To the Shareholders
Your Directors take pleasure in presenting the 36th Annual Report and theaudited financial statements of the Company for the year ended 31st March 2018.
The financial performance of the Company for the financial year ended 31stMarch 2018 is summarized below:
(Rs. in Lakh)
|Particulars ||2017-2018 ||2016-2017 |
|Sales and other Income ||32.54 ||16.06 |
|Profit / (Loss) before Depreciation and Tax ||7.86 ||4.04 |
|Less: Depreciation ||0.90 ||1.40 |
|Profit / (Loss) Before Tax ||6.96 ||2.64 |
|Less: Provision for Tax ||0.36 ||4.55 |
|Less: Provision for Deferred Tax ||(0.04) ||(0.04) |
|Profit / (Loss) After Tax ||6.55 ||(1.87) |
|Add: Profit brought forward from previous year ||332.31 ||334.18 |
|Balance Carried to Balance Sheet ||338.86 ||332.31 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:
During the year your Company was not able to obtain any infrastructure projectcontracts and the income earned during the financial year consists only of interestreceived on the Loans and advances made by the Company and from investments in securities.Your management from time to time evaluates the opportunities in the infrastructure andreal estate field and is optimistic about the future prospectus for organized players withemergence of Real Estate (Regulation and Development) Act 2016.
In order to conserve the reserves to meet the needs of business operation the Board ofDirectors has decided not to recommend any dividend for the financial year.
TRANSFERRED TO RESERVES:
During the financial year the Company has not transferred any amount to the reservesmaintained by the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:
There are no material changes and commitments 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.
As on 31st March 2018 the Company does not have any Subsidiary or AssociateCompany.
DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT 2013:
Your Company has not accepted any fixed deposits from the public under Chapter V(Acceptance of Deposits by Companies) of the Companies Act 2013 and is therefore notrequired to furnish information in respect of outstanding deposits under and Companies(Acceptance of Deposits) Rules 2014.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 read with rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inform MGT 9 as required attached herewith as Annexure - A.
BOARD OF DIRECTORS
The Board comprises of 4 (Four) Directors of which 2 (Two) are Independent Directors.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152(6) of the Companies Act 2013 and provisions of Articles ofAssociation of the Company Mr. Sanjay Minda retire by rotation and being eligible offerhimself for reappointment. Your Directors recommend the same at the ensuing Annual GeneralMeeting.
During the year consequent to disqualification under section 164(2) and 167 of theCompanies Act 2013 Mr. Manoj Bhikhalal Modi Independent Director's office got vacatedw.e.f. 14.12.2017.
The Company has received the declaration of Independence as provided under section149(6) of the Act 2013 confirming that they meet the criteria of Independence asprescribed thereunder as well as Regulation 16(1)(b) SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 (Listing Regulations').
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met at regular intervals during the year todiscuss on the past and prospective business of the Company. The Board met 4 (Four) timesduring the financial years on 30th May 2017; 21st August 2017; 14thDecember 2017; and 14th February 2018. Additionally several committees'meetings were held including Audit Committee which met 4 (four) times during the year.
The names of the Directors and their attendance at Board Meeting / Committee meetingduring the year are set out in detail in the Corporate Governance Report which forms partof the Annual Report.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company strives to maintain an appropriate combination of executive non-executiveand Independent Directors. In terms of provisions of Section 178 of the Companies Act2013 the Nomination and Remuneration Committee constituted is interalia considerand recommends the Board on appointment and remuneration of Director and Key ManagerialPersonnel and the Company's Nomination and Remuneration Policy is attached as Annexure- B.
FORMAL ANNUAL EVALUATION OF BOARD COMMITTEE AND INDIVIDUAL DIRECTORS:
The Company with the approval of its Nomination and Remuneration Committee has put inplace an evaluation framework for formal evaluation of performance of the Board itsCommittees and the individual Directors. The evaluation was done through questionnairesreceipt of regular inputs and information functioning performance and structure of BoardCommittees ethics and values skill set knowledge and expertise of Directors leadershipetc. The evaluation criteria for the Director's was based on their participationcontribution and offering guidance to and understanding of the areas which are relevant tothem in their capacity as members of the Board.
STATUTORY AUDITOR AND AUDIT REPORT:
M/s. Gupta Saharia & Co. Chartered Accountants as Statutory Auditors of theCompany were appointed at 32nd AGM until the conclusion of 37thAGM. (subject to ratification of the appointment by the members at every AGM held afterthis AGM) in terms of the provisions of Section 139 of the Companies Act 2013.
The Company has received confirmation from M/s. Gupta Saharia & Co. to the effectthat they fulfill the eligibility criteria as prescribed under Section 139 and 141 of theCompanies Act 2013. Your Directors recommends ratification of their appointment as theStatutory Auditors at the ensuing Annual General Meeting.
