The Directors present their Thirty Second Annual Report and Audited Statement ofAccounts for the year ended 31st March 2017 FINANCIAL RESULTS:
The accounts for the year under review reflect a profit of x 3017339/-.The Directors propose to appropriate the same as under:
|Profit / (Loss) Before Tax ||3017339 |
|Less: - Appropriations || |
|Provision for Taxation || |
|Current Tax ||1066451 |
|Deferred Tax ||9960 |
| ||1076411 |
|Profit / (Loss) After Tax ||1940928 |
|ADD:- Balance Brought Forward ||76142108 |
| ||78083036 |
|Less :Transfer to Reserve Fund ||(389000) |
|Contingent Provision ||(90000) |
|Depreciation adjustment || |
|as per Companies Act 2013 ||- |
| ||(479000) |
|BALANCE CARRIED FORWARD ||77604036 |
The Directors regret their inability to recommend any dividend for the year underreview.
STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK :
The performance of the Company was satisfactory during the year under review.
Your Company plans to take the performance to the next level by adopting modern waysand hence your Directors are confident of achieving better working results in the comingyears.
EXTRACT OF ANNUAL RETURN :
The extract of Annual Return in format MGT-9 for the Financial Year 2016-17 has beenenclosed with this report.
NUMBER OF BOARD MEETINGS :
During the Financial Year 2016-17 Four (4) meetings of the Board of Directors of theCompany were held i.e. on 30.05.2016 03.08.2016 10.11.2016 and 09.02.2017.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
During the year under review a separate meeting of Independent Directors without theattendance of Non-Independent Directors and Members of the Management was held on 30thMarch 2017 as required Under Schedule IV of the Companies Act 2016 (Code forIndependent Directors) read with Regulation 25(3) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015.
The Independent Directors inter-alia reviewed the performance of the NonIndependentDirectors Chairman of the Company and the Board as a whole.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
There were no related party transactions as referred Under Section 188(1) of theCompanies Act 2013 for the Financial Year 2016 - 17.
SECRETARIAL AUDITOR :
The Board of Directors of the Company has appointed M/s. Siddharth Sipani &Associates Practicing Company Secretaryto conduct Secretarial Audit for the FinancialYear 2016 - 17. The Secretarial Audit Report for the Financial Year ended March 31 2017is annexed herewith to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Your Directors informed the provisions of Section 186 of the Companies Act 2013 is notapplicable to the Company as the Company is an NBFC Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Your Directors informed that the Company is not required to abide the provisions ofSection 135 of the Companies Act 2013 and Rules made thereunder and Regulation 15(2) ofSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 in relation tothe Corporate Social Responsibility as the Company has not covered under any of theconditions / criteria mentioned under Section 135 of the Companies Act 2013 and SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015.
The Company has neither accepted nor renewed any deposits during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS :
The Company has received necessary declarations from all the Independent Directors ofthe Company under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of Independence laid down in Section 149(6) of the Companies Act 2013.
BOARD EVALUATION :
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard and Schedule IV of the Companies Act 2013 states that the performance evaluation ofIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated. The evaluation of all the Directors and the Board as a whole wasbeing conducted. None of the Independent Directors are due for re-appointment.
AUDIT COMMITTEE :
In terms of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Audit committee of the Board ofDirectors consisting of below mentioned Independent Directors:
Shri Akshay Ranka (DIN:00235788) - Chairman (Independent Director)
Shri Sunilchandra Agrawal (DIN:00511873) - Member (Independent Director)
Smt. Shweta Jejani (DIN: 07097052) - Member (Independent Director) as a practiceof good Corporate Governance. All the recommendations made by the Audit committee wereaccepted by the Board.
NOMINATION & REMUNERATION COMMITTEE :
In terms of Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 the Nomination & Remuneration Committeeof the Board of Directors consisting of below mentioned Independent Directors:
Shri Akshay Ranka (DIN:00235788) - Chairman (Independent Director)
Shri S.C.Agrawal (DIN:00511873) - Member (Independent Director)
Smt. Shweta Jejani (DIN: 07097052) - Member (Independent Director) as a practiceof good Corporate Governance.
VIGIL MECHANISM :
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of Section 177(9) of the Companies Act 2013 and Regulation 22(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 includes an Ethics comprisingSenior Executives of the Company.
