Your Directors are pleased to present the 24th Annual Report of the Company togetherwith the Audited Accounts for the financial year ended March 31 2018.
| || |
(Rs. In Lakhs)
|Particulars ||31.03.2018 ||31.03.2017 |
| ||Rs. ||Rs. |
|Total Revenue ||NIL ||NIL |
|Total Expenditure ||20.83 ||105.69 |
|Profit Before T ax || || |
|Provision for Taxation || || |
|1. Deferred Taxes (net) || || |
|2. Current Tax ||- ||- |
|Tax pertaining to earlier years || || |
|Profit / Loss Carried to Balance Sheet ||(20.83) ||(105.69) |
There is no income during the year 2017-18 (previous year NIL)
Though the Company has resolved all outstanding issues relating to the lenders and alsothe land owner during 2016-17 Phase II of "The Ferns" project could not betaken up due to adverse market conditions and lack of working capital.
No provision has been made for Dividend as there is no Revenue during the year at theCompany has incurred huge losses during the year.
TRANSFER TO GENERAL RESERVE
There is no transfer to General Reserve.
The paid up equity share capital as on 31st March 2018 was Rs.360.00 lakhs..During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity. The share holding of Directors as on 31stMarch 2018 are given in Corporate Governance report.
LISTING WITH STOCK EXCHANGES
The Company is up-to-date in the payment of annual listing fees to BSE on which itsshares/debentures are listed.
Cash and cash equivalents as at 31st March 2018 was Rs. 0.06 lakhs.
The Board consist of -
1) Mr.D.Sudhakara Reddy
3) Ms. Rukmini Roy Basu
The Board of Directors met on 4 occasions during this financial year. The details ofthe Board meeting are given in Corporate Governance report. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
AUDIT COMMITTEE MEETING (INCLUDE DETAILS OF ANY OTHER COMMITTEES IF APPLICABLE)
The Audit Committee consist of 3 Directors -
1) Mr.D.Sudhakara Reddy
3) Ms. Rukmini Roy Basu
The Audit Committee of the Company has met 4 times during this financial year. Thedetails of the Audit Committee meetings are given in Corporate Governance report.
Recommendations of Audit Committee were accepted by the Board.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Managerial PersonnelKey Managerial Personnel and their remuneration. The Nomination & Remuneration policyis stated in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders Relationship Committee in terms of Section178(5) of the Companies Act 2013 with Mr. D. Sudhakara Reddy as Chairman ManagingDirector Mrs. D. Deeptha Director as Members.
The Functions of the Committee include;
(a) Approval and monitoring of transfer transmission split and consolidation ofshares of the Company;
(b) Monitoring the Compliances with various statutory and regulatory requirement; and
(c) Redressal of grievances of the security holders of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to section177 (9) of the Companies Act 2013 and as per clause 49 of the listing agreement.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013
The Company has not accepted any fresh deposits from the public and there are nooutstanding dues in respect of the same .
DIRECTORS & KEY MANAGERIAL PERSONNEL:
i) Woman Directors
Ms. Rukmini Roy Basu
ii) Resignation/cessation of any Director - Nil
iii) Declaration from Independent Director on Annual Basis The Company has receivednecessary declaration from the Independent Director of the Company under Section 149(7) ofthe Companies Act 2013 that the Independent Director of the Company meet with thecriteria of her Independence laid down in Section 149(6) of the Act.
iv) Key Managerial Personnel
Mr. D. Sudhakara Reddy
v) Appointment of Manager' -
DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
The Independent Director of the Company has given her declaration under Section 149(6)of the Companies Act 2013 confirming that they are in compliance with the criteria aslaid down in the above said Section for being an Independent Director of the Company.
The Company has a familiarization program for Independent Director pursuant to Clause49 of the Listing Agreement. The same is dealt with in the Annual Report.
RATIO OF REMUNERATION TO EACH DIRECTOR
No employee was in receipt of remuneration exceeding Rs.500000/- p.m. orRs.6000000/- p.a. during the year under review.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the Companies Act 2013 and the clause 49 of the listing agreement theIndependent Director in their exclusive meeting held on 27/07/2018 did the evaluation onthe performance of Chairperson non-independent directors and the Board as a whole. Theyhave expressed overall satisfaction on such evaluation. The board expressed satisfactionwith the evaluation process. The performance evaluation of the Independent director wascompleted.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATION POSITIVE ATTRIBUTES INDEPENDENCE OF DIRECTOR:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS:
There is no payment made to non-executive Directors during the year.
PERFORMANCE OF SUBSIDIARY / JOINT VENTURE/ASSOCIATE COMPANIES:
The Company does not have any Subsidiary/ Joint Venture / Associate Company
RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION ENERGY CONSERVATION:
The particulars prescribed by the section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange are furnished below:
a) Conservation of Energy : The Company tries to conserve energy wherever possible
b) Technology Absorption : NIL
c) Foreign Exchange Earnings : NIL
M/s. AROORAN ASSOCIATES (Firm's Registration No.013968S) are the Statutory Auditors ofthe Company.
As per section 139 of the Companies Act 2013 their appointment needs to be ratified bythe share holders in every Annual General Meeting. Your directors recommend ratifyingtheir appointment at the forthcoming AGM.
There are no qualifications or adverse remarks mentioned in the Auditors' report. Thenotes to accounts forming part of financial statements are self-explanatory and needs nofurther clarification.
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 Mr.G.Naresh Practicing Company Secretary (C.P. No. 13129) Chennai to undertakethe Secretarial Audit of the Company. There is no secretarial audit qualification for theyear under review.
Internal audit exercise does not arise as there is no activity in the Company duringthe year under review.
COST AUDIT REPORT
Cost audit exercise does not arise as there is no activity in the Company during theyear under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industry structure as well as on the financial andoperational performance is contained in the 'management Discussion and 'Analysis Report 'that forms an integral part of this Report.
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges Report onCorporate Governance with Auditors' Certificate on compliance with conditions of CorporateGovernance have been annexed to this Report.
RELATED PARTY TRANSACTIONS:
There was no contract or arrangements made with related parties falling under Section188 ofthe Companies Act 2013 during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:NIL
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in form MGT 9 is enclosedherewith. And the Extract of Annual Return has been placed in the web site of the companyand web-link for the same is disclosed hereunder for reference as per provisions ofSection 92 Sub Section 3 of the Companies Act 2013
During the year under review your company enjoyed cordial relationship with workersand employees at all levels
CORPORATE SOCIAL RESPONSIBILITY NOT APPLICABLE
The Company has in place a risk management policy which lays down a vigorous and activeprocess for identification and mitigation for risks. The Policy has been adopted by theBoard of Directors of the Company and the Audit Committee reviews the risk management onthe mitigation plan from time to time.
INTERNAL CONTROL SYSTEMS
The Company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from unauthorised use or dispositionand that transactions are authorised recorded and reported correctly.
DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
During the year the company has not received any complaint under Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
1. In the preparation of the accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;
2. 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;
3. The Directors had 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;
4. The Directors have prepared the accounts for the financial year ended 31st March2018 on a 'going concern' basis.
5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company and its Directors wish to extend their sincere thanks to the Members of theCompany Executives Staff and workers at all levels for their continuous cooperation andassistance.