To the Members
Your Directors are pleased to present the Twenty Sixth Annual Report and AuditedAccounts for the financial year ended 31st March 2018.
(Rs- In Lakhs)
| ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Revenue From Operations ||61.97 ||32.65 |
|Other Income ||- ||- |
|Total Income from Operations ||61.97 ||32.65 |
|EBIDTA ||4.70 ||5.99 |
|Less: Depreciation ||- ||0.03 |
|Interest ||- ||0.28 |
|Taxation ||0.82 ||1.07 |
|Profit After Tax ||3.88 ||4.61 |
In view of the accumulated losses no dividend is recommended for the year underreview.
III. PERFORMANCE REVIEW
For the financial year under review the company has attained a net profit of Rs.387807/- as against net profit Rs. 461451/- in previous year. Despite volatility inthe capital market and global outlook the company is able to make a marginal profitduring the year under operations.
IV. PREFERENTIAL ISSUE
As on March 312018 the networth of our company is Rs. 111.22 lakhs. In order to meetthe RBI criteria your Company proposes to issue 334000 equity shares at a price of Rs.30/- per share including premium of Rs 20/ -per equity share aggregating to Rs.100.20lakhs under the preferential issue to Promoter/Promoter group thereby enhancing thenetworth to Rs. 211.42 lakhs.
Necessary Resolution is sent through notice for approval of the members in ensuing AGM.
V. SUBSIDIARIES AND JOINT VENTURES
The Company has no Subsidiary or Joint Venture.
VI. RISK AND CONCERNS
Company's performance is closely linked to Indian Capital Market & risks associatedwith market operations. The value of company's investments may be affected generally byfactors affecting capital markets such as price and volume volatility interest ratescurrency exchange rates foreign investment changes in government policy politicaleconomic or other developments and the overall economic scenario. Company believes thatthe long term growth stories of India remains intact though there would be several shortterm upheavals like weakening of global sentiments balance of payment and interest ratesetc. Though these are softening in recent times and are expected to continue with the sametrend which would augurs well for the country. Our performance in the next fiscal year2018-19 is subject to some of these factors on the Indian Capital Market.
VII. RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through risk response strategies andmitigating actions. All risks including investments are reviewed in the meetings of theBoard of Directors. Risks related to operations compliances & systems are reviewed indetail by the Audit Committee.
The primary segment of the company is investment in capital market & alliedservices.
IX. INTERNAL CONTROL SYSTEMS AND ADEQUACY
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
X. CAUTIONARY STATEMENT
The statement in the Board Report and Management's Discussion & Analysis reportreflects Company's objectives expectations or predictions may be forward lookingstatement that involves risks and uncertainty. The company undertakes no obligation topublicly update or revise any forward looking statements whether as a result of newinformation future events or otherwise. Actual results performance or achievementscould differ materially from those expressed or implied in such forward-lookingstatements. Readers are cautioned not to place undue reliance on these forward lookingstatements that speak only of the expectations as on the date.
Shri. Rameshwar Dayal Goyal DIN - 00184667 Director of the company retires byrotation at the forthcoming Annual General Meeting in accordance with the provisions ofthe Companies Act 2013 and being eligible offer himself for the re-appointment.
XII. LISTING ON STOCK EXCHANGE
The Company shares are listed on the Bombay Stock Exchange Limited BSE and the Companyhas paid the listing fees for the Financial Year 2018-19. The shares of the Company aretraded at The Bombay Stock Exchange (BSE) having nationwide terminals.
XIII. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
i. That in the preparation of the accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and of the profit or loss of the Company for the year under review;
iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. That the Directors have prepared the accounts for the financial year ended 31stMarch 2018 on 'going concern' basis.
v. That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi. That the Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.
XIV. CORPORATE GOVERNANCE
This Clause is not applicable to the company since the paid up share capital of theCompany is not exceeding Rs. 10.00 crores and Net worth not exceeding Rs. 25.00 crores ason the last day of the financial year ended 31/03/2018.
XV. PARTICULARS OF EMPLOYEES
During the financial year the Company had no employees on Company's rolls in receiptof remuneration attracting the provisions of section 197(12) of Companies Act 2013 readwith Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
XVI. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and the employees of the Company.
XVII. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC.
The Board has nothing to report under this head as the Company is in the FinancialSector. However the company is taking adequate steps to see that the energy used by thecompany is the minimum under the given circumstances
The Company has not accepted any deposit during the current financial year.
1) Statutory Auditors
M/s. B.K.G & Associates Chartered Accountants (Firm Registration No.114852W)theStatutory Auditor of the company hold office for a term of five years beginning from theconclusion of the 25th AGM till the Conclusion of the 30th AGM subject to them ratifyingthe said appointment at every AGM.
The company has received a confirmation from M/s B.K.G. & Associates CharteredAccountants to the effect that their appointment if made at the ensuing AGM would be interms of section 139 and 141 of the Companies Act 2013 and rules made thereunder. Theboard proposes to the member to ratify the said appointment of M/s B.K.G. &Associates Chartered Accountants.
2) Cost Auditors
Being a finance Company it is not applicable.
3) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M.S. Kayamkhani & Associates Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed asAnnexure 1.
The Secretarial Auditors have not made any adverse comments or given any qualificationreservation or adverse remarks of disclaimer in their Audit Report.
XX. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such control was tested and no reportable materialweakness in the design or operation was observed.
XXI. RELATED PARTY TRANSACTIONS
There are materially no related party transactions made by the Company during the year.
XXII. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements
XXIII. RISK MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures.
XXIV. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 read along withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company is notrequired to form a Corporate Social Responsibility Committee.
XXV. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as required as required under section 92 (3) of theAct in form MGT- 9 is annexed as Annexure 2.
XXVI. REPORT ON MANAGEMENT DISCUSSION ANALYSIS
As required under the listing agreement with stock Exchanges ("ListingAgreement") Management discussion and analysis is annexed as Annexure 3.
XXVII. AUDITORS REPORT
There are no qualifications reservations or adverse remarks or disclaimers made by theAuditors in their report on the Financial Statements of the Company for the Financial Yearended 31st March 2018
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future.
5. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Woman at Workplace (Prevention prohibition andRedressal) Act 2013
Your Directors acknowledge with gratitude and wish to place on record theirappreciation for the support and cooperation received by the Company from its Bankersshareholders and employees and look forward to their continued support.
For & on behalf of the Board
|Place : Mumbai || |
|Date : 30th May 2018 ||D.K.Goyal |
| ||DIN 00180212 |
| ||(Chairman) |