TO THE SHARE HOLDERS
Your Directors have pleasure in presenting their report together with the auditedBalance sheet as at 31st March 2017 and Statement of Profit & Loss for theyear ended on that date.
FINANCIAL SUMMARY / STATE OF AFFAIRS:
|S. No. ||Particulars ||2016-2017 (Rs.) ||2015-2016 (Rs.) |
|1. ||Gross Income ||8336029.65 ||7343298.76 |
|2. ||Profit Before Interest and Depreciation ||6625114.64 ||6359419.41 |
|3 ||Profit Before Tax ||6625114.64 ||6359419.41 |
|4 ||Tax Expense ||2311352.00 ||2450000.00 |
|5 ||Profit After tax ||4313762.64 ||3909419.41 |
|6. ||Transfer to Statutory Reserve as per RBI Guidelines ||880000.00 ||785000.00 |
|7. ||Proposed Dividend on Equity Shares ||NIL ||NIL |
|7. ||Balance Brought forward from Balance Sheet ||43729289.76 ||40604870.35 |
|8. ||Balance carried forward to Balance Sheet ||47163052.40 ||43729289.76 |
Revenue from Operation for financial Year 2016-2017 at Rs. 8336029.65 was higher by13.52 % over last year Rs. 7343298.76 Profit Before Tax for Financial Year 2016-2017 Rs.6625114.64 was higher by 4.18% over last year Rs. 6359419.41
In view of inadequate profit Company has not declare any dividend.
Transfer to Reserve
During the Financial Year ended 31st March 2017 the Company has transferreda sum of Rs. 880000/- towards reserve under Section 45-IC of the RBI Act 1934.
The Company is a Subsidairy of M/s Ultraplus Housing Estate Private Limited. UltraplusHousing Estate Private Limited holds 6869620 shares aggregating to 54.123% in theCompany.
Material Changes and Commitments
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which these financialstatements relate to and that of this report.
Directors and KMP
Re appointments:- As per the provisions of the Companies Act 2013 Smt. Anny Jain Director of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible seeks re-appointments. The Board recommends her re- appointments.
The Company has received necessary declarations from each independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of Independence laiddown in Section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligation and Disclosure requirements) Regulation 2015.
Pursuant to Provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. Binod Chand Kankaria Managing Director Mr. ArindamLaha CFO and Mrs. Hetal C Gudgud Company Secretary.
The Board of Directors has carried out an annual Evaluation of its own performanceboard Committees and individual Director pursuant to provisions to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations")
The performance of the Board was evaluated by board after seeking inputs from all theDirectors on the basis of the criteria such as the board composition and Structureeffectiveness of the board processes information and functioning etc.
The performance of the Committee was evaluated by the board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committee effectiveness of Committee meetings etc.
The Board and nomination and remuneration committee reviewed the performance of theindividual directors on the basis of criteria such as the contribution of the Individualdirector to the board and committee meeting like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of Chairman was evaluatedtaking into account the views of Executive and Non executive Directors. The same wasdiscussed in the board meeting that followed the meeting of the Independent Directors atwhich the performance of the Board its committee and individual directors was alsodiscussed. Performance Evaluation of Independent Directors was done by entire boardexcluding the Independent Director being evaluated.
Policy on Director's appointment and remuneration
Pursuant to the provision of Section 178 of the Act the company has formulated andadopted policy on selection of Directors and Remuneration policy which are discussed onour website.
Director Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
Remuneration to the Directors/KMP
|Sr No. ||Names ||Designation ||Remuneration in 2016- 2017 (Amount in Rs.) ||Remuneration in 2015-16 (Amount in Rs.) |
|1 ||Mr. Binod Chand Kankaria ||Managing Director ||120000 ||120000 |
|2 ||Ms. Anny Jain ||CS (KMP) ||- ||8000 |
|3. ||Ms. Hetal C Gudgud ||CS (KMP) ||252000 ||72000 |
|4 ||Mr. Arindam Laha ||CFO (KMP) ||104000 ||60000 |
Managerial Remuneration and Particular of Employee
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Employeesof the Company are given in Annexure -1 forming part of this report.
We have not accepted any Deposits and as such no amount of Principle and Interest wasoutstanding as of Balance sheet date.
Management Discussion and Analysis Report
In terms of Regulations 34 of Securities and Exchange Board of India (ListingObligation and Disclosure requirements) Regulation 2015 the management Discussion andAnalysis report is set out in this report.