However In view of the amendment effective from 07.05.2018 the requirements ofratification of appointment of Statutory Auditor's at the Annual General Meeting isomitted.
There are no qualifications reservation or adverse remarks made by the statutoryauditors in the audit report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 the Company has appointed M/s JainRahul & Associates Practicing Company Secretaries as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the Financial Year 2017 18. TheCompany has provided all the assistance and facilities to the Secretarial Auditor forconducting their audit. The report of Secretarial Auditor for the FY 2017 18 isannexed to this report as Annexure - C.
With respect to the observations of the Secretarial Auditor in their report regardingnon appointment of Key Managerial Personnel the Board wish to inform that in view of poorfinancial performance of the Company it's not able to appoint suitable candidate and theCompany is working under the guidance of the Board. Further the Board is on lookout forsuitable candidates for the whole time managerial personnel for better performance of theCompany. In view of poor financial performance the listing fees is not paid to the stockexchange and will be paid in the due course.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:The Company has such internal financial controls commensurate with the size of Company toprovide a true and fair view of the financial statements and has laid down such standardsand processes which ensures that the same are adequate and operating efficiently.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors in terms of Section 134(5) of the Company's Act 2013 confirm that:
a) All applicable Accounting Standards have been followed in the preparations ofthe annual accounts with proper explanation relating to material departures;
b) they have selected such Accounting Policies and applied them consistently madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the statement of affairs of the Company as of 31.03.2018 and of the profit of theCompany for that period;
c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis as stated in thenotes on accounts;
e) The Company follows stringent internal financial controls and that such internalcontrols are adequate and are operating adequately;
f) There are proper system devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES AS PER SECTION 134 (3)(m) OF THE COMPANIES ACT 2013 FOR CONSERVATION OFENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Considering the nature of the Business of your Company there are no particulars whichare required to be furnished in this report pertaining to conservation of energy andtechnology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange earnings and outgo of the Company are amounted toRs. Nil.
The Audit Committee of Directors was constituted pursuant to the provision of Section177(1) of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015. Thecomposition of the Committee and other details as required to be disclosed have beenmentioned in the Report of Corporate Governance which is forming a part of this report.
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise and report genuine concerns relating to reportable matters such as breach ofcode of conduct fraud employee misconduct misappropriation of funds health and safetymatters etc. the mechanism provides for adequate safeguards against victimization ofWhistle Blower who avail of such mechanism and provides for direct access to the chairmanof the Audit Committee. The functioning of the Whistle Blower policy is being reviewed bythe Audit Committee from time to time. None of the Whistle Blower has been denied accessto the Audit Committee of the Board. During the year no such instance took place.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria laid down in Section 135 of CompaniesAct 2013 and therefore is not required to comply with the requirements mentioned therein.
The Board of Directors is overall responsible for identifying evaluating mitigatingand managing all significant kinds of risks faced by the Company. The Board approved RiskManagement policy which acts as an overarching statement of intent and establishes theguiding principles by which key risks are managed in the Company. The Board itselfmonitors and reviews the risks which have potential bearing on the performance of theCompany and in the opinion of the Board there is no risk faced by the Company whichthreatens its existence.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of regulation 15 (2) of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulation 2015 the compliancewith Corporate Governance provisions as specified is not applicable as the Company's Paidup Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs.25Crores as on 31st March 2017.
However the Board of Directors of the Company has decided to continue to comply withthe requirements of Corporate Governance as stipulated under the SEBI (LODR) Regulationsand accordingly the Report on Corporate Governance forms part of the Annual Report exceptthe Management Discussions and Analysis report.
The requisite Certificate from the Statutory Auditors of Company M/s. Gupta Saharia& Co. regarding compliance with the conditions of Corporate Governance as stipulatedin Regulations of the SEBI (LODR) Regulation is annexed to this Report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197 (12) of the Companies Act 2013 read with theRule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 as amended fromtime to time the Company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details are given asAnnexure - D.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:
Details of the loans made by the Company to other body corporate or entities are givenin notes to financial statements.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
The Company believes in creating an environment for its employees which is free fromdiscrimination. The Company culture embraces treating everyone with dignity and respectand believes in equality irrespective of the gender of an employee. The Company iscommitted to take progressive measures to increase representation of women particularly atleadership level. During the year there are no such complaints and therefore not requiredto be reported.
The Directors thank the Company's customers vendors investors business associatesand bankers for the support to the Company as also thank the Government Statutory andRegulatory authorities. The Directors also appreciate and value the contributions made byevery employee of the Company.
| ||For and on behalf of the Company |
| ||Sd/- |
|Place : Mumbai ||Sanjay Minda |
|Date : 30.05.2018 ||Chairman |