Dear Members,
Directors are pleased to present their Thirty Six Annual Report on the business and
operations of your Company along with the Audited Financial Statements for the financial
year ended on 31st March, 2018.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March, 2018 is summarized
below:
| Particulars |
For the year ended 31.03.2018 |
For the year ended 31.03.2017 |
|
('inLakhs) |
('inLakhs) (As per Ind AS) |
| Revenue from operations |
13,56,225 |
60,43,422 |
| Other Income |
12,91,992 |
6,76,961 |
| Total Revenue |
26,48,217 |
67,20,383 |
| Profit/(Loss) before Tax |
(1,89,738) |
(32,49,413) |
| Less: Tax Expenses |
- |
- |
| Profit/(Loss) for the year |
(1,89,738) |
(32,49,413) |
2. RESERVES
Your Directors do not propose to transfer any amount to General Reserve.
3. ADOPTION OF INDIAN ACCOUNTING STANDARDS (Ind AS)
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette
dated February 16, 2015, notified applicability of Ind AS to a certain class of Companies.
Accordingly, Ind AS was applicable to your Company for the accounting period beginning
April 1, 2017 with a transition date on April 1, 2016. Your Company has adopted the Ind AS
and the financial statements comply with all aspects with Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian
Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The
comparative financial information of the Company for the year ended March 31, 2017 and the
transition date opening balance sheet as at April 1, 2016 included in the Ind AS financial
statements, are based on the previously issued statutory financial statements for the
years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies
(Accounting Standards) Rules, 2006 (as amended) and adjustments to those financial
statements for the differences in accounting principles adopted by the Company on
transition to the Ind AS.
4. PERFORMANCE AND AFFAIRS OF THE COMPANY:
The year under review was not satisfactory for the company due to the difficult market
conditions and effects of demonetization, the Company has made loss of Rs. 18,97,738/-
(previous year loss of Rs. 32,49,413/-).
The performance and outlook of the Company has been discussed in the Management
Discussion and Analysis Report, which is forming part of the Annual report
5. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
It is proposed to diversify in the business of building contractors and trading
building materials, trading in agro-products and food products and all kinds of chemicals
which are covered under the Object clause No. 97, 99 and 109. Except the above there is no
change in the nature of business of the Company during the year. There is no revision made
in the Board's Report and whatever submitted herewith is the final report.
6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES
During the year under review, your Company did not have any subsidiary, associate and
joint venture Company.
7. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and amended
rules thereafter. The question of non-compliance of the relevant provisions of the law
relating to acceptance of deposit does not arise.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Directors
Mr. Jiten Sushil Choksey (DIN 00342706), Director will retire by rotation and being
eligible and not being disqualified under section 164 of the Companies Act, 2013, offers
himself for re-appointment.
Mr. Jiten Sushil Choksey (DIN 00342706) is appointed as the Managing Director of the
Company for a period of 5 years with effect from 23rd August, 2018 to 22nd August, 2023.
Except of the above there is no other appointment, resignation, disqualification during
the year under review.
ii. Declaration by an Independent Director(s)
The Company has received all the necessary declaration from each independent director
under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Listing Regulations
iii. Annual Evaluation of Board
In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried
out the annual performance evaluation of its own performance, and that of its Committee
and other Directors. A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, and also as per the Guidance Notes
issued by SEBI vide its Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January,
2017 covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
9. BOARD AND COMMITTEES
During the Financial year, total 3 (Three) meetings of the Board of Directors were held
on 30/05/2017,11/08/2017 and 14/02/2018.
The 35th Annual General meeting of the Company was held on 29th September, 2017 for the
financial year 2016-2017
10. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by your Directors they make the following statements in terms of
Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied consistently and
made Judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the
Company for the year ended on that date;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts havebeen prepared on a going concern basis; and the directors
have laid down proper systems financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.
e. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
11. NOMINATION AND REMUNERATION COMMITTEE
The board has constituted Nomination and Remuneration Committee in accordance with the
provisions of the Companies Act, 2013 and Listing Regulations on 30th May,2016.The Board
has in accordance with the provisions of sub-section (3) of Section 178 of the Companies
Act, 2013, formulated the policy setting out the criteria for determining qualifications,
positive attributes, independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. There has been no change in the
policy during the year.
