Your Directors present their Fifty Third Report of the Company together with theAudited Statement of Accounts for the financial year ended 31st March 2016.
01. FINANCIAL RESULTS:
| ||Rs. In Lakhs ||Rs. In Lakhs || |
|Particulars ||31/03/2016 ||31/03/2015 || |
|Total Revenue ||0.70 ||8.88 || |
|Total Expenses ||37.96 ||36.88 || |
|Profit (Loss) before Exceptional Extraordinary items and Tax ||(37.26) ||(28) || |
|Less: Exceptional Items ||- ||- || |
|Less: Extraordinary Items ||- ||- || |
|Profit before Tax || || || |
|Less: Current Tax || || || |
|Deferred Tax || || || |
|Profit /Loss After Tax ||( 33.95) ||(15.69) || |
2. Performance Management Discussion and Analysis.
The turnover of the Company compared to the previous year is less due to reduced demandfor long distance movement of agricultural produce and fertilizers by road and due todraught.
The performance for the current year is low due to drought & floods in many partsof the Country. The business was reduced comparatively and the operational expensesremained high; hence the loss.
The Board of Directors do not visualize upward results during the next Financial Yearbased on the operations for the last 3 months which is lower compared to previous year.
3. Dividend: The Directors do not propose any dividend due to loss incurred duringthe year.
4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.
The Provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared for previous years.
5. Fixed Deposits: During the period under review the Company has not accepted anyfixed deposit from the public. There are no deposits due for repayment after maturity.
6. Directors: Sri. Vilas Ganesh Rangnekar (Din-00801203) Director retires byrotation at the ensuring Annual General Meeting and being eligible offers himself forreappointment. The Board of Directors recommends his reappointment.
The Board of Directors has appointed Mrs.Savita Goel as woman Director with effect from26.10.2015.She retires at this meeting and eligible for reappointment.
The Board of Directors recommends her reappointment.
7. Material Changes and Commitment if any affecting the financial position of theCompany occurred between ends of the financial year to which this Financial Statementsrelate and the date of the report.
No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report.
8. Statement concerning Development and implementation of Risk Management Policy of thecompany.
The Company does not have any Risk Management Policy as the element of the riskthreatening the Company's existence is very minimal.
9. Particulars of loans guarantees or investments made under section 186 of theCompanies act 2013.
There was no loan guarantee or investment made by the Company under Section 186 of theCompanies Act 2013 during the year under review and hence the said provision is notapplicable.
10. Particulars of contracts or arrangements made with related parties.
There was no Contract or Arrangement made with related parties as defined under section188 of the Companies Act 2013 except as stated in the notes to account during the yearunder review.
11. Explanation or Comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports.
There was no a qualification reservation or adverse remark made by theAuditors/Practicing Company Secretary in their reports.
12. Extract of Annual Return.
Extract of Annual Return in Form MGT-9 is enclosed as Annexure - A to this report.
13. Number of board meetings conducted during the year under review.
The Company had Four Board meetings during the financial year under review.
14. Directors Responsibility Statement:
As required under Sec. 134(5) ofthe Companies Act 2013 your Directors confirm that:
i) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departure.
ii) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company at the end of the financial year and the financial resultsof the Company for that period.
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act of 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
iv) The Annual Accounts for the financial year has been prepared on a going concernbasis.
v) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. Subsidiaries Joint Ventures and Associate Company.
The company does not have any subsidiary/joint venture or an associate company.
16. Disclosure of composition of Audit Committee and providing vigil mechanism.
The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 is applicable to the Companyno report is due.
a. Buyback of securities.
The company has not bought back any of its securities during the year under review.
b. Sweat Equity.
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus shares
No Bonus Shares were issued during the year under review.
d. Employee stock option scheme.
The Company has not introduced or offered any Stock Option Scheme to the employees.
18. Details of policy developed and implemented by the Company on its Corporate SocialResponsibility initiatives.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
19. Company's policy relating to directors appointment payment of remuneration anddischarge of their duties :
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company.
20. Adequacy of Internal Financial Controls with reference to Financial Statements.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation was observed.
21. Details of Significant and Material Orders passed by the Regulators Courts andTribunals.
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
M/s. G.V Sunder and Co Chartered Accountants were appointed as Auditors of the Companyfor Four financial years w.e.f 2014-15 at the 52nd Annual General Meeting.Their appointment subject to ratification at the forth coming Annual General Meeting.
23. Dematerializations of Shares:
65.7% of the total shares of the Company have been dematerialized as on 31/03/2016.
Members holding shares in physical form are advised to dematerialise their shares totrade and hold the equity shares in electronic form for convenience.
Prevention Of Insider Trading: The Company has adopted a Code of Conduct for Preventionof Insider Trading with a view to regulate trading in securities by the Directors anddesignated employees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Compan and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
24. Listing of Shares: The Company's shares listed on Bangalore Stock ExchangeLimited has been transferred to Dissemination Board consequent to the closure ofBangalore Stock Exchange. The shareholders who like to transact the Company's shares maydo so through Bombay Stock Exchange. The listing fee for Bombay Stock Exchange has beenfor the financial year 2016-17 has been paid.
The ISIN No:INE-385F01013.
E-Voting: On the above subject the Directors report that:
a. The shares have to be dematted to an extent not less than 75%. The dematerializationhas not taken effect substantially in this company and the shareholding pattern is notencouraging Demat.
b. We have informed by way of note in our previous annual reports for demat in thenotice of the AGM and also for furnishing e-mail addresses of shareholders. Email addressis one of the prime requirements to adopt E-voting.
NSDL has been appointed to organize electronic voting/e-voting necessary instructionsissued by them on due course.
25. Conservation of energy technology absorption foreign exchange earnings and outgo:
The statement pursuant to Section 134 (M) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 are not applicable to the Company.
26. Secretarial Audit :
Pursuant to the provisions of the Companies Act 2013 read with relevant Rules madethereunder a Secretarial Audit was conducted by Mr. R.C Venkatesh Rao a PracticingCompany Secretary-FCS 2282. The Secretarial Audit Report for the financial year endedMarch 31 2016 is annexed to the Board's Report.
27. Corporate Social Responsibility (CSR) :
The provisions of Section 135 pertaining to the Corporate Social Responsibility is notapply to the Company.
28. Declaration of Independent directors :
The Company has received declarations from Independent directors as mentioned insub-section (6) of section 149 of the Companies Act 2013.
29. Corporate Governance :
The Company strives to ensure good in Corporate Governance and levels of transparencywith all the provisions of Clause-49 of the Listing Agreement. A certificate from theSecretarial Auditor to this effect forms part of Corporate Governance Report.
30. Internal Complaint Committee under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal ) Act 2013 :
The Company has formed Internal Complaint Committee under Sexual Harassment of Women aWorkplace (Prevention Prohibition and Redressal) Act 2013 and no complaint was receivedduring the year 2015-16.
31. Statutory Disclosures :
None of the Directors of your Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Your Directors wish to place on record their appreciation for the support andco-operation extended by all customers bankers Government authorities stakeholders andbusiness associates.
| ||For and on behalf of the Board of Directors |
|Place: Ramanagara || |
|Date: 27/05/2016 ||NARENDRA GOEL |
| ||Chairman of the Meeting |
| ||(DIN No. : 00327187) |