To the Members
The Directors hereby submit their Board Report of the Company together with the AuditedStatements of Accounts for the year ended 31st March 2017.
1. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished below inAnnexure-I (Form MGT 9) and attached to this Report.
2. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.-and
(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
3. DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
4. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sandeep P. Parekh & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as "Annexure B".
Following are the unfavourable remarks of Secretarial Audit Report and ourclarifications on the same are as follows:
1. NON-COMPLIANCE OF SECTION 203 OF THE COMPANIES ACT 2013:
The turnover of company is not sufficient to meet the requirements specified underSection 203 of the companies Act 2013. Further due to non-operation in our businessactivity Company is not in position to comply with this requirement even if companywishes to comply.
Hence companies' economic conditions are not favorable to its current market positiondue to which it is not able to appoint Company Secretary but the Company would beappointing the same in future and follow adequate requirements of the Companies Act 2013.
4. NON-FILING OR DELAYED FILING OF RETURNS AND DOCUMENTS WITH THE BOMBAY STOCK
EXCHANGE AS PER LISTING AGREEMENT:
The Company's business operations is not active the management has not devised aseparate and independent control system. Hence the Company has not and/or delayed filedsome returns with Bombay Stock Exchange as per listing agreement and SEBI Regulationssuch as Board Meeting outcomes Share Capital Audit Reports (under Regulation 55A) etc.due to inadvertence and oversight. However now the Company is properly filing all thedocuments with the Bombay Stock Exchange on time.
5. NON-COMPLIANCE IN FILING FOREIGN LIABILITIES AND ASSET RETURN AS PER THE FOREIGN
EXCHANGE MANAGEMENT ACT 1999:
The Company's business operations is not active the management has not devised aseparate and independent control system. The Company is unable to locate original sourceof information based on which classification of Shares has arrived. Now the Board hastaken the matter into consideration.
5. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statements are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company in thisregard.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into related party transactions during the period underreview.
8. STATE OF COMPANY'S AFFAIRS
The Company is presently inactive in its operations.
9. THE AMOUNT WHICH IT RECOMMENDS SHOULD BE PAID BY WAY OF DIVIDEND:
The Company has not declared any Dividend form the financial year 2016-17.
10. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees.
The Board's performance for the current year was assessed on the basis of participationof directors quality of information provided/available quality of discussion andcontribution etc. A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering the aforesaid aspects of the Board'sfunctioning. The overall performance of the Board and Committee's of the Board was foundsatisfactory.
The overall performance of Chairman Executive Directors and the Non-executiveDirectors of the Company is satisfactory. The review of performance was based on thecriteria of performance knowledge analysis quality of decision making etc.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There was no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report.
12. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows:
|Foreign Exchange Earnings ||: NA |
|Foreign Exchange outgo ||: NA |
|Energy Absorption ||: NA |
A. the steps taken or impact on conservation of energy: NA
B. the steps taken by the Company for utilizing alternate source of energy: NA
C. the Capital investment on energy conservation equipments: NA
Technology Absorption: NA
A. the efforts made towards technology absorption: NA
B. the benefits derived like product improvement cost reduction product developmentor import substitution: NA
C. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): NA
a) the details of technology imported: NA
b) the year of import: NA
c) whether the technology been fully absorbed: NA
d) the expenditure incurred on Research and Development: NA
13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
In the view of the company have not undertaken any activity the Risk and concernfactor has not been of much significance.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
16. FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
| ||31/03/2017 ||31/03/2016 |
|Particulars || || |
| ||(In Rupees) ||(In Rupees) |
|Profit/Loss before depreciation and amortization ||(1167122) ||(374530) |
|Depreciation and amortization for the year ||0 ||0 |
|Net Profit/Loss after depreciation and amortization ||(1167122) ||(374530) |
|Exceptional Items ||0 ||0 |
|Profit before extraordinary items and tax ||0 ||0 |
|Extraordinary Items (Prior Period Income) ||0 ||0 |
|Profit before tax ||(1167122) ||(374530) |
|Current tax expense ||0 ||0 |
|Less: MAT Credit Entitlements ||0 ||0 |
|Deferred tax expense ||0 ||0 |
|Short Provision of Tax of earlier years ||0 ||0 |
|Profit/Loss for the period from continuing operations ||(1167122) ||(374530) |
|Profit/Loss from discontinuing operations ||0 ||0 |
|Tax expense of discontinuing operations ||0 ||0 |
|Profit/Loss from discontinuing operations (after tax) ||0 ||0 |
|Profit/Loss transferred/adjusted to General Reserve ||0 ||0 |
|Basic earnings per equity share ||0 ||0 |
|Diluted earnings per equity share ||0 ||0 |
17. THE CHANGE IN NATURE OF BUSINESS IF ANY:
There was no change in business of the Company during the period under review.
18. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR:
There were no changes in the composition of the Board of Directors during the yearunder review.
19. NOMINATION AND REMUNERATION POLICY AND EVALUATION CRITERIA OF INDEPENDENTDIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration and evaluation criteria for performance ofIndependent Directors. The Nomination and Remuneration Policy and evaluation criteria ofIndependent Directors have been provided under Corporate Governance Report.
The Company has neither accepted nor renewed any deposits during the year under review.
21. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
22. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENT:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
23. STATUTORY AUDITORS
M/s A.C. Javeri & Associates Chartered Accountants the retiring auditors of theCompany are eligible for re-appointment have been appointed as Statutory Auditors for aperiod of 1 year in the Annual General Meeting held on 30th day of September2016. Their re-appointment and payment of remuneration are to be confirmed and approved inthe ensuing Annual General Meeting. The Company has received a certificate from the aboveAuditors to the effect that if they are re-appointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
24. MEETING OF BOARD AND COMMITTEES OF DIRECTORS
During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held.The details of the same along with other Committee's of Board are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Pursuant to Section 177 of the companies Act 2013 the Audit committee was formed thesaid committee consist of 3 (Three) Independent Directors which are as follows:
Mr. Ashwin Pandya -Chairman & Independent Non Executive Director
Mr. Anil Goyal -Member & Independent Director
Mr. Kishor Tank -Member & Independent Non Executive Director
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to raise any concern about the Company's operations andworking environment including possible breaches of Company's policies and standards orvalues or any laws within the country or elsewhere without fear of adverse managerialaction being taken against such employees.
26. CORPORATE GOVERNANCE
As required under Applicable provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Report on Corporate Governance is given as apart of Annual Report. The Company is in full compliance with disclosures that have to bemade in this regard.
27. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations performance and future outlook of the Company andits business is given in the Management's Discussion and Analysis Report which forms apart of this report.
a) BUY BACK OF SECURITIES
The Company has not bought back any shares 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 issues during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option scheme to the employees.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Managing Director ||Director |
|DIN: 01929335 ||DIN: 03270119 |
|Kapil Lalitkumar Nagpal ||Ashwin Gajanan Pandya |
|Date: 27th May 2017 || |
|Place: Mumbai || |