To
The Members
Your Directors have pleasure in presenting their 27th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312017.
1. Financial summary or highlights/Performance of the Company (Standalone)
| PARTICULARS | 2016-2017 | 2015-2016 |
| Gross Income | 2362614 | 1605403 |
| Profit Before Interest and Depreciation | (2390218) | (1080554) |
| Finance Charges | 166 | 480 |
| Gross Profit | (2390384) | (1081034) |
| Provision for Depreciation | 288960 | 136072 |
| Net Profit Before Tax | (2679344) | (1217106) |
| Provision for Tax | 0 | 0 |
| Net Profit After Tax | (2679344) | (1217106) |
| Balance of Profit brought forward | (133400884) | (132183778) |
| Balance available for appropriation | (136080228) | (133400884) |
| Proposed Dividend on Equity Shares | 0 | 0 |
| Tax on proposed Dividend | 0 | 0 |
| Transfer to General Reserve | 0 | 0 |
| Surplus carried to Balance Sheet | (136080228) | (133400884) |
2. Brief description of the Company's working during the year/State of Company's affair
Your Company has already started various activities to generate revenue.
During the year company made Loss of 26.79 Lacs as compared to previous year's loss of12.17 Lacs mainly due to expenses incurred for restructuring the Company
Change in the nature of business if any
There is no change in the nature of business of the Company.
3. Dividend
In view of the loss the Directors are unable to recommend any dividend for the year.11
4. Reserves
No amounts are transferred to Reserves in view of Losses
5. Share Capital
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any shares with differential rights under the provision ofSection 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014[Chapter IV]. Hence no details are provided for it.
ISSUE OF SWEAT EQUITY SHARE
The company has not issued any shares under the provision Section 54 read with Rule8(13) of the Companies (Share Capital and Debentures) Rules 2014. Hence no details areprovided for it.
6. Directors and Key Managerial Personnel
Mr. Kumar V. Shah retire by rotation at the forthcoming Annual General Meeting andbeing eligible offer himself for reappointment.
7. Particulars of Employees
The Company has no employees in respect of whom information is to be furnished underSection 197 of the Companies Act 2013 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 statement of particulars of employeesof the Company.
8. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 6 Board Meetings and 4 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
10. Declaration by an Independent Director(s) and re- appointment if any
The Company has received declarations from all the Independent Directors) confirmingthat they meet the criteria of independence as provided in sub-section (6) of Section 149of the Companies Act 2013 and clause 49 of the Listing Agreement.
11. Remuneration Policy
The Board will on the recommendation of the Nomination & Remuneration Committeeframe a policy for selection and appointment of Directors Senior Management and theirremuneration.
12. Managerial Remuneration:
During the year under review Mr. Kuamr V. Shah Chairman and Managing Director waspaid Rs. 922500/= as remuneration.
13. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act there are no subsidiary/jointventures/associate companies. Hence the said details are not provided.
14. Auditors:
It has been proposed to appoint A. A. Siddiqui & Co. Chartered Accountants asAuditors of the Company for the period of 3 years in view of provisions of section 139(2)of the Companies Act 2013.
As per provisions of section 139(2) of the Companies Act 2013 a listed company cannotappoint an individual as auditor for more than one term of five consecutive years and thein case of existing companies time of three years was given for compliance of thisprovision.
15. Auditors'Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self- explanatory and do not call for any further comments.
16. Disclosure about Cost Audit
During the year the Cost Audit was not applicable to the Company and hence no detailsare provide for it.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Jignesh M. Pandya& Co. Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure III to thisreport.
Regarding qualification and remarks in the Secretarial audit report your Board offerfollowing explanations.
Explanation Note. Non Compliance of section 203 of the Companies Act 2013 with respectto Non appointment of full time Company Secretary
Explanation Note. Your Company was not able to appoint a full time Company Secretaryconsidering its financial position. However your company will appoint the same in thecurrent financial year.
Other than the above the report is self-explanatory and do not call for any furthercomments.
18. Internal Audit & Controls
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. As the Company is a sick company it has not appointedInternal Auditor.
19. Issue of employee stock options
During the year under review the Company has not issued any employee stock options andaccordingly no details are provided for it.
20. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
21. Risk management policy
Pursuant to section 134(3)(n) of the Companies Act 2013 and clause 49 of the listingagreement the company has framed a risk management policy for the Company includingidentification therein of elements of risk if any which in opinion of the Board maythreaten the existence of the company.
At present the company has not identified any element of risk which may threaten theexistence of the Company
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.
23. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There are no material changes and commitments affecting financial position of theCompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report.
