Directors are pleased to present their Thirty Six Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the financialyear ended on 31st March 2018.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March 2018 is summarizedbelow:
|Particulars ||For the year ended 31.03.2018 ||For the year ended 31.03.2017 |
| ||('inLakhs) ||('inLakhs) (As per Ind AS) |
|Revenue from operations ||1356225 ||6043422 |
|Other Income ||1291992 ||676961 |
|Total Revenue ||2648217 ||6720383 |
|Profit/(Loss) before Tax ||(189738) ||(3249413) |
|Less: Tax Expenses ||- ||- |
|Profit/(Loss) for the year ||(189738) ||(3249413) |
Your Directors do not propose to transfer any amount to General Reserve.
3. ADOPTION OF INDIAN ACCOUNTING STANDARDS (Ind AS)
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified applicability of Ind AS to a certain class of Companies.Accordingly Ind AS was applicable to your Company for the accounting period beginningApril 1 2017 with a transition date on April 1 2016. Your Company has adopted the Ind ASand the financial statements comply with all aspects with Indian Accounting Standards (IndAS) notified under Section 133 of the Companies Act 2013 (the Act) [Companies (IndianAccounting Standards) Rules 2015] and other relevant provisions of the Act. Thecomparative financial information of the Company for the year ended March 31 2017 and thetransition date opening balance sheet as at April 1 2016 included in the Ind AS financialstatements are based on the previously issued statutory financial statements for theyears ended March 31 2017 and March 31 2016 prepared in accordance with the Companies(Accounting Standards) Rules 2006 (as amended) and adjustments to those financialstatements for the differences in accounting principles adopted by the Company ontransition to the Ind AS.
4. PERFORMANCE AND AFFAIRS OF THE COMPANY:
The year under review was not satisfactory for the company due to the difficult marketconditions and effects of demonetization the Company has made loss of Rs. 1897738/-(previous year loss of Rs. 3249413/-).
The performance and outlook of the Company has been discussed in the ManagementDiscussion and Analysis Report which is forming part of the Annual report
5. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
It is proposed to diversify in the business of building contractors and tradingbuilding materials trading in agro-products and food products and all kinds of chemicalswhich are covered under the Object clause No. 97 99 and 109. Except the above there is nochange in the nature of business of the Company during the year. There is no revision madein the Board's Report and whatever submitted herewith is the final report.
6. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture Company.
7. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and amendedrules thereafter. The question of non-compliance of the relevant provisions of the lawrelating to acceptance of deposit does not arise.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Jiten Sushil Choksey (DIN 00342706) Director will retire by rotation and beingeligible and not being disqualified under section 164 of the Companies Act 2013 offershimself for re-appointment.
Mr. Jiten Sushil Choksey (DIN 00342706) is appointed as the Managing Director of theCompany for a period of 5 years with effect from 23rd August 2018 to 22nd August 2023.
Except of the above there is no other appointment resignation disqualification duringthe year under review.
ii. Declaration by an Independent Director(s)
The Company has received all the necessary declaration from each independent directorunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations
iii. Annual Evaluation of Board
In compliance with the provisions of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 the Board has carriedout the annual performance evaluation of its own performance and that of its Committeeand other Directors. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors and also as per the Guidance Notesissued by SEBI vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January2017 covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.
9. BOARD AND COMMITTEES
During the Financial year total 3 (Three) meetings of the Board of Directors were heldon 30/05/201711/08/2017 and 14/02/2018.
The 35th Annual General meeting of the Company was held on 29th September 2017 for thefinancial year 2016-2017
10. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013 and hereby confirm that:-
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied consistently andmade Judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2018 and of the loss of theCompany for the year ended on that date;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts havebeen prepared on a going concern basis; and the directorshave laid down proper systems financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
e. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. NOMINATION AND REMUNERATION COMMITTEE
The board has constituted Nomination and Remuneration Committee in accordance with theprovisions of the Companies Act 2013 and Listing Regulations on 30th May2016.The Boardhas in accordance with the provisions of sub-section (3) of Section 178 of the CompaniesAct 2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees. There has been no change in thepolicy during the year.
