The Board hereby presents the Twenty Fifth Annual Report together with AuritedFinancial Statements of the Company and Auditors Report lor the year ended 3t!March 2017 in terms of section 134(3) of Companies Act 2013.
1. Extract ot Annual Return
Extract of the Annual Return as provided under section 92(3) of the Companies Act2013in form MGT-9 isannexedas Aimexure-I.
2. Numbers of Meetings ot The Board
The Details are given in Para2(d) of Corporate Governance Repor t.
3. Directors Responsibility Statement Directors hereby state that
(a) In the preparation ot annual accounts the applicable accounting stan dards hadbeen followed along with proper explanation relating to mate rial departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments 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.
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions ot this Act. for safeguarding theassets 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; and
(e) The Directors had laid down internal financial controls over financial repor tingto be folio wed by the company and that such internal financial controls are adequate andwere operating effectively; tor ensuring Die ordedy arxl efficient conduct of businessincluding adherence to company's policies the safeguarding its assets prevention anddetention of bauds and errors the accuracy and completeness of accounting records andthe timely preparation of reliable financial information.
(t) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
4. Details in Respect of Fraud
In terms of provisions of section 134(3) (ca) no fraud was reported by auditors undersection 143(12) of the Companies Act 2013
5. Statement of Declaration by Independent Dir ectors (Section 149(6))
a) The Board of DirectDrs of the Company is of the opinion ttnal:
The independent directors are persons of integrity and possess relevant expertise andexperience.
i) None of the independent directors is or was a promoter of the Company orits holdingsubsidiary or associate company
ii) None of the independent directors is related lo promoters or directors in hecompany its holding subsldar y or associate company.
nl) None ot the independent directors has or had any pecuniary relationship with tieCompany its holding subsidiary or associate Company or their promoters or directorsduring the two immediately preceding financial years or during the current financial year.
iv) None ol the relatives of independent directors has or had pecuniary relationship ortransaction with the Company its holding subsidiary or associate Company ortheirpromoters oi directors amounting to two percent or more of its gross turnover or totalincome or Rupees Fifty Lakhs during thetwo immediately precedingfinancial years or duringthe current financial year
v) Mesfierany independent director nor his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiar y or associate company in any of thethree financial years.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial yean oh
I A firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or ii Any legal or a consulting dim thathas or had any transaction with the
company. Its holding subsidiaryor associate company amounting to ten percent or moreof the gross turnover of such firm
(c) Holds together with his relatives two per cent or more of the total voting powerofthe company; or
(d) Is a chief executive or director by whatevei name called of any non-profitorganization that receives twenty-live per cent nr more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent ot more of the total voting power ofthe company.
6. Audri Observations
(i) By the Auditor in his Audit Report:
No Qualifications reservations or adverse remarks or disclaimer was made by theauditor in his audit repor t
(ii) By the Company Secretay in practice in his Secretarial AuditReport NoQualifications reservations or adverse remaiks or disclaimer was made by the secretarialauditor in his audit report
7. Loans Guarantees & Investment
During the year under review the company has not provided any loan guarantee orinvestment in terms of Section 186 of the Companies Act 2013.
8. Related PartyTransactions
No contractor arrangements with related par ties were entered into by the Company interms of Section 188 of the Companies Act 2013.
9. State ol Company's Affairs
The Company had a total income of Rs. 8.95 lacs (Previous Year Rs 15.3 Lacs); andafter deducting the total expenditure of Rs. 6.20 Lacs (Previous year Rs. 6.75 Lacs) thecompany had a net profitof Rs. 275684/- (Previous yearRs. 8.55 lacs)
The net profit after ia x of Rs. 275.684/- has been retained in the profi t & lossaccountand has been carried forward to the Balance Sheet accordingly.
In view ofthe accumulated losses and non availability of liquid funds dividenddeclaration is neither possible nor recommended for the year under review.
12. Material Changes and Commitment
No material changes and commitments occur ed. which may affect the financial positionof the Company bet ween the end of the Financial year of the Company to which thefinancial statements relate and Die date of the report.
13. Conservation ot Ener gy Technology Absor Gon and Foreign Exchange Earnings &Outgo
(a) Conser vation of energy-Company has no manufacturing operations; thereforeprovision relating to disclosure of Conservation of Energy is not applicable to theCompany.
(b) Technology absortion- During the year under review no new technology was absorbedand no expenditurewas incurred on Research & Development
(c) Foreign exchange earnings and outgo - Foreign exchange earnings and outgo were nilduring the current year.
The details are given in Para 12 of Corporate Governance Repor l.
15. Corporate Social Responslbilit y
During the year underreview the net worth of the Company Is less than Rs. 500.00crore: tumoveris less than Rs. 1000.00 crore; and netprofitls less tian Rs. 5.00 crore;therefore constitution of corporate Social Responsibili ty Committee Isnotapplicableinteims of section 135(1)of the Companies Ad 2013.
16. Formal Annual Evaluation of Boar d. Committee and the Directors
The Company's Board of Directors is dedicated to act in good faith: exercise theirjudgement on an informed basis and in the best interest olthe comapny and Itsstakeholders. The company makes all compliances under tee overall direction of the Boardof Directors within the framework laid down by various statues more particularly by theCompanies Act. 2013; the articles of Association SEBI listing regulations and internalcode of conduct
17. Nomination and Remuneration Committee (Section 178(1))
No remifieration has been paid or is being paid to any of the Directors or keyManagerial Personnel during the financial year. Therefore no such committee meeting washeld. The functions of Stakeholders Relationship Commi ttee are combined and entrustedwith Audit Committee.
