Your Directors have pleasure in presenting the Tenth Annual Report together withaudited statement of accounts for the financial year ended March 31 2017.
The highlights of the standalone financial results of the Company for the financialyear ended March 31 2017 are as under:
Amount in Rs.
|Particulars ||For the Year ended March 31 2017 ||For the Year ended March 31 2016 |
|Profit before Tax and Depreciation ||(21805648) ||5347330 |
|Less: Depreciation and amortization expense ||361592 ||1046595 |
|Profit before Tax ||(22167240) ||4300735 |
|Less: Provision for Tax ||(722599) ||(3233612) |
|Profit after Tax ||(21444641) ||7534347 |
|Profit/ (Loss) brought forward ||201007090 ||195834507 |
|Amount available for appropriation ||179562449 ||203368854 |
|Less: Appropriations: || || |
|Proposed dividend on preference shares || ||2265930 |
|Corporate dividend tax thereon ||(362743) ||95834 |
|Interim dividend on equity shares || || |
|Corporate dividend tax thereon || || |
|Transfer to general reserve || || |
|Balance carried forward to Balance Sheet ||179925192 ||201007090 |
The Board has not proposed to transfer any amount to any reserve(s).
The Company directly and through its subsidiaries is primarily engaged in thebusinesses of real estate development providing management and maintenance servicesequipment renting construction advisory and other related services charter business ofaircraft LED Lighting trade in all kinds of sculptures paintings and art graphics etc.Your directors believe that all of these businesses have huge potential & scope forfurther business growth.
CHANGE IN NAME OF THE COMPANY
Pursuant to issuance of fresh Certificate of Incorporation dated March 27 2017 by theRegistrar of Companies NCT of Delhi & Haryana the name of the Company stands changedfrom Indiabulls Wholesale Services Limited' to SORIL Holdings and VenturesLimited' with effect from the said date.
In order to utilize accumulated profits for business requirements of the Company yourDirectors do not recommend any dividend.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. PiaJohnson (DIN: 00722403) Non-Executive Director retire by rotation and being eligibleoffers herself for re-appointment at the ensuing Annual General Meeting. The Board ofDirectors recommends her re-appointment.
The present composition of the Board along with the brief resume of Ms. Pia Johnson(DIN: 00722403) nature of her expertise in specific functional areas and names ofcompanies in which she hold directorships and memberships/chairmanships of BoardCommittees are provided in the Report on Corporate Governance forming part of this AnnualReport.
All the present Independent Directors of the Company have given declaration that theymeet the Criteria of Independence laid down under Section 149(6) of the Companies Act2013.
EMPLOYEE STOCK OPTIONS
The disclosures required to be made in compliance with the applicable regulations areset out in the Annexure 1 to this Report and have been placed on the website of theCompany www.sorilholdings.com.
During the year under review the Company has not accepted any deposits from thepublic falling within the ambit of Chapter V of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN: INE126M01010) of the Company continue to remain listed at BSELimited and National Stock Exchange of India Limited. The listing fees payable to both theexchanges for the financial year 2017-18 have been paid.
(a) Statutory Auditors
M/s Agarwal Prakash & Co. (Firm Registration No. 005975N) the Statutory Auditorsof the Company were appointed by the members in their Seventh Annual General Meeting heldon September 26 2014 for a period of five years i.e. until the conclusion of the TwelfthAnnual General Meeting of the Company. The Company has received a certificate from theAuditors to the effect that their continuation as such from the conclusion of this AnnualGeneral Meeting until the conclusion of Eleventh Annual General Meeting is in accordancewith the provisions of the Section 141(3)(g) of the Companies Act 2013. The Boardrecommends the ratification of the appointment of M/s Agarwal Prakash & Co. asStatutory Auditors of the Company till the conclusion of Eleventh Annual General Meetingof the Company.
The Auditors' Report is self-explanatory and therefore do not call for any furtherexplanation.
(b) Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder the Company has appointed Mr. B.D. Tapriya a practicing CompanySecretary as its Secretarial Auditor to conduct the secretarial audit of the Company forthe Financial Year 2016-17. The Company has provided all assistance facilitiesdocuments records and clarifications etc. to the Secretarial Auditor for conducting theiraudit. The Report of Secretarial Auditor for the Financial Year 2016-17 is annexed asAnnexure 2 forming part of this Report. The Report is self- explanatory and therefore donot call for any further explanation.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken projects as per its CSR Policy (available on Company's websitewww.sorilholdings.com) and the details are contained in the Annual Report on CSRActivities given in Annexure 3 forming part of this Report. These projects are inaccordance with Schedule VII of the Companies Act 2013 read with the relevant rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI (LODR) Regulations2015) Management's Discussion and Analysis Report for the year under review ispresented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 24 of SEBI (LODR) Regulations 2015 a separate section onCorporate Governance Practices followed by the Company together with a certificate from apracticing Company Secretary confirming compliance is presented in a separate sectionforming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2017 and the profit and loss of the Company for the yearended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that such financialcontrols were adequate and were operating effectively; and
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT 2013 READWITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS 2015
The information required to be disclosed pursuant to Section 134 and Section 197 of theCompanies Act 2013 read with the relevant rules (to the extent applicable) and SEBI(LODR) Regulations 2015 not elsewhere mentioned in this Report are given in Annexure Aforming part of this Report.
Electronic copies of the Annual Report 2017 and Notice of the Tenth AGM are being sentto all the members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2017 and Notice of the Tenth AGM will be sent in the permitted mode.The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice of the Tenth AGM. This ispursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2014 as substituted by Companies (Management andAdministration) Amendment Rules 2015 and the SEBI (LODR) Regulations 2015. Theinstructions for e-voting are provided in the AGM Notice.
Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functional areasand the efficient utilization of all its resources for sustainable and profitable growth.Your Directors wish to place on record their appreciation of the contributions made andcommitted services rendered by the employees of the Company at various levels. YourDirectors also wish to express their gratitude for the continuous assistance and supportreceived from the investors clients bankers regulatory and government authoritiesduring the year.
| ||For and on behalf of the Board of Directors |
|Date: August 28 2017 ||Surinder Singh Kadyan ||Mehul Johnson |
|Place : Gurugram ||Executive Director ||Director |
| ||DIN: 03495880 ||DIN: 00016075 |