CODE OF CONDUCT
Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 every listed Companyis under an obligation to adopt a policy on Code of Conduct for all the Members of theBoard of Directors and Senior Management. As per the said regulation the Board ofDirectors adopted the Policy on Code of conduct for all the Members of theBoard of Directors and Senior Management of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT:
Your Directors are of the opinion that with respect to conservation of energy andtechnology absorption as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are not relevant in view of the nature ofbusiness activities of the Company and hence are not required to be given.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there is no foreign exchange earning outgo andexpenditure.
DIRECTORS RESPONSIBILITY STATEMENT :
In accordance with the provisions of Section 134(5) of the Companies Act 2013 YourDirectors confirm that :
1) In the preparation of Annual Accounts for the financial year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures and in compliance with the laws.
2) The Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
3) The Directors had taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
4) The Directors had prepared the Annual Accounts on a going concern basis.
5) The Directors had laid down internal financial controls which are adequate and areoperating effectively.
6) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
In view of the provisions of the Companies Act 2013 Shri Rohit Bajaj (DIN: 00511745)retires from the Board by rotation this year and being eligible offers himself forre-appointment.
Apart from the above there is no change as regard to the Directorship of the Company.
The Company is an associate of M/s Rohit Machines & Fabricators Limited by virtueof Section 2(6) of the Companies Act 2013.
LISTING OF SHARES:
The Shares of the Company continued to be listed on the Stock Exchange Mumbai andMadhya Pradesh. The Company has paid the annual listing fee for the financial year2017-2018.
The Equity Shares of the Company has the Electronic connectivity under ISIN No.INE552H01017 To provide service to the Shareholders the Company has appointed M/s.Adroit Corporate Services Private Limited 1st Floor 19 Jaferbhoy Industrial EstateMakwana Road Marol Naka Mumbai-400 059 as Registrar and Transfer Agent of the Companyfor existing physical based and allied Secretarial Services for its Members / Investorsand for Electronic Connectivity with NSDL and CDSL.
AUDITORS AND AUDITORS' REPORT :
The tenure of appointment of M/s B. Chhawchharia & Co. Chartered AccountantsNagpur (Firm Reg. No. 305123E) the existing Statutory Auditors will expire at theconclusion of the 32nd Annual General Meeting as per the provisions of Section 139(2) ofthe Act and Rules framed thereunder.
The Board of Directors of the Company at its meeting held on 25.05.2017 has subject tothe approval of Members at the ensuring AGM approved the appointment of M/s VMSS &Associates Chartered Accountants Kolkata having Firm Reg. No. 328952E as the newStatutory Auditors of the Company in place of M/s B. Chhawchharia & Co. for a term of5 (five) years commencing from the conclusion of the 32nd AGM till the conclusion of the37th AGM subject to the ratification of their appointment by the Members annually. M/sVMSS & Associates Chartered Accountants Kolkata have confirmed their eligibilityunder Section 141 of the Act and the Rules framed thereunder for appointment as Auditorsof the Company. As required under Regulation 33 of the Listing Regulations the newAuditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.
The observations made by the auditors read together with the relevant notes thereonare self-explanatory and do not call any comments.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT ORTRIBUNAL:
During the year under review there are no orders passed by any authorities whichimpacts the going concern status and company's operations in future.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes / events affecting the financial position of the Company occurredbetween the end of the financial year 31st March 2017till date of this report.
Your Directors are grateful to Bankers for their continued support co-operation andassistance during the year. Your Directors express their thanks for the sincere anddedicated efforts put in by the workers staff and officers during the year.
Registered Office: For and on behalf of the Board
|254 Pandit R.S. Shukla Marg || || |
|Civil Lines Nagpur-440 001 ||Akshay R. Ranka ||Shri S.C Agrawal |
| ||D I R E C T O R ||D I R E C T O R |
| ||DIN 00235788 ||DIN 00511873 |
|PLACE: NAGPUR. ||RANKA COLONY ||L/62VASANT NAGAR BEHIND |
|DATED: 28.07.2017 ||SIRASPETH ||BLIND SCHOOL NAGPUR 440022. |
| ||NAGPUR 440009. || |