However sitting fee of Rs. 30000/- was paid to all four non-executive directorsduring the financial year 2016-17 for attendance ot Board and Company Meeting of theCompany. No sitting fees was paid to Mr. D.C.Jain Promoter.
18. Financial Summary & Highlights
Revenuetrom Other Income Total Income Profit Before Profit After
Operations Tax (PBT) Tax (PAT) 895940 - 895940 275684 275.684
19. Change in Nature ot Business - During the year under review there has been nochange in the nature of business ol the Company.
20. Directors & Key Managerial Personnel - During the year no director has beenappointed or resigned from the Company. Shri Sudhir Chandra was re-appointed as HonoraryManaging Director of ihe Company with ettectfrom 01.022017 fora period of fiveyears as hisprevtoustBnure ofth yeas had expired. Ms. Rashi Aggarwal re-designated as woman Directorot the Company and her ot free shall be liable to retire by rotation.
Mr. DC. Jain retires by rotation at the forthcoming Annual General Meeting oftheConpany and is eSgbleforre-appontmen!. The Board recommendshis appointment
21. Subsidiaries. Join! ventures or Associate Companies - During Ihe period underreview no Company became or ceased to be its susidiaries joint venture or associatecompany.
22. Fixed Deposits under Chapter V - The Company had not accepted any deposit from ItsDirectors employees or general pulic during the yean and there is no unpaid or unclaimeddeposit at the end ol the year.
23. Material Court Orders - During the year no materialcour t orders was passed by anyregulators frlbunalsorcourtswhichimpactthegoingconcem & companys operation in future.
24. Internal Control System and their Adequacy - The Company has adequate system otinternal control to safeguard and protect from loss unarthorised use or disposi Son ofits assets and adequate system and operating effectiveness of internal financial controlsover financial reporting. All Ihe transactions are properly authorized recorded andreported to the management. The Company is following all the appScableAccounting Standardsfor property maintaining the books of accounts and reporting financial statements Themanagement of the company checks and verifies the internal control and monitors them inaccordance with policy adopted by trie company. Company corrfnues to ensure proper andadequate systems and procedures commensurate with its size and nature ol its business.
25. Auditors - Mis. M.K. Goswanfi & Co. holds the office as Auditors till toeconclusion of the forthcoming annual general meeting; and are eligible fur re-appointment
The company has received a letter from M/s M.K. Goswami & Co. CharteredAccountants thattheyholdpeerreviewcertifrcalefromPeer Review Board of the Inst tute ofChar tered Accountants of India & their appointment if made attoe forto- coming ArnualGeneral Meeting would be vritfintte ceilra limite laid down under
the Companies Act2013 and toe rules made thereunder and they are eligible forappointments notefisqualifi ed toad as Auditors of the Company to Audit Accounts ot theCompany torrhe FinancialYear 2017-2018 and toat there are no matters ol conduct pendingagainst the firm or any of theaurfrtor.
The Board recommends their appointment
26. Cost Audit - Provisions of Rule 3 ol Companies (Cost Records and Audit) amendmentRules 2014 related to maintenance of cost records is not applicable to the Company asthe Company does not have an annual turnover of rs. 35 a or more during immediatelyprecedingfinancial year Therefore the Company is also not required SD appoint cost audiaxlor toe financial year 2016-17.
27. Secretarial Audit - M/s A. K. Nandwani & Associates. Company Secretaries wasappointed as secretarial auditor to conduct the secretarial auditof the Company for thefinancial year 2016-17. The Company has received the secretarial audltreportfrom M/sA.KNanadwam & Associates. Company Secretaries in form MR.3 for the financial year2016-17.
28. Composition ol Audit Commit tee - The details of composition of Audit Commit teeIn terms of section 177(8) are given in Para 3(i) of Corporate Governance report
29. Vigil Mechanism Policy - The Company has no employee: and therefore no VlgiiMechanism Polcy/Whistle blower Mechanism has been established however the Directors ofthe Company can directly reportany grievances to toe Board of the Company.
30. Prevention ol Sexual Harassment ol Women - During the period under review no womanwas in employment of the company. Therefore no internal complaint committee was set upunder Sexual harassment ol Women at Workplace (Prevention Prohibition and Redressal) Act2013.
31. Listing fee ol Shares - The shares olthe company arefsted on arecogrtized stockexchange- Bombay Stock Exchange' and uptodaie Listing Feeis paid.
32. ManagementDiscussion Analysis A Corporate Governance Report - Management Discussion& Analysis Report. Report on Corporate Governance and a secretarial audit report alongwith the Auditors'Report are annexed and forms part of the Annual Repat inaccordance withIhe terms of the SEBI (listing obligation and Disclosure Requirements) regulafron 2015.
33. Cer tificate lor Compliance ol Corporate Governance - Cer tificate from PracticingCompany Secretary regarding Compfiance of Condltionsof Corporate Governance as provided inclause D of Schedule Vof the SEBI listing Reoulation. 7015 is annexed
| || |
For & on behalf of Board of Directors
|PlaceiDelhi ||Sudhir Chandra ||Rashi Aggarwal |
|Date; 01.05.2017 ||Mg. Director ||Director & Co. Secretary |
| ||(DM:00323545) ||(DIN:06978655) |