The Members of the Company
The Directors present the Annual Report on the business and operations of your companyfor the year 2017-2018.
| || |
(Rs. in Lakhs)
|Particulars ||2017-18 ||2016-17 |
|Income from Operations ||19.51 ||20.66 |
|Profit (Loss) before Extra-Ordinary Items ||3.91 ||2.06 |
|Profit/(Loss) before depreciation ||4.24 ||2.40 |
|Depreciation ||0.33 ||0.34 |
|Profits before Tax ||3.91 ||2.06 |
|Provision for Income Tax ||1.02 ||1.82 |
|Profit after Tax ||2.89 ||0.24 |
|Balance Brought Forward ||(47.15) ||(47.39) |
|Balance Carried to Balance sheet ||(44.26) ||(47.15) |
In view of brought forwarded losses the directors regret their inability to declare thedividend to conserve the resources.
REVIEW OF PERFORMANCE:
The company is taking various initiatives for new business. The Directors are exploringthe business avenues in the field of Real Estate and fund & Non-fund basedactivities.
The Company is exposed to interest rate fluctuations in the market. It uses a judiciousmix of interest rates with stipulated parameters to mitigate the interest-rate risk. Thisalso helps to have a judicious blended interest rate with a prime focus on the safeguardof Company's funds.
The financial statements of the Company prepared in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015duly audited by Statutory Auditors also forms part of this Annual Report.
The detail forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of Companies Act 2013 is marked as Annexure-A which is annexed heretoand forms part of the Directors ' Report.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Ashok Chhajed Director the retiring director barringdisqualified pursuant to observation received from the Company Secretary wide his letterdated 5th June 2018 is not being eligible for reappointment. and therefore directors beauthorised to appoint a suitable person in-absentia as Executive Director of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
Sumit Saurabh and Shri Vikram Singh Bhati both is Independent Director on the board ofthe Company. The Company has received declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder the Companies Act 2013 and clause 49 ofListingAgreement with the Stock Exchange.
PARTICULARS OFLOANS GUARANTEES ORINVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company has not accepted deposits during the year under review from publicfalling within the ambit of Section 73 of the Act and the Rules framed there under.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
No significant and material order has been passed by the regulators court tribunalsimpacting the going concern status and Company's operations in future.
INTERNAL CONTROL AND SYSTEMS
The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the Company's resources accuracy in financial reporting and due complianceof statutes and corporate policies and procedures. Internal Audit is conductedperiodically by a firm of Chartered Accountants who verify and report on the efficiencyand effectiveness of internal controls. The adequacy of internal control systems arereviewed by the Audit Committee & Board in its periodical meetings.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has robust and comprehensive Internal Financial Control system commensuratewith the size scale and complexity of its operations. The system encompasses the majorprocesses to ensure reliability of financial reporting compliance with policiesprocedures laws and regulations safeguarding of assets and economical and efficient useof resources.
The policies and procedures adopted by the company to ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy and completeness of the records and the timely preparationof reliable financial information.
The Internal Auditors and the Management continuously monitors the efficacy of InternalFinancial Control system with the objective of providing to the Audit Committee and theBoard of Directors an effectiveness of the organisation's risk management with regard tothe Internal Financial Control system. Audit Committee meets regularly to review reportssubmitted by the internal auditors. The Audit Committee also meet the Company's StatutoryAuditors to ascertain their views on the financial statement including the financialreporting system and compliance to accounting policies and procedures followed by theCompany.
VIGIL MECHANISM/WHISTLE BLOWERPOLICY
In compliance with the provision of Section 177(9) of the Companies Act 2013 andclause 49 of the Listing Agreement the Company has framed a Vigil Mechanism/WhistleBlower Policy to deal with unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy if any. The Vigil Mechanism/ WhistleBlower Policy have also been uploaded on the website of the Company.
Auditors & Auditor's Report:
M/s J P J Associates LLP Chartered Accountants the Statutory auditors of the companyhave expressed their un-willingness to the effect that their re-appointment Thereforemembers are requested to appoint M/s Agarwal Desai & Shah Chartered Accountants asauditors of the company.
The statement on impact of Audit Qualifications (for audit report with modified opinionsubmitted along with the Annual Audited Financial Results- Standalone )under Regulation33/52 of the SEBI ( L O D R) ( Amendment) Regulations 2016 as referred to in theAuditors' Report along with the Management Views are self-explanatory and therefore donot call for any further comments.
