The Board of Directors have the pleasure of presenting the 30 Annual Report of yourCompany together with the Audited Statement of Accounts Auditors' Report and the Reporton the business and operations of the Company for the financial year ended 31 March 2018.
The summarized financial highlights for the year under review are presented below:
|Particulars ||2017-18 ||2016-17 |
|Net Sales/ Income from Operations ||9425235 ||8925333 |
|Other Income ||31676 ||154158 |
|Total Income ||9456911 ||9079491 |
|Profit before Interest Depreciation & Tax ||722378 ||1149927 |
|Less: Finance Cost ||20931 ||17891 |
|Profit before Depreciation & Tax ||701447 ||1132036 |
|Less: Depreciation ||694504 ||682344 |
|Profit before Tax ||6943 ||449692 |
|Less: Tax ||37046 ||(43513) |
|Other Comprehensive Income/Loss (Net of Taxes) ||747542 ||354042 |
|Net Profit after Tax ||717439 ||847247 |
|Balance b/f from the Balance Sheet ||4786948 ||3939701 |
|Balance c/f to the Balance Sheet ||5504386 ||4786948 |
The revenue from operations of the Company during the financial year 2017-18 was Rs.9425235/- as compared to that of Rs. 8925333/- during the financial year 2016-17.Thus your Company has recorded an increase of Rs. 499902/- (5.6%) in the Revenue fromOperations during the financial year 2017-18. However due to increase in expenditure andadverse economic conditions your Company has recorded a downfall of 15% in the net profitsof the Company during the financial year 2017-18.
CHANGE IN NATURE OF BUSINESS IF ANY
During the period under review there was no change in the nature of business of yourCompany.
The Authorized Share Capital of your Company is Rs. 55000000/- and the paid up sharecapital of your Company is Rs. 30070000/-During the period under review there was nochange in the share capital of the Company.
Your directors do not propose to transfer any amount to the Reserves for the financialyear ended 31st March 2018.
In order to conserve the resources of the Company your directors do not propose todeclare any dividend for the financial year 2017-18.
Your Company has neither any outstanding deposit nor accepted any deposits underSection 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014 during the period under review.
SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES
The Company does not have any holding subsidiary and associate Companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Management Discussion and AnalysisReport is presented in a separate section forming part of this Annual Report.
RETIRE BY ROTATION
Shri Vipin Aggarwal is retiring by rotation at the ensuing Annual General Meeting andis eligible for reappointment. In view of the valuable guidance and support received fromhim your Directors recommend his re-appointment.
APPOINTMENTS AND CESSATION
During the period under review Mrs. Meena Aggarwal ceased to be as Director witheffect from 14th February 2018 due to disqualification incurred under Section 164(2) ofthe Companies Act 2013. However the disqualification incurred by her has been removedvide the Order of the Hon'ble High Court Delhi and she was appointed as Additional WholeTime Director with effect from 14th August 2018. The appointment of Mrs. Meena Aggarwalas Whole Time Director of the Company is proposed in the ensuing Annual General Meeting ofthe Company.
Mr. Dev Kumar Bansal resigned as an Independent Director with effect from 14thFebruary 2018 but on the recommendation of the Nomination and Remuneration Committee hewas appointed as an additional whole time director with effect from the same date.However Mr. Dev Kumar Bansal resigned from the office of Director with effect from 14thAugust 2018.
Ms. Priya Sadh was appointed as an additional director in the Board Meeting held on14th February 2018 but she resigned with effect from 14th August 2018.
Mr. Surinder Kumar Sareen and Mr. Deepak Gupta resigned with effect from 14th August2018. Ms. Kavita and Mr. Keshav Kumar Kaushik were appointed as Additional IndependentDirectors of the Company with effect from 14th August 2018 for a period of 5 yearssubject to the approval of shareholders.
Mr. Sudhansu Kumar Nayak is proposed to be appointed as an Independent Director of theCompany for a period of 5 Years. The Company has received a notice in writing underSection 160 of the Companies act 2013 proposing his candidature for the office ofIndependent Director of the Company.
KEY MANAGERIAL PERSONNEL
During the period under review Ms. Swarna resigned as the Company Secretary and KeyManagerial Personnel of the Company with effect from 14th March 2018. However theVacancy was filled by the Board within the prescribed time period by appointing Mr. GauravBajpai as the Company Secretary of the Company with effect from 2nd April 2018.
Thus the Key Managerial Personnel of your Company are as under-:
|S.No. ||Name ||Designation |
|1 ||Ms. Meena Aggarwal ||Chief Executive Officer |
|2 ||Mr. Syed Nawazish Husain Zaidi ||Chief Financial Officer |
|3 ||Mr. Gaurav Bajpai ||Company Secretary & Compliance Officer |
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors of your Company have given their respective declarationsstating that they meet the criteria prescribed for independence under the applicable lawsand in the opinion of the Board all the Independent Directors of your Company meet thesaid criteria.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy of the Company is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. The Company has duly constituted the Nominationand Remuneration Committee of the Board and the committee inter-alia periodicallyevaluates:
1. The need for change in composition and size of the Board;
2. Remuneration of the Managing Director(s) and Whole-Time Director(s) based on theirperformance;
3. The policy for remuneration of Directors KMPs & other senior level employees ofthe Company and review the same in accordance with the performance of the Company andindustry trend.
