The Directors present the Annual report on the business and operations of yourCompany for the year 2017-18.
1. Financial Results and Operational Review
FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
| ||(Rs.) ||(Rs.) |
|Gross Sales/Income ||165553 ||62910 |
|Less Depreciation ||0 ||0 |
|Profit/(Loss) before Tax ||24101 ||(11085) |
|Taxes/Deferred Taxes ||Nil ||Nil |
|Profit/(Loss) After Taxes ||24101 ||(11085) |
|P& L Balance b/f ||(18446632) ||(18435547) |
|Profit/ (Loss) carried to Balance Sheet ||(18430318) ||(18446632) |
Above mentioned figures were derived from audited Balance Sheet for the financial yearended on 31st March 2018.
2. Brief description of the Companys working during the year/State ofCompanys affair
During the year under review the Company has earned income of Rs.165553 as comparedto Rs. 62910 of previous year. The Company has made profit of Rs. 24101 as compared lossof Rs. 11085. Efforts were being made to improve the performance of the Company.
3. Change in the nature of business:
The Company has not changed its main object during the year under review.
Since the Company has made Losses the directors are unable to recommend any dividendduring the year under review.
The Board of Directors of the company has not proposed any amount to carry to anyreserves.
6. Change of Name
The Company has not changed its name during the year under review.
7. Share Capital
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any shares with differential rights during the year underreview.
ISSUE OF SWEAT EQUITY SHARE
The company has not issued any sweat equity shares during the year under review.
8. Directors and Key Managerial Personnel
Ms. Varsha Kishorkumar Vakharia Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer themselves for reappointment. No other changestaken place in the Composition of Directors during the year under review.
9. Particulars of Employees
The provisions of Rule 5(2) & (3) of the Companies (Appointment & remunerationof Managerial Personnel) Rules 2014 requiring particulars of Employees in receipt ofremuneration in excess of Rs. 102 lacs per year to be disclosed in the Report of Board ofDirector are not applicable to the company as none of the Employees was in receipt ofremuneration in excess of Rs. 102 lacs during the financial year 2017-18.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five (5) Board Meetings and four Audit Committee meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
11. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
12. Remuneration Policy
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.
13. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no any Subsidiary/Joint Ventures/Associate Companies during the yearunder review. Hence details for the same are not required to mention.
The Auditors M/s P. Dalal & Co. Chartered Accountant Ahmedabad retire at theensuing Annual General Meeting and being eligible; offer themselves for reappointment fora period of one year from the conclusion of this Annual General Meeting [AGM] till theconclusion of next AGM.
15. Auditors Report
The Auditors Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Preeti JainPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as ANNEXURE I to this report.
Reply for qualification Remark in Secretarial Audit Report:
1. Promoter holding of the Company is not in demat form as required under Regulation31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thecompany noted the same and the Company and instructed respective promoters so as toachieve 100% promoter holding in demat form and comply with the requirement of abovementioned regulation.
2. Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and also submitted to Bombay Stock Exchange.
3. The Company is in process of appointment of Chief Financial Officer and CompanySecretary as Key Managerial Person of the Company as required under section 203 ofCompanies Act 2013.
17. Internal Audit & Controls
Though the Company has not appointed any chartered accountant as internal auditor theaccounting and other system have been designed in such a manner that review of entireprocess for safeguarding the assets of the company its operational efficiencyeffectiveness of the systems are taken care of properly. Moreover it is to be noted thatthe quantum of the day to day transactions as well as turnover are of small size andhence internal auditor have not been appointed.
18. Issue of employee stock options
The company has not issued any employee stock options during the year under review.
19. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Company has a vigil mechanism named Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The details of the Whistle Blower Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany.
Risk management policy
Risk management is embedded in your companys operating framework. Your companybelieves that managing risk helps in maximizing returns. The companys approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks:
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Companysreputation for quality product differentiation and service coupled with existence ofpowerful brand image with robust marketing network mitigation the impact the impact ofprice risk on finished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
20. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 as a part of this Annual Report as
ANNEXURE II .
21. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There is no any Material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report.
22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future
The company has not obtained any order passed by the regulators or courts or tribunalsimpacting the going concern status and companys operations in future.
23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.
Your Company has not accepted / renewed any deposits from the public/share holdersduring the year under review.
25. Particulars of loans guarantees or investments under section 186
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.
26. Particulars of contracts or arrangements with related parties:
The company has not entered into any contracts or arrangements with related partiesduring the year under review.
27. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 shall be annexed with the report.
28. Management Discussion and Analysis:
The Management Discussion and Analysis and Report on Corporate Governance forms part ofthis Annual Report for the year ended 31st March 2018.
29. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
30. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules 2014 are NIL.
31. Corporate Social Responsibility (CSR): Not Applicable
32. Human Resources
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
33. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; and (e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
34. Transfer of Amounts to Investor Education and Protection Fund
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
35. Listing With Stock Exchanges:
Equity Shares of the Company are suspended from trading on Bombay Stock Exchange. TheCompany has paid Annual Listing Fees to the Stock Exchanges where the Companysshares are listed for the financial Year up to 21-02-2003.
36. Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
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.
|Date: 20/08/2018 ||For & on behalf of the Board of Director |
|Place: Ahmedabad ||Softrak Venture Investment Limited |
|Sd/- ||Sd/- |
|(Dhirajlal Gaglani) ||(Bhadresh Varde) |
|Managing Director ||Director |
|DIN: 03496531 ||DIN: 02101777 |