Your Directors present the Annual Report together with the Audited Accounts for theyear ended 31st March 2018.
|FINANCIAL RESULTS || || |
| || ||(in Rs. ) |
| ||2017-18 ||2016-17 |
|Loss before Depreciation Finance Costs Exceptional Items and Taxation ||(2744893) ||(2923257) |
|Less: Depreciation ||877988 ||950486 |
|Less: Finance Costs ||44 ||- |
|Loss before Exceptional Items and Tax ||(3622925) ||(3873743) |
|Add/(Less): Exceptional Items (net) ||(1504494) ||1605279 |
|Loss before Tax ||(5127419) ||(2268464) |
|Less : Earlier year taxes ||(793747) ||- |
|Loss after tax for the year ||(4333672) ||(2268464) |
In view of the losses your Directors regret their inability to propose any dividend.
Your Company has reported total income of Rs. 1725475/- and net loss after tax of Rs.4333672/- during the year ended 31st March 2018.
The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the balancesheet date.
LOANS GUARANTEES AND INVESTMENTS
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 (the Act) are given in the notes to the FinancialStatements.
Shri Shekhar R Singh Director of the Company who retires by rotation at the TwentiethAnnual General Meeting (AGM) and being eligible offer himself for reappointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Act andunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (theListing Regulations).
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration of the various aspects of theBoard's functioning composition of the Board and its committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non Independent Directors were carried out by theIndependent Directors. The Directors expressed their satisfaction with evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year under review four Board meetings were held. The details of themeetings are given in Corporate Governance Report which forms part of this Report.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment for Directors SeniorManagement and their remuneration. The details of this Policy are given in the CorporateGovernance Report which forms part of this Report.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for IndependentDirectors of the Company. The details of the programme are given in the CorporateGovernance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES
During the year there were no employees in the Company and therefore none of theemployee was in receipt of remuneration as prescribed in the Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The prescribedparticulars of Employees as required under Section 197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure III and forms a part of this Report.
At the Nineteenth Annual General Meeting of the Company held on 8th August 2017 M/s.K. M. Shah & Co. Chartered Accountants Mumbai were appointed as the StatutoryAuditors of the Company to hold the office from the conclusion of that AGM until theconclusion of the fifth consecutive AGM held thereafter (subject to ratification of theappointment by Members at every AGM held after this AGM).
The Companies Amendment Act 2017 read with Notification S.O. 1833(E) dated 7th May2018 has deleted the provisions of annual ratification of the appointment of auditor witheffective from 7th May 2018. Accordingly the annual ratification of the appointment ofM/s. K. M. Shah & Co. Chartered Accountants Mumbai as the Statutory Auditors of theCompany does not require the ratification and hold the office from the conclusion of thisAGM till the conclusion of Twenty Fourth AGM.
The Auditors have confirmed that they are not disqualified from continuing as theAuditors of the Company.
The Auditors have given an unmodified opinion(s) report on the financial statements forthe year under review.
As there was no production during the year 2017-2018 no cost audit required to becarried out.
A Secretarial Audit was conducted during the year in accordance with provisions ofSection 204 of the Act. The Secretarial Auditor's Report is attached as Annexure Iand forms part of this Report.
With regard to observations/remarks contained in Secretarial Audit Report Directorsstate that the Company does not have any major operation since long and no source of majorrevenue and on account of the same the Company is suffering losses continuously.Accordingly it was unable to attract the suitable talent to the position of KeyManagerial Personnel and Compliance Officer. The Company is law binding entity and isendeavor to take necessary steps to comply with the requirement of the Act and the ListingRegulations.
The Company has complied with the mandatory provisions of Corporate Governance asstipulated in the Listing Regulations. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134(5) of the Act and the ListingRegulations on the basis of information placed before them the Directors state that:
i. in the preparation of the annual accounts the applicable indian accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
ii. appropriate accounting policies have been selected and applied consistently andthe judgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2018 and theLoss of the Company for the said period; iii. proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and
vi. there is a proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and that the provisions of Section 188 of the Act are not attracted.Thus disclosure in form AOC-2 is not required. Further there are no materiallysignificant related party transactions made by the Company with Promoters and Directors orother designated persons which may have a potential conflict with the interest of theCompany at large.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance offraud and mismanagement if any. The details of the Policy are explained in the CorporateGovernance Report and are also available on the Company's website.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as
The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2018-19 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section 134(3)(m) of the Actread with Rule 8(3) of the Companies (Accounts) Rules 2014 with reference to Conservationof Energy and Technology Absorption. There was no foreign exchange earnings and outgoduring the year under review.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors place on record their appreciation for the assistance and supportextended by all government authorities financial institutions banks consultantssolicitors and shareholders of the Company.
| ||For and on behalf of the Board of Directors |
| ||Sabhapati G.Shukla |
| ||Shekhar R Singh |
|Mumbai 14th May 2018 ||Directors |