To the Members
Your Directors present the 54th Annual Report with Audited Statements of Accounts forthe year ended 31st March 2016.
1. FINANCIAL RESULTS
( Rs in Lakhs)
|Particulars || |
| || |
|Profit/(Loss) for the year before providing for depreciation and Tax || |
|Less: Depreciation || |
|Profit /(Loss) before Tax || |
|Less: Income Tax || |
|Profit/(Loss) for the year || |
During the year the Company has suffered a loss of Rs. (59.94) lakhs before provisionof depreciation as against the loss of Rs. (60.35) lakhs for the previous year. The lossafter provision of depreciation of Rs. 0.77 lakhs (previous year Rs. 0.78 lakhs) butbefore tax works out to Rs. (60.71) lakhs as against the loss of Rs. 61.13 lakhs for theprevious year. There is no tax liability this year and also in the previous year.
In view of the loss incurred during the year no dividend is recommended.
3. MANAGEMENT DISCUSSION AND ANALYSIS
Affairs of the Company are continued to be carried out on most economical scale bycontaining the expenses to minimal level. Dues due to lengthy process of the legal systemrequired to be followed much could not be done towards recovery of old dues.
As the company is having no funds pending Infusion of fresh funds Premier Ltd. thePromoters have continued to provide the funds to the company to keep the Company going. Upto 31st March 2016 total amount disbursed to the company amounted to Rs. 232.50 lakhs.With the stringent provisions with regard to contravention of provisions of section 186(7) of the Companies Act 2013 with regard to charging of interest on loans given by aCompany the promoters having no option but to charged interest on this borrowingseffective 1st April 2014 at the rate at which they pay interest to their Banks. As at31st March 2016 total interest accrued amounted to Rs. 54.62 lakhs. Thus totaloutstanding to promoters as on 31st March 2016 amounted to Rs. 287.12 lakhs.
4. REVIVAL OF BUSINESS
Company has negative net worth and is not complying with RBI Guidelines with regard toadequacy of Net Owned Funds. Therefore Show Cause Notice has been served upon the companyby RBI stating as to why the Certificate of Registration issued to the Company by RBIshould not be cancelled in terms of provisions contained in Section 45-IA (6) of the Act.Show Cause Notice received from RBI is replied explaining steps already taken by thecompany and being taken for Restructuring of Capital by the company to restore the networth. The same was followed with the concerned Offcers of RBI. During the meeting withthem company's present situation steps taken and how the Show Cause Notice will hinderthe efforts of the company to restore the net worth is explained. RBI suggested that thecompany may furnish future plans and a Road Map in this regard. Company is in process ofworking towards best solutions for revival of the business by the company.
5. RESERVES & SURPLUS:
Change in Reserves & Surplus compared to previous year is as under:
(Rs. In Lakhs)
| || |
As at 31.03.2016
As at 31.03.2015
|Statutory Reserve as per Section 45-IC of The RBI Act 1934 || |
|Accumulated Loss || |
|Total || |
Return of income has been filed up to Financial Year 2014-15 Assessment year 2015-16.Assessment has been completed up to the Financial Year 2013-14. Assessment Year 2014-15.
Assessment for the Financial Year 2006-07 was reopened under section 263 of Income TaxAct. In the revised assessment Capital Receipts arising on account of one time settlementwith the banks which was treated as non-taxable in the original assessment wasconsidered as taxable Income. A demand of Rs. 196.49 lakhs was raised. This was contestedby the company. Vide its order dated 31-12-2012 Income Tax Appellate Tribunal (ITAT)decided in the matter in favour of the Company. Income Tax department has preferred anappeal before Hon'ble High Court Bombay against the order of ITAT. Directors are advisedby the Tax Consultants of the Company that the appeal is not tenable and no demand isexpected in this regard. Hon'ble High Court Bombay passed the order in favour of theCompany. The Commissioner of Income Tax (CIT) filed an appeal before Supreme Court ofIndia against the order.
7. Internal Financial Control:
Company has appointed M/s. A. G. Thakkar & Co. Practicing Chartered Accountant asInternal Auditors of the Company and has in place adequate internal financial controlprocedure commensurate with the size of the Company and the nature of its business withregard to purchase of fixed assets and payment for expenses. Internal Auditors issuequarterly report and the same is being placed before Audit Committee and the Board ofDirectors. Details of Audit Committee are dealt with in.
8. Auditors' Report:
There is no adverse comment in the Independent Auditors Report of the year under reportto the members of the Company.
9. Acceptance of Fixed Deposits:
Company is not accepting and has not accepted any fixed deposit within the meaning ofSection 73 of the Companies Act 2013 and Non-Banking Financial Companies (Reserve Bank)Directions 1998. There were no fixed deposits outstanding at the beginning or at the endof the year.
10. Statutory Auditors
M/s. M. B. Agrawal & Co. Chartered Accountants holds offce until the conclusionof the 54th Annual General Meeting of the Company and shall accordingly retire at theconclusion of the Meeting. The Company has received a consent letter from them to theeffect that their appointment for the financial year 2016-2017 if approved at theensuing Annual General Meeting would be within the limits prescribed in Section 141 of theCompanies Act 2013 and were not disqualified for such appointment. Accordingly M/s. M.B. Agrawal & Co. Chartered Accountants is proposed to be appointed as Auditors ofthe Company at the 54th Annual General Meeting. If M B Agrawal & Co. are appointed asAuditors of the Company for Financial Year 2016-17 their appointment will be in accordancewith the provisions of Section 139 of the Companies Act 2013.
