Your Directors have pleasure in presenting the 39th Annual Report along with theAudited Statement of Accounts of the Company for the financial year ended 31st March2018.
|FINANCIAL RESULTS || ||(Rs. in Lakhs) |
|Particulars ||31st March 2018 ||31st March 2017 |
|Profit before tax ||12.57 ||13.72 |
|Less: Tax Expense ||3.15 ||4.46 |
|Profit after tax ||9.42 ||9.26 |
|Add: Balance brought forward from previous year ||42.28 ||34.87 |
|Balance available for appropriation ||51.70 ||44.13 |
|Appropriations: || || |
|Transfer to Statutory Reserve u/s 45IC of RBI Act ||1.88 ||1.85 |
|Balance carried to Balance Sheet ||49.82 ||42.28 |
With a view to conserve resources for growth of Company the Board recommends nodividend for the year ended 31st March 2018.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
The Company is registered with Reserve Bank of India as a Non-Deposit takingNon-Banking Financial Company. The Company has neither invited nor accepted/renewed anydeposits from the public within the meaning of Chapter V of Companies Act 2013 or extantregulations of the Reserve Bank of India during the year under review.
During the year there has been no change in the capital base of the Company whichcomprises of 7500000 Equity Shares of Rs.10/-each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status of the Company's operationsin future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of section 152 of the Companies Act 2013 Mr. ManojSethia (DIN:00585491)retires by rotation from the Board of Directors of the Company at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.
Mr. Manoj Kumar Chetani (DIN: 02935980) an Independent Director has resigned from thedirectorship of the Company w.e.f 15th February 2018. The Board places on record theirappreciation for contribution and services rendered by Mr. Manoj Kumar Chetani during histenure as Independent Director.
Additional information pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of Director seeking re-appointment is given inthe Notice convening Annual General Meeting Notice of the Company.
None of the Directors of the Company is disqualified for being appointed as a Directorunder section 164(2) of the Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director ofthe Company under section 149(7) of Companies Act 2013 that they meet the criteria ofIndependence as laid down under the provisions of subsection (6) of section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiaries Joint Ventures and Associate Company during the financialyear 2017-18 under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:
a) In the preparation of the Annual Accounts for the year ended 31st March 2018 theapplicable accounting standards had been followed along with the proper explanationrelating to material departures if any;
b) That such accounting policies have been selected as mentioned in the Notes toFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2018 and of the profit of the Company for the year ended onthat date;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of Company and for preventing and detecting fraud and other irregularities;
d) that annual accounts have been prepared for the financial year ended 31st March2018 on 'going concern' basis;
e) that proper internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively ;
f) that proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS AND AUDIT REPORT
M/s. V. Goyal & Associates. Chartered Accountants Statutory Auditors of theCompany were re-appointed by the shareholders at thirty eighth Annual General Meeting forfurther period of five years till conclusion of 43rd Annual General Meeting to bescheduled in 2022. They have confirmed their eligibility and are not disqualified to actas auditors of the Company.
The observations made by the auditor's in the Auditors' Report are self explanatory anddo not contain any qualification or any adverse remarks and therefore need no furtherclarifications or any further explanations as required under sub-section (3) of section134 of Companies Act 2013.
In compliances with provisions of Section 204 and other applicable provisions ofCompanies Act 2013 a Secretarial Audit was conducted during the year by SecretarialAuditors M/s Jaiswal A & Co. The Secretarial Auditor's Report for the financial yearended 31st March 2018 is attached as Annexure-A and form part of this report.There are no qualifications or observations or remarks made by the Secretarial Auditors intheir Audit Report.
The Company complies with all applicable Secretarial Standard.
There was no fraud reported by Auditors of the Company under Section 143 (12) of theCompanies Act 2013 to the Audit Committee or Board of Directors during the year underreview.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. The details ofvarious Board Meetings are provided in the Corporate Governance Report of this AnnualReport.
Transparency is the cornerstone of your Company's philosophy and all requirements ofCorporate Governance are adhered to both in letter and spirit. All the Committees of theBoard of Directors meets at regular intervals as required in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Your Board of Directors hastaken all the necessary steps to ensure compliances with all statutory requirements. TheDirectors and Key Managerial Personnel of your Company have complied with the approvedcode of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as a separatesection forming part of the Annual Report. The Auditors' Certificate on compliance withCorporate Governance Requirements is also attached to this report.