To
The Members
Your Directors have pleasure in presenting the 35th Annual Report and the Audited
accounts for the financial year ended 31st March, 2019. Financial highlights are as
follows:
1. FINANCIAL RESULTS:
PARTICULARS |
YEAR ENDED AS ON |
|
31.03.2019 |
31.03.2018 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
Total Income |
1.94 |
- |
Less: Total Expenditure |
14.60 |
8.82 |
Exceptional Items |
- |
- |
Profit Before Depreciation and Tax |
(12.66) |
(8.82) |
Less: Depreciation |
- |
- |
Profit before Tax |
(12.66) |
(8.82) |
Less : Tax Expenses |
|
0.01 |
Profit after Tax |
(12.66) |
(8.83) |
2. DIVIDEND
Board of Directors of the company have not recommend any dividend for the financial
year 2018-19.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
4. SHARES
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. The Company has not issued any Bonus Shares during the year under review.
5. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
6. THE BOARD OF DIRECTORS
Pursuant to the provision of section 149 of the Act, Mr. Munna Lal Goyal and Mr. Sanjay
Chana were appointed as independent director at the annual general meeting held on
29.09.2014. They have submitted a declaration that each of them meets the criteria of
independence as provided in section 149(6) of the Act and there has been no change in the
circumstances which may affect their status as independent director during the year.
7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 4 (Four) Board meetings and one independent directors meeting during
the financial year under review. For details of the meetings of the board, please refer to
the corporate governance report, which forms part of this report.
8. BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well the evaluation of
the working of its Audit, Nomination & Remuneration and Stakeholder's Relationship
committee. The manner in which the evaluation has been carried out has been explained in
Corporate Governance Report.
9. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration committee
framed a policy for selection and appointment of Directors and fixing their remuneration.
The Remuneration Policy is stated in the Corporate Governance Report.
10. BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management procedure. The risk management includes
identifying types of risks and its assessment, risk handling and monitoring and reporting.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk,
legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.
11. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.
This policy is posted on the website of company.
12. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on
Related Party Transactions has been uploaded on the website of the company. All related
party transactions that were entered into during the financial year were on arm's length
basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by the company with
promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social
Responsibility are not applicable to the Company.
14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
Even through this non-production period the Company continues to ensure proper and
adequate systems and procedures commensurate with its size and nature of its business.
15. AUDITORS
15.1 STATUTORY AUDITORS
M/s D. K. J. and Associates, Chartered Accountants have been appointed as statutory
auditors of the company at the Annual General Meeting held in 2017 for a period of five
years'
15.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed Anil Somani & Associates, Practicing Company Secretaries as a Secretarial
Auditor of the Company for the financial year 2018-19. Secretarial Audit Report for the
year 2018-19 is annexed herewith as "Annexure A".
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint venture company.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a
separate section titled Report on Corporate Governance has been included in this Annual
Report. Your Directors are pleased to report that as on 31st March 2019, your Company is
fully compliant with the SEBI Guidelines on Corporate Governance.
A Certificate from the Auditors confirming compliance with the conditions of corporate
Governance is also annexed.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed with no material departures;
b) they have selected such accounting policies and applied them 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 at the end of the financial year and of the profit
of the Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the Company that are adequate and
are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that these are adequate and are operating effectively;
20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure B".
21. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure
"C" and is attached to this Report.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no Contracts or Arrangements made with related parties by the Company under
Section 188 of the Companies Act, 2013 during the year under review.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review.
24. 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 employees
of the Company is as follows:
The company has one Executive Director and due to financial constraints being faced by
the company he has forgone remuneration. Further, no sitting fees has been paid to any
director during the year.
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are:
a) Employed throughout the year Nil
b) Employed for part of the year Nil
The remuneration paid to all Key management Personnel was in accordance with
remuneration policy adopted by the company.
25. PERSONNEL
The directors wish to place on record their appreciation to the employees for their
notable contributions to the Company and for the Co-operation extended to the management
in maintaining harmonious industrial relations at all the units.
26. ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude for the valuable guidance and
support rendered by the Government of Maharashtra and various stakeholders, such as,
shareholders, customers and suppliers, among others and society at large for their support
and cooperation and continuing commitment and dedication of the employees at all levels,
which has been critical for the Company's success. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company. The
Directors look forward to their continued support in future.
27. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysis
contain certain statements relating to the future and therefore are forward looking within
the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Fanindra Biswal |
Sanjay Chana |
Place: New Delhi |
Director |
Director |
Date: 30th April, 2019 |
DIN : 08034992 |
DIN: 00292013 |
|