Your Directors have pleasure in presenting the 34th Annual Report along with theAudited Accounts for the Financial Year ending 31st March 2018.
Financial Results for the year under review are summarized below:
| || ||(Amount in Rs.) |
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
| ||(As at 31.03.2018) ||(As at 31.03.2017) |
|Gross Income ||1538260 ||1579478 |
|Profit before taxation ||(4885599) ||1073760 |
|Less : Provision for taxation || || |
|- For Current Tax ||216535 ||313586 |
|Profit / (Loss) after tax ||(5102134) ||760174 |
|Add : Surplus/Deficit brought forward from last year ||17483231 ||16876056 |
|Provision for tax for earlier years (Provided) / Written back (Net) ||(01) ||(01) |
|Profit available for appropriation ||12381096 ||17636231 |
|Less : Transfer to Statutory Reserve ||- ||153000 |
|Balance carried to Balance Sheet ||12381096 ||17483231 |
During the year under review the Company's Fund remained invested in loans andadvances. The Interest income earned during the year was Rs.15.38 Lacs (Previous YearRs.15.79 Lacs). The profit/(Loss) of the Company before taxation is Rs. (48.86) Lacs outof which Rs. 2.17 Lacs has been provided towards tax liability of the company. Out of thebalance available a sum of Rs. NIL has been appropriated towards Statutory ReserveAccount in compliance to Section 45 IC of the Reserve Bank of India Act and the balanceamount of Rs.123.81 Lacs is carried over to the Balance Sheet.
Since the Company has incurred Losses of Rs. 51.02 Lacs during the year underconsideration so your directors do not recommend any dividend for the year underconsideration.
MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments affecting the financial position of thecompany which have occurred between 31st March 2018 and the date of this report.
During the year under review your Company has not accepted any deposits as envisagedunder Section 73 of Companies Act 2013 and rules made there under.
In accordance with the provisions of Section 152(6) of the Companies Act 2013 SMT.MONICA OSWAL (DIN: 00566052) Director of the Company being longest in the officesince her last appointment shall retire at the forth coming Annual General Meeting andbeing eligible offers herself for re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS:
In terms of Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from all the Independent Directors of the Company confirmingthatthey meet the criteria of independence laid down in Section 149(6).
NUMBER OF BOARD MEETINGS:
During the year under review the Board of Directors duly met five times on 27.04.201727.05.2017 11.08.2017 10.11.2017 and 09.02.2018 in respect of which proper notices weregiven and the proceedings were properly recorded. The intervening gap between the meetingswas within the period prescribed under the Companies Act 2013.
COMMITTEES OF THE BOARD:
The Company has constituted the following committees in compliance with the CompaniesAct 2013 and the Listing Regulations (erstwhile Listing Agreement):
1. AUDIT COMMITTEE
The Board has constituted an Audit Committee in compliance with the provisions ofSection 177 of the Companies Act 2013 comprising 3 (Three) members namely Shri VijayKumar Gupta - Chairman Shri Navdeep Sharma - Member Smt. Monica Oswal - Member of thecommittee. During the year under review the Audit Committee met on four (4) occasionsviz. 27.05.2017 11.08.2017 10.11.2017 and 09.02.2018 to deliberate on various matters.Not more than 120 days lapsed between any two consecutive meetings of the Audit Committeeduring the year. The necessary quorum was present at all the Meetings.
2. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted Stakeholders Relationship Committee in compliance with theprovisions of Section 178 of the Companies Act 2013 comprising 3 (Three) members namelyShri Navdeep Sharma - Chairman Shri Vijay Kumar Gupta - Member Smt. Monica Oswal -Member of the committee. During the year under review Committee met on 4 (Four) occasionsviz. 27.05.2017 11.08.2017 10.11.2017 and 09.02.2018. The necessary quorum was presentfor the meeting.
EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 readwith Rule 12 of Companies (Management and Administration) Rules 2014 the extract of theAnnual Return in form MGT-9 as required is annexed herewith the Director's Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) of the Companies Act 2013 it is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
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 profit 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 have prepared the annual accounts on a going concern basis;
e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and
f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under the purview of the requirements of Section 135 of theCompanies Act 2013 and the rules made thereon.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENT BY THE COMPANY :
Details of Loans Guarantee and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the Financial Statements.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to provisions of regulation 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) regulations 2015 (Listing regulations') the provisions ofRegulation 27(2) are not applicable to the company as the paid-up equity share capital andNet worth was below Rs.10 crore and Rs.25 crore respectively.
The company in accordance with Section 177 of the Companies Act 2013 has established aVigil Mechanism for director's genuine concerns about enthical behavior actual orsuspected fraud or violation of Company's code of conduct.
STATUTORY AUDITORS & AUDITOR'S REPORT:
The term of M/s. K R Aggarwal & Associates Chartered Accountants (M. No. 030088N)Statutory Auditors Ludhiana will expire at the ensuing Annual General Meeting. The Boardof Directors has proposed the appointment of M/s. K R Aggarwal & Associates as theStatutory Auditors of the Company for a period of one year to hold the office Meeting tillthe conclusion of next Annual General Meeting.
The Company has obtained from the auditors a writtenconsentand certificateas requiredun -der Section 139 of the Companies Act 2013 to the effect that their appointment ifmade would be within the limits and in accordance with the conditions specified undersection 141(3)(g) of the Companies Act 2013.
The Auditor's Report on the Accounts of the Company for the year under review is selfexplanatory and requires no comments. There are no adverse remarks or qualification in theReport that calls for Board's explanation. Further there are no frauds reported by theAuditors under section 143(12) other than those that are reportable to the CentralGovernment.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the board ofdirectors has appointed M/s M.G. Jindal & Associates Company Secretaries in Practice(C.P. No. 2712) to undertake the Secretarial Audit of the Company for the Financial Year2017-2018. The Secretarial Audit Report is annexed herewith and forms an integral part ofthis report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
LISTING OF SECURITIES:
The securities of the Company are listed on BSE Limited (Scrip Code: 509099) Floor 25P.J. Towers Dalal Street Mumbai 400 001. The Company has paid the listing fee to theBombay Stock Exchange for 2018-2019.
DEMATERIALISATION OF SECURITIES:
Your Company has already established connectivity with both the Depositories i.e.National Securities Depository Limited (NSDL) and Central Depository services (India)Limited (CDSL) to facilitate the holding and trading of securities in electronic form. Theshareholders who have not gone in for dematerialization of shares till date arerequested to opt for dematerialization of the shares at the earliest.
As per notificationissued by the Securities and Exchange Board of India (SEBI) witheffect from December 5 2018 the shares of the Company can be transferred only indematerialised form. Members are advised to dematerialise share(s) in the Company tofacilitate transfer of share(s). The ISIN of the company is INE811Q01018. Accordingly allthe shareholders Investors and all other concerned are requested to send allcommunication in respect of Share Transfer Demat/Remat Change of Address etc. to ourRegistrar at below mentioned address:
M/s Alankit Assignments Limited (Unit : Oswal Leasing Limited)
Alankit House 1/E - 13 Jhandewalan Extension New Delhi 110055
Email Address: email@example.com
In case of any query/complaint remains unresolved with our Registrar please write toCompany at the registered office of the Company
PARTICULAR OF EMPLOYEES:
The provisions of Section 197 read with rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not applicable to the company.Hence no statement under section 197 and rules made therein is required.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Conservation of Energy technology absorption and foreign exchange earnings and outgopursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is not applicable to the company hence no disclosure isrequired to be made.
The Directors of the Company wish to place on record their heartfelt thanks andappreciation to the bankers for their continued support to the Company. The Directorsalso place on record their sincere thanks to the shareholders for their co-operationfaith and confidence in the management of the Company. The Company's endeavor would be tomerit the confidence reposed in it by its stakeholders.
| ||FOR & ON BEHALF OF THE BOARD || |
|Place : New Delhi ||(Vijay Kr. Gupta) ||(Navdeep Sharma) |
|Dated : 08.08.2018 ||DIRECTOR ||DIRECTOR |
| ||DIN : 00506399 ||DIN : 00454285 |