The Remuneration Policy is annexed herewith as Annexure-A which forms part of thisreport.
The Board annually evaluates its performance as well as the performances of itsCommittees and of Directors individually.
For evaluating the performance of the Board as a whole the Board reviews theperiodical performances of the Company and the role of the Board towards achievement ofthe said performances and the future plans as set out from time to time.
The performance of the Whole Time Directors is evaluated by the Board by linking itdirectly with their devotion towards implementation and management of the growthparameters of the Company and the actual achievements of the Company.
The performance of the Non Executive / Independent Directors is evaluated on the basisof their contribution for adopting better corporate governance practices transparency anddisclosures in achieving the goal of the Company.
The performance of the various Committees of the Board is reviewed on the basis of theachievement of the work designated to the specific committee.
During the period under review 5 (five) meetings of the Board of Directors were heldas follows-:
|S.No. ||Date of Board Meeting |
|1 ||30th May 2017 |
|2 ||26th August 2017 |
|3 ||14th September 2017 |
|4 ||13th December 2017 |
|5 ||14th February 2018 |
COMMITTEES OF THE BOARD
The Directors of your Company have constituted the following Committees in accordancewith the provisions of the Companies Act 2013 read with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015-:
a) Audit Committee
The Composition of the Audit Committee is as under-:
|S.No. ||Name of the Members ||Designation |
|1 ||Mr. Sanwar Mal Saini ||Chairman |
|2 ||Mr. Vipin Aggarwal ||Member |
|3 ||Mr. Dev Kumar Bansal ||Member |
|4 ||Mr. Amod Pal Singh ||Member |
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
d) Risk Management Committee
The provisions relating to the Corporate Governance as enumerated under the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to your Company as the paid up share capital and net worth of theCompany as on the last day of the previous financial year are below rupees ten crores andrupees twenty five crores respectively. Hence the disclosure in the annual reportrelating to para C D and E of Schedule V to the above said Regulations does not forms thepart of this Report.
INDIAN ACCOUNTING STANDARDS
Your Company has adopted Indian Accounting Standards (Ind- AS') with effect from1st April 2017 pursuant to the Ministry of Corporate Affairs notification dated 16thFebruary 2015 notifying the Companies (Indian Accounting Standards) Rules 2015. Theimplementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18onwards.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 and Regulations34(3) of SEBI (LODR) Regulations 2015 a Vigil Mechanism for directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the Company's code of conduct or ethics policy has been established. The VigilMechanism Policy has been uploaded on the website of the Company.
During the year under review no employee was denied access to the Chairman of theAudit Committee. No complaints were received under Vigil Mechanism & Whistle BlowerPolicy during the financial year 2017-18.
RISK MANAGEMENT POLICY
The Company follows the risk management policy wherein the management keeps an eagleeye view on the markets related to the services provided by the Company. The managementalso monitors the socioeconomic changes worldwide and the changes in the currencyfluctuation to minimize the risks.
The Board members are regularly informed about the potential risks their assessmentand minimization procedures. The Board frames a plan for elimination / minimization of therisk and further lays out the steps for implementing and monitoring of the risk managementplan.
There are no risks which in the opinion of the Board are of the nature that canthreaten the existence of the Company. However the risks inter-se that are generallydealt in regular course of business and have to be taken care of are seasonal sale andweather conditions.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section 3 of Section 134 of the Companies Act 2013 theBoard of Directors of the Company hereby state and confirm that: -
i) in the preparation of the Annual Accounts for the financial year ended March 312018 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;
ii) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;
iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the Annual Accounts of the Company for the FinancialYear ended March 31 2018 on a going concern basis.
v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) of the Companies Act 2013 read with Rule12 (1) of the Companies (Management and Administration) Rules 2014 as amended theextract of the Annual Return in Form MGT 9 is provided as an Annexure-B to this report.
PARTICULARS OF EMPLOYEES / PERSONNEL
The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedin respect of directors/ employees of your Company forms the part of this Report. Howeveras per the provisions of Section 136 of the Act the annual report is being sent to allthe members of the Company excluding the aforesaid information. The said information isavailable for inspection by the members at the registered office of the Company up to thedate of the ensuing Annual General Meeting. Any member interested in obtaining suchparticulars may write to the Company Secretary at the registered office of the Company.During the period under review No employee of the Company was covered under any of theclauses of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended. Hence the disclosure under Rule 5(2) and 5(3) doesnot forms the part of this Report.
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. Your Company is in compliance with theapplicable secretarial standards.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS & OUTGO
The Company makes all efforts towards conservation of energy protection of environmentand ensuring safety.
