DIRECTORS’ REPORT
The Members,
Your Directors have pleasure in presenting their 28- Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2018.
1. Financial summary or Highlights/Performance of the Company (Standalone)
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PARTICULARS
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2017-2018
|
2016-2017
|
|
gross Income
Profit Before Interest and Depreciation
|
31081839
4511996
|
2362614
(2390218) .
|
|
Finance Charges Gross Profit
|
2205
4509791
|
166
(2390384)
|
|
Provision for Depreciation
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332648
|
288960
|
|
Net Profit Before Tax
|
4177143
|
(2679344)
|
|
Provision for Tax I Net Profit After Tax
|
0
4177143
|
0
(2679344)
|
|
Balance of Profit brought forward
|
(136080228)
|
(133400884)
|
|
Balance available for appropriation
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(131903085)
|
(136080228)
0
0
0
(136080228) |
|
|
Proposed Dividend on Equity Shares
Tax on proposed Dividend
Transfer to general Reserve
Surplus carried to Balance Sheet
|
0
0
0
(131903085)
|
I 2. Brief description of the Company’s working during the year/state of company s aria
Your Company has already started various activities to generate revenue.
During the year company made profit to the tuna of Rs41.77 Lacs as compared to previous year's loss of Rs,26.79 Lacs.
11 Your company is trying best to achieve the goal.
Change in the nature of business, if any
Since your company has started various activity and started to earn from that, major transaction of fruits and vegetables, purchases & sales based on cash under the regulation of IT Act, controlled by the Company.
3. Dividend
In view of not sufficient profit, the Directors are unable to recommend any dividend for the year.
I 4. Reserves
II No amounts are transferred to Reserves in view of Losses
I 5. Share Capital
I ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
I The company has not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules. 2014 [Chapter IV]. Hence, no details are provided for it.
ISSUE OF SWEAT EQUITY SHARE
The company has not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014. Hence, no details are provided for it.
6. Directors and Key Managerial Personnel
During the year Mr. Mitesh Kumar Shah was appointed as an additional director of the Company w.e.f. 16,h March, 2018. And he also resigned wef 28"' June 2018 due to his personal reasons and which has been approved and informed to BSE Ltd
Mr. Kumar V. Shah, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment,
7. Particulars of Employees
The Company has no employees in respect of whom information is to be furnished under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees of the Company.
8. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate governance Report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate governance Report.
10. Declaration by an Independent Director(s) and re- appointment, if any
The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.
11. Remuneration Policy
The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and appointment of Directors, Senior Management and their remuneration.
12. Managerial Remuneration:
During the year under review, Mr. Kumar V. Shah, Chairman and Managing Director was paid Rs,12,00,000/=- as remuneration.
13. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act, there are no subsidiari/joint ventures/associate companies. Hence, the said details are not provided.
14. Auditors:
M/S A. A. Siddiqui & Co., Chartered Accountants were appointed as Auditors of the Company for the period three years i.e. form the conclusion of 27th AGM held on 09-09-2017 till conclusion of the 30 th AGM of the Company to be held in the year 2020. Accordingly, it has been proposed to re appoint him for one more year.
15. Auditors1 Report
The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
16. Disclosure about Cost Audit
During the year, the Cost Audit was not applicable to the Company and hence no details are provide for it.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. Jignesh M. Pandya & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.
Regarding qualification and remarks in the Secretarial audit report, your Board offer following explanations.
Explanation Note. Non Compliance of section 203 of the Companies Act, 2013 with respect to Non appointment of full time Company Secretary
Explanation Note. Your Company was not able to appoint a full time Company Secretary considering its financial position. However, your company will appoint the same in the current financial year.
Other than the above, the report is self-explanatory and do not call for any further comments.
18. Internal Audit & Controls
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. As the Company is a sick company, it has not appointed Internal Auditor.
19. Issue of employee stock options
During the year under review, the Company has not issued any employee stock options and accordingly no details are provided for it.
20. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.
21. Risk management policy
Pursuant to section 134(3)(n) of the Companies Act, 2013 and clause 49 of the listing agreement, the company has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in opinion of the Board may threaten the existence of the company.
At present the company has not identified any element of risk which may threaten the existence of the Company.
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE t.
23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There are no material changes and commitments affecting financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
25. Deposits
During the year, the Company has not accepted any deposits from public.
26. Particulars of loans, guarantees or investments under section 186 .
Details of Loans:
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SL.
No.
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Date of making loan
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Details of Borrower
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Amount
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Purpose for which the loan is to be utilized by the recipient
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Time period for which it is given
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Date of BR
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Date of SR (if reqd)
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Rate of interest
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Security
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NIL
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|
|
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Details of Investments: -
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SL.
No.
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Date of investment
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Details of Investee
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Amount
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Purpose for which the proceeds from investment is proposed to be utilized by the recipient
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Date of BR
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Date of SR (if reqd)
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Expected rate of return
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| |
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NIL
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|
|
|
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Details of Guarantee I Security Provided:
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SL.
No.
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Date of providing security/ guarantee
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Details of recipient
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Amount
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Purpose for which the security/guarantee Is proposed to be utilized by the recipient
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Date of BR
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Date of SR (if any)
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Commission
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| |
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NIL
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27. Particulars of contracts or arrangements with related parties:
There are no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third provision.
28. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.
29. Management Discussion and Analysis-
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31 -- March, 2018.
Statutory Disclosures V
In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors’ Report. The company does not have any employee under the said category.
30. The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013y. During the year Company has not received any complaint of harassment.
31. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: The Company has not carried out any manufacturing activity during the year.
(a) Conservation of energy
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(0
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the steps taken or impact on conservation of energy
|
Not Applicable
|
|
(ii)
|
the steps taken by the company for utilizing alternate sources of energy
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Not Applicable
|
|
(i«)
|
the capital investment on energy conservation equipment’s
|
Not Applicable
|
(b) Technology absorption
|
(i)
|
the efforts made towards technology absorption
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Not Applicable
|
|
(ii)
|
the benefits derived like product improvement, cost reduction, product development or import substitution
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Not Applicable
|
|
(HI)
|
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
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Not Applicable
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| |
(a) the details of technology imported
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Not Applicable
|
| |
(b) the year of import;
|
Not Applicable
|
| |
(c) whether the technology been fully absorbed
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Not Applicable
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| |
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
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Not Applicable
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|
(iv)
|
the expenditure incurred on Research and Development
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Not Applicable
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(c) Foreign exchange earnings and Outgo
There were no earning or outgo in Foreign Exchange during the Current year and Previous year.
32. Corporate Social Responsibility (CSR)
Due to losses incurred, the Company was not required to spent any amount towards Social Responsibility, and hence no details for the same are provided.
33. Directors’ Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)
(c)read with section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) the directors 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 loss of the company for that period;
(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 directors had prepared the annual accounts on a going concern basis; and
(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) 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.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
35. Listing With Stock Exchanges :
The Company had requested BSE for installment in payment of listing fees for the year 2016-2017 & 2017-18 and BSE has agreed to it.
36. Status under Sick Industrial Companies ( Special Provision) Act, 1985
The Company is a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provision) Act, 1985.
37. Acknowledge
Your Directors would like to acknowledge to all contribution, support, help received from all the stakeholders, Government Agencies, Banks.
For and on behalf of the Board of Directors
Kumar Shah
Place : Mumbai Chairman and Managing Director
Date : 30/05/2018
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