auditor Report provided by the Secretarial Auditor in Form No. MR-3 hasbeen enclosed as Annexure 1.
Comments on Qualifications of Secretarial Audit Report:
*With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer and thecompany soon will appoint the Company Secretary and Chief Financial Officer. *Withreference to the filing of Form MGT-10 we will keep this in mind and assure that all thecompliances will be done in due time in future. *With Reference to the updation ofwebsite our websites has been update pursuant to Regulation 46 of SEBI (LODR)Regulations 2015. * With reference to the late intimation to Stock Exchange and latefiling with ROC the company will keep this in mind and assures that this will not happenin future.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given below:
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
|Name Director/KMP and Designation of ||Remuneration of Director/ KMP for FY 2017-18. ||% increase in Remuneration in FY 2017-18 ||Ratio of Remuneration of Director to Median Remuneration employees of ||Ratio of Remuneration of Director to Median Remuneration of Employees |
| ||(Rs In Lakhs) || || || |
|1. Mr. Satyendra Kumar Whole Time Director ||1.2 Lakhs ||N.A. ||N.A. ||N.A. |
The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered by all the workers and staff at all levels.
MAINTAINANCE OF COST RECORDS
During the year under review the Company is not required to maintain or prepare thecost records under Section 148(1) of the Companies Act 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act 2013 the Company isrequired to establish an effective Vigil Mechanism for Directors and Employees to reportgenuine concerns. In line with this the Company has framed a Vigil Mechanism Policythrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal.
The Employees and Directors may report to the Compliance Officer and have direct accessto the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the websiteof the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy. The company has formed an Internal Complaints Committee under the actto resolve and redress the complaints received if any. The following is a summary ofSexual Harassment complaints received and disposed off during the year: a. No. ofComplaints received: 0 b. No. of Complaints disposed off: 0
RELATED PARTY TRANSACTIONS
There are no related party transactions in the year under Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loans and guarantees.Details of Investments covered under the provisions of Section 186 of the Companies Act2013 are given in the Notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2018 made underthe provisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith as AnnexureII.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No Significant and Material orders has been passed by Securities Exchange Board ofIndia Stock Exchanges Tribunal or Courts in the year under Report.
HUMAN RESOURCES INDUSTRIAL RELATIONS
The company takes pride in the commitment competence and dedication shown by itsemployees in all areas of Business. The Company is committed to nurturing enhancing andretaining top talent through superior Learning and Organizational Development. This is apart of Corporate HR function and is a critical pillar to support the Organization'sgrowth and its sustainability in the long run.
Statements in this Directors Report describing the Company's objectives projectionsestimates expectations or predictions may be "forward looking statements"within the meaning of applicable securities law and regulations. Actual results coulddefer materially from those expressed or implied.
Important factors that could make difference to the Company's operations includechanges in Government regulations Tax regimes Economic developments within India and thecountries in which the Company conducts Business and other ancillary factors.
Your Directors would like to express their appreciation for the assistance andco-operation received from the cooperative banks Government Authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutive's Staff.