Your Directors are elated in presenting the 34th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2018.
2. FINANCIAL RESULTS
| || ||(Amount in Rs) |
|Particulars ||Current Financial ||Previous Financial |
| ||Year (2017-18) ||Year (2016-17) |
|Net Profit Before Tax || || |
| ||1925480 ||1870295 |
|Provision for Tax ||496264 ||577921 |
|Profit after Tax ||1429216 ||1292374 |
|Balance Brought Forward ||8367301 ||7083534 |
|Add:- Excess /(short) Provision || || |
| ||(5282) ||(8607) |
|Reversed MVAT Credit || || |
|Balance carried to Balance Sheet ||9791235 ||8367301 |
3. BUSINESS OVERVIEW
During the year under review company made a profit of Rs. 1429216/- compared Rs.1292374/- of earlier year on account of considerable progress in variousprojects/activities. No material changes and commitments have occurred after the close ofthe year till date of this report which affects the financial position of the Company.
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2018.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
6. STATUTORY AUDITORS
M/s. Raju & Prasad Chartered Accountants Mumbai (Firm Registration Number:003475S)were appointed as the Statutory Auditors at the 30th AGM held on 25thSeptember 2014 for five consecutive years subject to ratification at every AnnualGeneral Meeting. Accordingly their appointment is proposed to be ratified in the ensuingAGM. They have given their eligibility & consent for the proposed ratification.
7. SECRETARIAL AUDITORS
Mr. Jinendra Kumar Jain Practicing Company have been appointed in the Board Meetingheld on 06th Sept 2018 as the Secretarial Auditor of the Company u/s 204 of the CompaniesAct 2013 to conduct Secretarial Audit of the matters of the Company and report thereof.The Secretarial Auditor'sReport has been annexed to the Board Report under Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditors in theirreport. The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.
2. The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. Further the Company willmake sure that all the required disclosures and intimations will be intimated to the stockexchange
3. The website of the Company has not been updated due to technical reasons. Howeverthe Company is in the process of updating the website.
4. The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight on thepart of the Company. However the Company has proposed to comply with the same.
5. The Company has failed to comply with publication of financial results in newspaperdue to genuine oversight on the part of the Company. However the Company has proposed tocomply with the same.
There was no change in the Board of Directors of the Company during the financial yearunder review.
10. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
11. BOARD MEETINGS
During the financial year under review the Board of Directorsmet Fivetimes.
|30th May 2017 ||04thSeptember 2017 |
|12thFebru ary 2018 ||14thNovember 201 7 |
|13thMarch 2018 || |
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.
13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that: a. In the preparation of the annual accounts the applicableaccounting standards have been followed with proper explanation relating to materialdepartures if any; b. They have in the selection of the accounting policies consultedthe Statutory Auditors and have 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 as at 31stMarch 201 8 and of itsP rofitfor the year ended onthat date; c. They have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and d. They have prepared theannual accounts for the year ended 31st March 2018 on a going concern'basis; e. They have laid down Internal Financial Controls which are adequate and areoperating effectively and f. They have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.
17. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.
18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
19. ENERGY CONSERVATION TECHNOLOGY ABSORPTIO AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY
The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
The Securities and Exchange Board of India (SEBI) passed an ad-interim ex-parte orderno.WTM/RKA/30/2015 dated 17th April 2015 against the Company debarring theCompany from accessing the Securities Market and Suspending the trading in the scrips ofCompany.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:
The Company has an adequate Internal financial control system commensurate with thesize of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "MGT-9" and forms part of this report.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members; a. Mr. Rakesh Kumar Singhoya b.Mr. Shravan Kumar c. Mr. Jugalkishore Sharma The above composition of the Audit Committeeconsists of independent Directors viz. Mr. Rakesh Kumar Singhoyaand Mr. Shravan Kumar whoform the majority. The Company has established a vigil mechanism and overseas through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee on reporting issues concerning the interests of employeesand directors of the Company.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance nut also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business. Your directors are grateful towardsall members for supporting and sustaining us during the intricate days. We look forward toyour continued support and reiterate that we are determined to ensure that the plans aresuccessfully implemented.
|Registered Office: ||By the order of the Board of Directors || |
|Office NO-6 Gr FloorB-wing ||For Mishka Finance and Trading Limited || |
|Bhagyashree Apts S.M.Road ||Sd/- ||Sd/- |
|GhartanpadaNo.02 ||Ankit Garodia ||Jugalkishor Sharma |
|Dahisar East Mumbai-400068. ||(DIN:05172218) ||(DIN: 05205981) |
|Place: Mumbai ||(Managing Director) ||(Director) |
|Date:0 6thSept 2018 || || |