11. Secretarial Audit Report:
As required under Section 204 of the Companies Act 2013 M/s. N L Bhatia &Associates Practicing Company Secretaries were appointed as Secretarial Auditor of theCompany for the financial year 2015-16. The Secretarial Audit Report along with thecomments of the Board of Directors on the observations of the Secretarial Auditor isattached to this report. The same is forming part of this report.
12. The Extract of the annual return:
The extract of the Annual Return in prescribed Form No. MGT 9 is enclosed andis forming part of this report.
13. Corporate Social Responsibility Initiatives:
As the Company is not having profit. Therefore this provision is not applicable.
14. Conservation Of Energy Technology Absorption Foreign Exchange Earnings AndOutgoing:
The information pursuant to Section 134(3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is as follows: a. The Company has no activity involvingconservation of energy or technology absorption. b. The company does not have any ForeignExchange earnings and outgo.
At 52nd Annual General Meeting Shri Jatin D. Jhaveri was appointed as IndependentDirector of the Company by a resolution passed by the members as per section 149(4)149(10) of Companies Act 2013. Shri Jatin D. Jhaveri is already director of the companyappointed by Board as Independent Director as per requirement of SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015. He hold the offce as Independent Directorfor a period of five years and is not liable to retire by rotation. The company receiveddeclaration from the Independent Director confirming that he meets the criteria ofIndependence as prescribed both under the Act and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 with the Stock Exchange.
Mr. Jayesh Dadia and Ms. Urmila U. Nagarkar both director's retires by rotation andbeing eligible offer themselves for re-appointment. All the Directors of the Company areNon Executive Directors. None of the Director paid any remuneration or amount in any formexcept sitting fees for attending meetings of the Board/ Committee of the Board ofDirectors and conveyance expense for attending the meeting.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 an evaluation of its own performance has beencarried out by the Board. The same has been dealt with in the Corporate Governance Report.
Five Meetings of Board of Directors were held during the year. Details of dates ofmeeting attendance are given in Compliance Report on Corporate Governance.
16. Committee of Directors:
As required under various sections of the Companies Act 2013 and in Compliance of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 the Board has formedfollowing Committees of Directors: i. Audit Committee ii. Nomination & RemunerationCommittee iii. Stakeholder Relationship Committee iv. Risk management Committee Names ofthe Chairman and Members of each Committee number of meetings held and all other relevantdetails are given in Compliance Report on Corporate Governance.
17. Key Managerial Personnel:
To meet with the provisions of Section 203 of the Companies Act 2013 read with Rule 8of Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 followingKey Managerial Personnel are appointed by the Company.
i. Manager and CEO
Shri M. Sudalaikannu is appointed as a Manager of the Company under Companies Act 1956and is Chief Executive Offcer (C.E.O) of the Company.
ii. Chief Financial Offcer : Ms Rajeshree Parekh is appointed as Chief Financial Offcer(CFO) of the Company.
18. Details of policies and practices of the company being followed as required undervarious sections of Companies Act 2013:
Details of establishment of Vigil Mechanism (whistle Blower Policy) for Directors andEmployees Risk Management Policy and Prevention Prohibition Redressal Mechanism withregard to the sexual harassment of women and Remuneration Policy enclosed and the same isforming part of this report.
19. Particulars of Employees.
During the year no employee of the Company was in receipt of remuneration in excess ofRs. 6000000/-.
20. Particulars of loans guarantees or investments under section 186 of Companies Act2013:
Company or its Director on behalf of the Company has not given any loan or guaranteecovered under the provisions of Section 186 of the Companies Act 2013.
21. Compliance Report on Corporate Governance:
As a part of this Annual Report the report on compliance with SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 relating to Corporate Governanceis enclosed as Annexure IV. Information given in Corporate Governance Report is also formpart of Directors Report. Corporate Governance Compliance Certificate thereon fromstatutory Auditors of the Company is also enclosed.
22. Disclosure about Cost Audit:
Cost Audit is not applicable to your Company.
23. Issue of employees stock options:
No Stock option scheme was provided during year.
24. Significant and Material Orders
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
25. Transfer of Amounts to Investor Education and Protection Fund:
There is no amount required to be transferred to Investor Education and Protection Fundin accordance with the Section 205C of the Companies Act 1956 (1 of 1956)/ Section 125 ofthe Companies Act 2013 and rules made there under.
26. Material changes and commitments after the close of the financial year.
No material changes have occurred after the close of the financial year ended31.03.2016 till the date of Directors Report which would affect the financial position ofthe Company.
27. Joint Venture Subsidiaries and Holding companies.:
The Company has no holding subsidiaries and joint venture.
28. Listing with Stock Exchanges:
Details of Listing and Dematerialization are given in the Corporate Governance Report.
29. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134(5) of the Companies Act 2013 shall state that-a. In the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b. The directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period; c. The directors have taken proper and suffcient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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. Thedirectors have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively and f.The directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Directors wish to place on record their sincere appreciation to the Company'svalued shareholders and associates for their continued support to the Company. TheDirectors place on record their sincere gratitude and appreciation to the employees of theCompany for the hard work and commitment exhibited throughout the year.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||Jayesh Dadia |
|Date: 19th November 2016 ||DIRECTOR |