Your Board of Directors have pleasure in presenting 28th Annual Report ofthe company on the business and operations of the company along with Audited FinancialStatements for the financial year ended March 312020.
The financial results of the company operations for the year under review and those ofthe previous years are as follows:
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
|Revenue from operations ||13.3 ||18.33 |
|Other Income ||- ||- |
|Profit (Loss)/before extraordinary Items and tax ||(2.33) ||5.38 |
|Less extraordinary items || |
|Profit/(loss) before tax ||(2.33) ||5.38 |
|Dividend ||- ||- |
PERFORMANCE OF THE COMPANY
The Directors of the company shall continue their endeavor to improve the trend ofgrowth in the coming years.
Pursuant to the provisions of section 139 and 142 and all other applicable provisionsif any of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 including any statutory re-enactment(s) or modification(s) thereof for the timebeing in force M/s. Sunita Aggarwal & Co Chartered Accountants (FRN: 515225C)appointed as the Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be heldin the year 2024 at a remuneration to be decided by the Board of Directors in consultationwith the Auditors.
All independent Directors have confirmed that they are complying with the requirementof Section 149(6) of the Companies Act 2013 and applicable provisions of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.
Mr. Rajesh Arora director of the company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Details of theDirector seeking re-appointment are provided in the corporate governance report formingpart of this report. The Board recommends his appointment for consideration of members ofthe company at the ensuing Annual General Meeting.
DIRECTOR'S RESPONSIBILTY STATEMENT
Pursuant to clause (c) of the provisions of Section 134(3) of the Companies Act 2013the Directors hereby confirm the responsibility for the integrity and objectivity of theProfit & Loss Account for the year ended 31st March 2020 and the Balance Sheet as atthat date ("Financial Statements") and confirm that:
1. In the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out in the Companies Act 2013have been followed and there are no material departures from the same.
2. We have selected such accounting policies that are reasonable prudent and appliedthem consistently and made judgments and estimates so as to give a true and fair view ofthe state of affairs of the company as at March 31st 2020 and of the profit of thecompany for the year ended on that date.
3. We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guarding theassets of the company and for preventing and detecting fraud and other irregularities.
4. We have prepared the annual returns of the company on a going concern basis.
5. We have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
6. We have devised proper systems to ensure compliance of all applicable laws and thatsuch systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.
SECRETARIAL AUDITORS' REPORT
The Board of Directors has appointed Mr. Chetan Gaur Company Secretary in whole timepractice having Membership no A37455 and Certificate of practice no 19223 to conductSecretarial Audit for the Financial Year 2019-20 under the provisions of Section 204 ofthe Companies Act 2013. The Secretarial Auditors' Report (MR-
3) enclosed herewith as Annexure-A which forms part of this report
4) .REGISTRATION WITH RESERVE BANK OF INDIA AS NBFC
The company is registered with the Reserve Bank of India as a NBFC within theprovisions of the NBFC (Reserve Bank of India) Directions 1998.
INFORMATION PURSUANT TO THE PROVISIONS OF PARA 10 OF NONBANKING FINANCIAL COMPANIES(RBI) DIRECTIONS 1977.
Neither the Company has accepted any Public Deposits during the year nor the Company isholding prior Public Deposits therefore the information called for is not applicable.
CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The company is committed to maintain the higher standards of corporate governance. YourDirectors adhered to the requirements set out in the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and have implementedall the prescribed requirements. Pursuant to Regulation 34(3) of the SEBI LODR. TheReports on Corporate Governance with auditors' certificate thereon and ManagementDiscussion and Analysis have been incorporated in the Annual Report and form an integralpart of the Board's report.
OTHER DISCLOSURES UNDER COMPANIES ACT 2013
1. Number of Board Meetings
The Board met six times during the Financial Year the details of the Board Meetingsand attendance of the Directors are provided in the Corporate Governance Report that formspart of this Annual Report. The Intervening gap between any two meetings was within theperiod prescribed by the Companies Act 2013. The dates are 16 May 2019; 13thJune 2019; 14 August 2019; 15 November 2019; 4 January 2020 and 14 February 2020.
2. Composition of Audit Committee
The details pertaining to composition of audit committee are given in the CorporateGovernance Report which forms part of this Annual Report.
3. Related Party Transactions
All the related party transactions are entered on arm's length basis and in theordinary course of business. The Company has complied with all the applicable provisionsof the Act and SEBI LODR in this regard. The particulars of every contract or arrangementsentered into by the Company with related parties referred to in sub-section (1) of Section188 of the Companies Act 2013 including an arm's length transactions under third provisothereto are disclosed in Form No. AOC -2 attached as Annexure B.
4. Particulars of Loans Guarantees and Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
5. Fixed Deposits
Company has not accepted any deposits within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. Comments on Auditor's Report
There is no adverse remark or comments in Statutory Auditor's report and therefore nocomments are required in the Director's report.
7. Vigil Mechanism and Whistle Blower Policy
In pursuance of Section 177(9) of the Companies Act 2013 and the SEBI LODR thecompany has in place a Vigil Mechanism/Whistle Blower Policy for Directors and employeesto report genuine concern. More details pertaining to the same are given in the CorporateGovernance Report.
8. Nomination & Remuneration & Evaluation Policy
In Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI LODR theBoard of Directors have approved Nomination & Remuneration & Evaluation policy forappointment remuneration and evaluation of the Directors key management personnel andsenior management personnel. The details of the Nomination Remuneration CommitteeNomination & Remuneration & Evaluation Policy and annual evaluation carried out bythe Board of Directors are given in the Corporate Governance Report.
9. Particular of Employees and Analysis of Remuneration.
Particular of employees and analysis of remuneration as required under Section 197(12)of the Companies Act 2013 read with rule 5 of the Companies (Appointment and remunerationof Managerial Personnel) Rules 2014 are enclosed in Annexure- C.
10. Miscellaneous Disclosures
i. The details about risk management have been given in the Management discussion andanalysis.
11. There is no material change and commitments affecting the financial position of thecompany which has occurred between the end of the financial year and the date of thereport.
iii. The company does not have any subsidiary and joint venture companies.
iv. There is no significant and material order passed during the year by theregulators courts tribunals which can impact the going concern status and the Company'soperations in the future.
v. During the year the company has not received any complain under the sexualharassment of women at work place (Prevention Prohibition and Redressal) Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company is a NBFC therefore the information with regard to conservation of energytechnology absorption as required by the Companies (Accounts) Rules 2014 relating toconservation of energy and technological absorption do not apply and hence no disclosureis being made in this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars ||Current Year (2019-2020) ||Previous Year (2018-2019) |
|(a) Foreign Exchange Inflow ||Nil ||Nil |
|(b) Foreign Exchange Outflow ||Nil ||Nil |
Directors wish to express their grateful appreciation for assistance and cooperationreceived from shareholders for their support faith and confidence in the company. Yourdirectors place on record their sincere appreciation for the guidance support andco-operation of our auditors the legal advisors and bankers.
|Date: 14/08/2020 ||For and on behalf of the Board of Directors Sd/- Rajesh Arora |
|Place: New Delhi ||Director |
| ||DIN: 00662396 |