12. AUDIT COMMITTEE
The composition of an Audit Committee is of three Independent Directors as follows:
1. Mr. Subash Mayekar -Independent Director (Chairman of the Committee)
2. Mr. Kamlesh Dubey - Independent Director
3. Mrs. Rushali Chaulkar - Independent Director
13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal and unethical behaviour.
The Board of Directors of the Company have, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any victimization on raising of concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any, financial
statements and reports, etc.
14. RISK MANAGEMENT SYSTEM
The Board is of the opinion that there exist no risk threatening the existence of the
Company and it discusses the various risks namely business, finance and legal from time to
time and takes corrective actions as and when required.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are given as under:
Energy Conservation: N.A.
Technology Absorption: N.A.
Foreign Exchange Earnings and outgo: Nil
16. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's
business, size and complexity of its operations are in place. It has been operating
satisfactorily.
17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an adequate system for internal financial controls which commensurate
with its size and nature of business. Detailed procedures are in place to ensure that all
assets are safeguarded and protected against losses, all transactions authorized, recorded
and appropriately reported. The internal control system is monitored and evaluated by an
Internal Auditor at every quarter and the Audit Committee discusses in details the
Internal Audit Report at quarterly meeting. No material issues in relation to the adequacy
of Company's control systems were raised during the year.
18. AUDITORS
(i) STATUTORY AUDITOR
Amar Bafna & Associates, Chartered Accountants, Mumbai had tendered their
resignation as Statutory Auditor of the Company vide their letter dated 14th July, 2018.
Kulkarni Shekhawat & Co LLP, Chartered Accountants (Registration Number W100116),
Statutory Auditors of the Company hold office as Auditors only upto the conclusion of the
Thirty-Sixth Annual General Meeting and being eligible have expressed their willingness to
continue till the conclusion of Forty-first Annual General Meeting to be held in the year
2023. The Board recommends their reappointment to the members.
The Auditors have confirmed their willingness and eligibility as required under Section
141 of the Companies Act, 2013.
(ii) SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Actand the rules framed there under, the
Board has appointed Jain Anil & Associates, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial year 2017-18. The Report
of the Secretarial Audit Report in Form MR-3 is annexed herewith.
19. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company has sent Annual
Report through electronic mode(email) to all the shareholders who have registered their
email addresses with the Company or with the Depository to receive the Annual Report
through electronic mode and initiated steps to reduce consumption of paper. For members
who have not registered their email addresses, physical copies will be sent through a
permitted mode.
20. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources in
the business which maximize the effectiveness of the Organization. Human resources build
the Enterprise and the sense of belonging would inculcate the spirit of dedication and
loyalty amongst them towards strengthening the Company's Polices and Systems. The Company
maintains healthy, cordial and harmonious relations with all personnel and thereby
enhancing the contributory value of the Human Resources.
21. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company conducts operations in such a manner, so as to ensure safety of
all concerned, compliance environmental regulations and preservation of natural resources.
There was no accident during the year.
22. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH
FINANCIAL RESULTS RELATES
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and date of this report
23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
The Company has taken loan from Director of the Company during the year. The details of
loans given are given in the notes to Financial Statements.
24. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has entered into the related party transaction with Kumar Wire Mesh Private
Limited at a monthly rent of Rs.50,000/- prior to the Companies Act, 2013. The terms of
contract are at arms length and in the ordinary course of business. Since there are a
single related party transaction the details in the format Form AOC- 2 has not been given.
25. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
There was no employee in the Company pursuant to Section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION &REDRESSAL) ACT, 2013.
The Disclosure under Sexual harassment of Women at workplace (Prevention, Prohibition
& Redressal) Act, 2013 is not applicable to the Company as it does not have requisite
number of employees.
27. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting isrequired in respect of the
following items as there were notransactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have an
impacton the going concern status and the Company's operations in future.
28. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation to all the stakeholders for
their services received during the year.
|
For and On behalf of the Board of Directors |
|
Jiten Sushil Choksey |
|
Chairman 8t Managing Director |
| Place: Mumbai |
DIN:00342706 |
| Date: 23rd August, 2018 |
|
|