24. Details of significant and material orders passed by the regulators or courts ortribunals Impacting the going concern status and company's operations in future
There are not significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
25. Deposits
During the year the Company has not accepted any deposits from public.
26. Particulars of loans guarantees or Investments under section 186 Details of Loans:
| SL. No. | Date of making loan | Details of Borrower | Amount | Purpose for which the loan is to be utilized by the recipient | Time period for which it is given | Date of BR | Date of SR (if reqd) | Rate of Interest | Security |
NIL |
Details of investments:-
| SL. No. | Date of investment | Details of investee | Amount | Purpose for which the proceeds from investment is proposed to be utilized by the recipient | Date of BR | Date of SR (if reqd) | Expected rate of return |
NIL |
Details of Guarantee / Security Provided:
| SL. No. | Date of providing security/ guarantee | Details of recipient | Amount | Purpose for which the security/guarantee is proposed to be utilized by the recipient | Date of BR | Date of SR (if any) | Commission |
NIL |
27. Particulars of contracts or arrangements with related parties:
There are no contract or arrangements entered into by the Company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013 including certainarm's length transactions under third provision.
28. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement is annexed withthe report.
29. Management Discussion and Analysis-
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.
Statutory Disclosures
In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report. Thecompany does not have any employee under the said category.
30. The Sexual Harassment Of Women At Workplace (Prevention Prohibition And Redressal)Act 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace as required under provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013y. During the year Company has notreceived any complaint of harassment.
31. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
The Company has not carried out any manufacturing activity during the year.
(a) Conservation of energy
| (i) the steps taken or impact on conservation of energy | Not Applicable |
| (ii) the steps taken by the company for utilizing alternate sources of energy | Not Applicable |
| (iii) the capital investment on energy conservation equipment's | Not Applicable |
(b) Technology absorption
| (i) the efforts made towards technology absorption | Not Applicable |
| (ii) the benefits derived like product improvement cost reduction product development or import substitution | Not Applicable |
| (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) | Not Applicable |
| (a) the details of technology imported | Not Applicable |
| (b) the year of import; | Not Applicable |
| (c) whether the technology been fully absorbed | Not Applicable |
| (d) if not fully absorbed areas where absorption has not taken place and the reasons thereof | Not Applicable |
| (iv) the expenditure incurred on Research and Development | Not Applicable |
(c) Foreign exchange earnings and Outgo
There were no earning or outgo in Foreign Exchange during the Current year and Previousyear.
32. Corporate Social Responsibility (CSR)
Due to losses incurred the Company was not required to spent any amount towards SocialResponsibility and hence no details for the same are provided.
33. Directors' Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3)(c)read with section 134(5) of the Companies Act 2013 andClause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges —
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
(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 directors had prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
35. Listing With Stock Exchanges :
The Company had requested BSE for installment in payment of listing fees for the year2016-2017 & 2017-18 and BSE has agreed to it.
36. Status under Sick Industrial Companies ( Special Provision) Act 1985
The Company is a Sick Industrial Company within the meaning of Section 3(1) (o) of theSick Industrial Companies (Special Provision) Act 1985.
37. Acknowledge
Your Directors would like to acknowledge to all contribution support help receivedfrom all the stakeholders Government Agencies Banks.
| For and on behalf of the Board of Directors |
| Kumar Shah |
| Place : Mumbai | Chairman and Managing Director |
| Date : 30/05/2017 | |
Annexure - FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
| SL. No. | Particulars | Details |
| a) | Name (s) of the related party & nature of relationship | NIL |
| b) | Nature of contracts/arrangements/transaction | NIL |
| c) | Duration of the contracts/arrangements/transaction | |
| d) | Salient terms of the contracts or arrangements or transaction including the value if any | NIL |
| e) | Justification for entering into such contracts or arrangements or transactions' | NIL |
| f) | Date of approval by the Board | NIL |
| g) | Amount paid as advances if any | NIL |
| h) | Date on which the special resolution was passed in General meeting as required under first proviso to section 188 | NIL |
2. Details of contracts or arrangements or transactions at Arm's length basis.
| SL. No. | Particulars | Details |
| a) | Name (s) of the related party & nature of relationship | KUMAR V. SHAH Managing Director |
| b) | Nature of contracts/arrangements/transaction | Remuneration- 100000/=PM |
| c) | Duration of the contracts/arrangements/transaction | 5 years |
| d) | Salient terms of the contracts or arrangements or transaction including the value if any | NA |
| e) | Date of approval by the Board | 03/09/2012 |
| 0 | Amount paid as advances if any | NIL |