Listing with Stock Exchanges
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE (Scrip Code 538611) where the Company's share are listed.
Dematerialisation of shares
8351870 of the Company's paid up Equity share Capital is in dematerialised form as on31/03/2017 and the balance are in physical form. The Company's registrar are M/s NicheTechnologies Private Limited having their registered office at D-511 Bagree Market 5thFloor 71 B R B Basu Road Kolkata-700001.
Number of Board Meetings :
The Board of Directors duly met seven times during the financial year from 1st April2016 to 31st March 2017. The maximum Interval between any two Meetings did not exceed 120Days as prescribed in Companies Act 2013.
Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ottribunal impacting the going concern status and Company's operations in future.
Internal Financial Control and its adequacy
The detail in respect of Internal Financial Control and their adequacy are included inthe Management and Discussion Analysis report which forms part of the financialStatements.
The details pertaining to Composition of Audit Committee are included in CorporateGovernance Report which forms part of this report.
Extracts of Annual Return
The details forming part of the Extract of the Annual Return in form MGT-9 is appendedas Annexure 2.
At the Annual General Meeting held on September 27 2014 the Auditors M/s Ashok KumarNatwarlal and Co. Chartered Accountants Kolkata were appointed as Auditor of the Companyto hold office till the conclusion of Annual General Meeting to be held in the calendaryear 2017. Management is in the process of appointing the new Auditor for year from theconclusion of Annual General Meeting to be held in the year 2017 to the conclusion ofAnnual General Meeting to be held in the year 2022 which will be approved in the BoardMeeting subject to the approval of Shareholders in the Annual General Meeting.
M/s A L & Associates practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the Year 2016-2017 forms part of Annual report and isappended in Annexure 3
Auditors's Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015the auditors' certificate on Corporate governance is enclosed as Annexure to the BoardReport.
Auditor's Report and Secretarial Auditor's Report
The Auditor's report and Secretarial Auditor's report does not contain anyqualifications reservations or adverse remark.
Pursuant to Regulation 34 of the listing Regulation read with Schedule V to the saidregulations a Corporate Governance report has been annexed as part of Annual report alongwith Auditor's Certificate.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Information required under Section 134(3)(m) of the Companies Act 2013 read with rule8 of the Companies (Accounts) Rules 2014 is not applicable to the Company.
Particulars of Employees
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attachedin the report.
Corporate Social Responsibility
In terms of Section 135 and Schedule VII of the Companies Act 2013 the Company doesnot fulfill the requirement of Net Worth Turnover and Net Profit that invoke theprovisions for Corporate Social Responsibility.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 avigil Mechanism for Directors and Employee to report genuine concerns has beenestablished.
Related Party Transactions
Related Party Transactions that were entered during the financial year were on Arm'slength basis and were in the ordinary course of Business. Details of which are disclosedin Notes to Accounts.
Particulars of Loans Guarantees or Investments
The Company being a Non Banking Finance Company is engaged in Making Investment andProviding Loans and Advances.
As per Regulations 34 of the SEBI Listing Regulations Business responsibility Reportis not applicable for the company.
Disclosure under Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013
Your company is committed to creating and maintaining a secure work environment whereits employee customers Vendors etc can work and pursue business together in anatmosphere free of Harassment exploitation and intidimation. To empower women andprotect woman against Sexual harassment a policy for prevention of Sexual harassment hasbeen rolled out . The policy allows employees to report sexual harassment at the workplace.
Migration to IND AS
As per the Directions issued by Ministry of Corporate Affairs the companies and theirauditors shall comply with Indian Accounting standars for the accounting periods beginningon or after 1st April 2017 with comparatives for the periods ending on 31stMarch 2017 for companies whose equity or debt securities are listed or in the process ofbeing listed on any stock exchange in india or outside india and having networth of lessthan Rs. 500 Crores. Management is in the process of migrating to Indian AccountingStandards.
Directors deeply acknowledge the trust and confidence you have placed in the company.Director would also like to thank all its Banker Customer Vendors and Shareholders fortheir Continued support to the Company. In specific the Board would also record itssincere appreciation of the Commitment and Contribution made by all employees of theCompany.
The statement forming part of Director's report may contain certain forward lookingremarks within the meaning of applicable Securities Law and regulations. Many factorscould cause the actual results performance or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
|Kolkata ||BY ORDER OF THE BOARD |
|Date:- 30.05.2017 ||BINOD CHAND KANKARIA |
| ||MANAGING DIRECTOR |
| ||DIN: 00389251 |