Pursuant to the provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s M.S. KAYAMKHANI & ASSOCIATES Practicing Company Secretaries .to conductSecretarial Audit of the Company for the Financial Year 2017-18. The secretarial AuditReport for the Financial Year ended 31st March 2018 is annexed herewith and marked asAnnexure-B The Report is self-explanatory and do not call for any further comments.
PARTICULARS OF EMPLOYEES:
There is no employee having remuneration in accordance with the provisions of section197(12) of the companies Act 2013 read with Rule 5(2) and 5(3) of the companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In terms of clause 49 of the listing agreement with the stock exchange Managementdiscussion & analysis report is enclosed and forms part of the report.
Report on corporate governance in compliance with listing agreement is being notapplicable to the Company under Regulation 27(2) of SEBI (LODR) Regulations 2015.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The policy has set guidelineson the Redressal and enquiry process that is to be followed by complainants and the ICCwhilst dealing with issues related to sexual harassment at the work place towards anywomen employees. All women employees (permanent temporary contractual and trainees) arecovered under this policy. All employees are treated with dignity with a view to maintaina work environment free of sexual harassment whether physical verbal or psychological.The Policy has also been uploaded on the website of the Company.
The following is a summary of sexual harassment issues raised attended and dispensedduring the year 2017-18:
- No. of complaints received: Nil-
- No. of complaints disposed off: Nil
- No. of cases pending for more than 90 days: Nil
- Nature of action taken by the employer or District Officer: Nil
RELATED PARTY TRANSCATION:
All transactions entered with Related Parties during the financial year were on anarm's length basis and were in the ordinary course of business and the provision ofSection 188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2is not required. Further there are no materially significant related party transactionsduring the year under review made by the Company with promoters Directors Key Managerialpersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus of the Audit Committee is obtained for the transactions which are of aforeseen and repetitive nature. The transactions which entered into pursuant to theomnibus approval so granted along with a statement giving details of all related partytransactions is placed before the Audit Committee.
Pursuant to the provision of the Companies Act 2013 and Listing Agreement the Boardhas carried out an annual evaluation of its own performance the Directors individually aswell as the evaluation of the working of various committees. The Directors also carriedout the evaluation of the chairman and the non- independent Directors
CRITERIA FOR EVALUATION OF DIRECTOR
For the purpose of proper evaluation the Directors of the Company have been dividedinto 3 (three) Categories i.e. Independent Non-Independent & Non-executive andExecutive.
The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievement understanding and awarenessmotivation/commitment/diligence integrity/ethics/values and openness/receptivity.
As required u/s 134(3) (c) of the companies Act 2013 your director confirms that inthe preparation of the annual accounts:
1) The applicable accounting standards have been followed along with proper explanationrelating to material departures.
2) Such accounting policies have been selected and applied consistently and reasonableand prudent judgments and estimates made so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and the profit/loss of thecompany for that period.
3) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with provisions of this act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities.
4) The annual accounts for the year ended 31st March 2018 have been prepared on agoing concern basis.
5) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
6) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
As required under rule 8 (3) of Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy Technology absorption and the foreign exchangeearnings and outgo are Nil.
The securities of the company are listed with the Stock Exchange Mumbai. The companyhas paid the annual listing fees.
CASH FLOW STATEMENT
In conformity with the provision of the Companies Act 2013 and Listing Agreement(s)the cash flow statement for the year ended 31 st March 2018 is annexed hereto.
Statement in this report particularly those which relate to Management Discussion& Analysis describing the Company's objectives projections estimates expectationsor predictions may be forward looking statements within the meaning of applicable law orregulation. Actual results could however differ materially from those expressed orimplied. Important factors that could make a difference to the Company's operation includeglobal and domestic demand-supply conditions finished goods prices raw materials andfuels cost & availability transportation costs change in government regulations andtax structure economic developments within India and the countries with which the Companyhas business contacts and other factors such as litigation and industrial relations.
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:
a) Issue of equity shares with differential rights as to dividend voting or otherwise.
b) No significant or material orders were passed by the Regulators Courts or Tribunalswhich impact the going concern status and Company's operations in future.
c) The Auditors have not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.
| ||For & on behalf of the Board of Directors |
|Place: Mumbai || |
| ||Renu Jain |
|Date: 16th July 2018 ||Director DIN:00094290 |