During the period under review your Company has not absorbed any technology and therewere no transactions involving the foreign exchange earnings and outgo. Therefore nodisclosure is required to be given in this regard.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Your Company has not made any Loan or given any Guarantees and the details ofinvestments are given under relevant note of the Financial Statements. However theinvestments made does not exceeds the limits as prescribed under Section 186 of theCompanies Act 2013.
RELATED PARTY TRANSACTIONS
On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions. The Policy envisages the procedure governing relatedparty transactions required to be followed to ensure compliance with the applicable lawsand regulations as well as to ensure that the Related Party Transactions are managed anddisclosed in accordance with the legal and accounting requirements.
During the year under review no contract or arrangement was entered by the Company interms of the provisions of Section 188(1) of the Companies Act 2013. All the relatedparty transactions entered during the year were in the ordinary course of business and onarm's length basis.
Further no material related party transaction was entered during the year underreview. Accordingly disclosure as required under section 134(3)(h) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable toyour Company.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to the Corporate Social Responsibility as laid down underSection 135 of the Companies Act 2013 is not applicable to your Company.
STATUTORY AUDITORS AND THEIR REPORT
At the 29th Annual General Meeting of the Shareholders of your Company held on 23rdSeptember 2017 M/s MANV & Associates Chartered Accountants were appointed as theStatutory Auditors of the Company to hold office as such from the conclusion of the 29thAnnual General Meeting until the conclusion of the 30th Annual General Meeting on suchremuneration as may be approved by the Board. Your directors recommend the re-appointmentof M/s MANV & Associates Chartered Accounts as Statutory Auditors from the conclusionof this annual general meeting till the conclusion of 34th annual general meeting.
There are no qualifications reservations or adverse remarks made by M/s MANV &Associates Chartered Accountants Statutory Auditors of the Company in their report.Further pursuant to Section 143(12) of the Companies Act 2013 the Statutory Auditors ofthe Company have not reported any instances of frauds committed in the Company by itsofficers or employees.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the relevantprovisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company had appointed M/s Kundan Agrawal & Associates Company SecretariesDelhi to act as the Secretarial Auditor of your Company for the financial year 2017-18.The secretarial audit of your Company was conducted in respect of the matters prescribedin the said Rules and as set out in the Secretarial Audit Report for the financial year2017-18 which is provided as an Annexure-C to this report.
Pursuant to the provisions of Section 138 of the Companies Act 2013 and the relevantrules and regulations framed thereunder your Company had appointed M/s AVSG & Co.Chartered Accountants as the Internal Auditor for the financial year 2017-18.
The provisions relating to the Cost Audit and appointment of Cost Auditor under Section148 of the Companies Act 2013 are not applicable to your Company.
The equity shares of the Company continue to be listed on the Bombay Stock Exchange(BSE). We confirm that Annual Listing Fees for the financial year 2018-19 has already beenpaid within the stipulated time period.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas constituted necessary Internal Complaints Committee in accordance with the said Act.During the period under review your Company has not received any complaint of SexualHarassment at Work Place.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND OPERATIONS OF THE BANK
During the financial year 2017-18 no significant or material orders were passed by anyRegulator Court or Tribunal against your Company which could impact its going concernstatus or operations.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Board has inter-alia reviewed the adequacy and effectiveness of your Company'sinternal financial controls relating to its financial statements.
The Board has discussed with the Management of the Company the major financial riskexposures and the steps taken by it to monitor and control such exposures overseen andreviewed the functioning of the Whistle Blower Mechanism and the findings in respect ofthe investigations conducted on frauds which were material in nature and the actionstaken by the Management in this regard.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments except as reported below which affectedthe financial position of your Company which occurred between the end of the financialyear to which the financial statements relate and the date of this report.
A major fire accident was happened at the Registered Office of the Company on Tuesdaythe 3rd day of July 2018 at around 8:30 AM due to which the whole of the infrastructureat the Registered Office including all the statutory books and records was completelydestroyed. In view of this the operations at the Registered Office of your Company wastemporarily suspended by the management but with the consistent and dedicated efforts ofthe management the operations were resumed within a short period of time.
The Board of Directors places on record its gratitude to the Ministry of CorporateAffairs Securities and Exchange Board of India other Statutory and RegulatoryAuthorities Financial Institutions Stock Exchanges Registrar and Share Transfer AgentDepositories and Correspondent Banks for their continued support and guidance.
The Board also places on record its appreciation to the Shareholders of the Company fortheir continued support and to its valued customers for their continued patronage. TheBoard also expresses its deep sense of appreciation to all the employees of your Companyfor their strong work ethic excellent performance professionalism teamwork commitmentand initiatives which has led to your Company reinforcing its customer centric image andmaking commendable progress in today's challenging environment.
|For and on behalf of the Board || |
|Sd/- ||Sd/- |
|Vipin Aggarwal ||Meena Aggarwal |
|Director ||Director & CEO |
|DIN: 00084395 ||DIN: 00084504 |
|Place: New Delhi || |
|Date: 31st August 2018 || |