12. AUDIT COMMITTEE
The composition of an Audit Committee is of three Independent Directors as follows:
1. Mr. Subash Mayekar -Independent Director (Chairman of the Committee)
2. Mr. Kamlesh Dubey - Independent Director
3. Mrs. Rushali Chaulkar - Independent Director
13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal and unethical behaviour.
The Board of Directors of the Company have pursuant to the provisions of Section177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board andits Powers) Rules 2014 framed "Vigil Mechanism Policy" for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.
14. RISK MANAGEMENT SYSTEM
The Board is of the opinion that there exist no risk threatening the existence of theCompany and it discusses the various risks namely business finance and legal from time totime and takes corrective actions as and when required.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are given as under:
Energy Conservation: N.A.
Technology Absorption: N.A.
Foreign Exchange Earnings and outgo: Nil
16. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily.
17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an adequate system for internal financial controls which commensuratewith its size and nature of business. Detailed procedures are in place to ensure that allassets are safeguarded and protected against losses all transactions authorized recordedand appropriately reported. The internal control system is monitored and evaluated by anInternal Auditor at every quarter and the Audit Committee discusses in details theInternal Audit Report at quarterly meeting. No material issues in relation to the adequacyof Company's control systems were raised during the year.
(i) STATUTORY AUDITOR
Amar Bafna & Associates Chartered Accountants Mumbai had tendered theirresignation as Statutory Auditor of the Company vide their letter dated 14th July 2018.
Kulkarni Shekhawat & Co LLP Chartered Accountants (Registration Number W100116)Statutory Auditors of the Company hold office as Auditors only upto the conclusion of theThirty-Sixth Annual General Meeting and being eligible have expressed their willingness tocontinue till the conclusion of Forty-first Annual General Meeting to be held in the year2023. The Board recommends their reappointment to the members.
The Auditors have confirmed their willingness and eligibility as required under Section141 of the Companies Act 2013.
(ii) SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Actand the rules framed there under theBoard has appointed Jain Anil & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2017-18. The Reportof the Secretarial Audit Report in Form MR-3 is annexed herewith.
19. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company has sent AnnualReport through electronic mode(email) to all the shareholders who have registered theiremail addresses with the Company or with the Depository to receive the Annual Reportthrough electronic mode and initiated steps to reduce consumption of paper. For memberswho have not registered their email addresses physical copies will be sent through apermitted mode.
20. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Company's Polices and Systems. The Companymaintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
21. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company conducts operations in such a manner so as to ensure safety ofall concerned compliance environmental regulations and preservation of natural resources.There was no accident during the year.
22. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATES
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report
23. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
The Company has taken loan from Director of the Company during the year. The details ofloans given are given in the notes to Financial Statements.
24. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has entered into the related party transaction with Kumar Wire Mesh PrivateLimited at a monthly rent of Rs.50000/- prior to the Companies Act 2013. The terms ofcontract are at arms length and in the ordinary course of business. Since there are asingle related party transaction the details in the format Form AOC- 2 has not been given.
25. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014.
There was no employee in the Company pursuant to Section 197(12) of the Companies Act2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION &REDRESSAL) ACT 2013.
The Disclosure under Sexual harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013 is not applicable to the Company as it does not have requisitenumber of employees.
27. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting isrequired in respect of thefollowing items as there were notransactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.
4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have animpacton the going concern status and the Company's operations in future.
Your Directors wish to place on record their appreciation to all the stakeholders fortheir services received during the year.
| ||For and On behalf of the Board of Directors |
| ||Jiten Sushil Choksey |
| ||Chairman 8t Managing Director |
|Place: Mumbai ||DIN:00342706 |
|Date: 23rd August 2018 || |