Dear Members,
The Directors have pleasure in presenting the 33rd Annual Report together with the Audited Accounts for the year ended March 31, 2018.
Financial Highlights
The business activities of the Company resulted in to the net Profit after tax of Rs. 85,60,347/- as compared to net loss of Rs. 21,04,443/- in the previous year; to conserve the resources for future working capital requirements, the Directors are not recommending any dividend.
State of Company’s Affairs and Future Outlook
The Company is currently in the business of Non-Banking Financial Services and other financial activities.
The Company is evaluating possibilities of designing diverse financial products including lending to customers of real estate projects to align exposure to match with the progress of property development; however the activities relating to NBFC business within the guidelines and stipulations of RBI would continue to be focused on lending.
Material Changes and Commitments after the end of the Financial Year
No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of this report.
Share Capital
The paid-up equity share capital of the Company as at 31st March, 2018 was Rs. 644.938 lakhs.
During the previous year Company made a preferential issue of 44,49,780 equity shares @ ‘ 50/- per share including share premium of ‘ 40/- per share. Though the application money was received prior to 31st March, 2017, allotment of shares for the same was made on 28th April 2017 after receipt of approval from RBI. After the said allotment on 28 April, 2017 paid-up equity share capital of the Company stands at Rs. 644.938 Lakhs.
The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS at the year ended on 31 March, 2018.
Fixed Deposits
The Company has not accepted any fixed Deposit during the financial year under review.
Subsidiary, Joint Venture and Associate Companies
The Company has no subsidiary or joint venture companies. During the financial year under report, no company has become / ceased to be subsidiary or joint venture company.
Details of Directors and Key Managerial Personnel
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Sr. No.
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Name and Address
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Designation
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Date of Appointment
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DIN/PAN
|
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1
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Mr. Sureshbabu Malge 1, Sonal Apartment, Charai, Thane - 400 601 Maharashtra, Indian
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Chairman, Joint Managing Director
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28/07/2017
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01481222
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2
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Mr. Purushottam Bohra B-14, Gopuram CHS. Ltd, Somani Gram,Ram Mandir Road, Goregaon (West), Mumbai - 400104 Maharashtra, India
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Managing Director
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25/06/2002
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02196063D
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3
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Mr. Jayesh Jashvantlal Shah 15-B, Yashomangal, Plot No. 64, B. L. S. Road, Near Lalubhai Park, Andheri (West), Mumbai - 400 058 Maharashtra, India
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Non Executive, Independent Director
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01/09/2017
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00260876
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|
4
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Mr. Sumit Sureshbabu Malge Sonal Apartment, 1st Floor, Joshiwada, Annaji Sunder Road, Charai, Thane - 400 601 Maharashtra, India
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Director
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28/07/2017
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02413173
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5
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Mr. Kanwaljit Singh House No. 1104, Sector 39B, Sector 36, Chandigarh -160 036 Punjab, India
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Non-Executive, Independent Director
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12/05/2018
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08122223
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6
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Mrs. Rizwana Muazzam Rumani Room No. 4, Jama Masjid Building, Opp. Kalva Medical, Ganesh Oil Depot, Kalva, Thane - 400 602 Maharashtra, India
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Non-Executive, Independent Director
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12/05/2018
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08122263
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|
7
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Ms. Madhuri Bohra -14, Gopuram CHS. Ltd, Somani Gram, Ram Mandir Road, Goregaon (West), Mumbai - 400104, Maharashtra, India
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Director (Resigned w.e.f. 12.05.2018)
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26/03/2015
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07137362
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8
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Mr. Vinod Chopra P. N. 10, Heavy Industrial Area, Jodhpur, 342003, Rajasthan, India
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Non-Executive, Independent Director (Resigned w.e.f. 12.05.2018)
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28/06/2008
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02257009
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|
9
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Mr. Parasmal Jain 3/14, Rajendra Park, Station Road, Goregaon (w), Mumbai, 400062, Maharashtra, India
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Non-Executive, Independent Director (Resigned w.e.f. 12.05.2018)
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28/06/2008
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02257253
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|
10
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Mr. Pradeep Kumar 205, Brahmin Wadi, Near Express Highway, Jogeshwari (East), Mumbai - 400 060 Maharashtra, India
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Company Secretary
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18/05/2018
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CSUPK1798M
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|
11
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Mr. Sonu Sureshbabu Malgee Sonal Apartment, 1st Floor, Joshiwada, Annaji Sunder Road, Charai, Thane - 400 601,Maharashtra, India
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Chief Executive Officer
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18/05/2018
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AOPPM0149B
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12
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Mr. Anand Jain Flat No. 4, C-46, Sector 10 Shanti Nagar, Mira Road (East) Thane 401107
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Chief Finance Officer
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02/07/2015
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AGUPJ8122E
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Mr. Sumit Sureshbabu Malge is liable to retire by rotation and being eligible offered himself for re-appointment.
Mr. Jayesh Jashvantlal Shah, Mr. Kanvaljit Singh and Mrs. Rizwana Muazzam Rumani, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent directors during the year.
Appointments during the Financial Year
Mr. Suresh Babu Malge (DIN: 01481222), was appointed as Chairman and Joint Managing Director (Non-Executive) on the Board with effect from July 28, 2017 and has been regularized by the members at previous Annual General Meeting as Chairman and Joint Managing Director of the Company for a period of 5 years with effect from July 28, 2017.
Mr. Sumit Malge (DIN: 02413173), was appointed as an Additional Director (Non-Executive) on the Board with effect from July 28, 2017 and has been regularized as Director by the members at previous Annual General Meeting,
Mr. Jayesh Shah (DIN: 00260876) who was appointed as an Additional, Non-Executive, Independent Director with effect from September 01, 2017 on the Board of the Company and regularized and appointed by the members as an Independent Director for the period of Five year at this Annual General Meeting with effect from September 01, 2017.
Appointments and Resignations after end of the Financial Year
Mr. Kanwaljit Singh (DIN: 08122223), was appointed as Additional Non-Executive Independent Director on the Board with effect from May 12, 2018 and the necessary resolution is being proposed at the ensuing Annual General Meeting for the approval of the members to regularized and appoint Mr. Kanwaljit Singh as NonExecutive Independent Director of the Company for a period of 5 years with effect from May 12, 2018.
Mrs. Rizwana Muazzam Rumani (DIN: 08122263), was appointed as Additional Non-Executive Independent Director on the Board with effect from May 12, 2018 and the necessary resolution is being proposed at the ensuing Annual General Meeting for the approval of the members to regularized and appoint Mrs. Rizwana Muazzam Rumani as Non-Executive Independent Director of the Company for a period of 5 years with effect from May 12, 2018.
Ms. Madhuri Bohra, Director, (DIN: 07137362), Mr. Vinod Chopra, Non-executive Independent Director, (DIN: 02257009) & Mr. Parasmal Jain, Non-executive Independent Director, (DIN: 07137362) resigned from the Board of Directors of the Company with effect from May 12, 2018.
Mr. Sonu Sureshbabu Malge was appointed as Chairman Chief Executive Officer (CEO) of the Company by the Board of Directors with effect from May 18, 2018.
Mr. Pradeep Kumar Vyas was appointed as Company Secretary and compliance Officer of the Company by the Board of Directors with effect from May 18, 2018.
Reconstitution of Committees of the Board
Mr. Jayesh Shah, Non-executive Independent Director, has been appointed as Chairman of Audit Committee and Mr. Kanwaljit Singh, non-executive Independent Director and Mr. Sumit Malge, Director, have been appointed as other members of Audit Committee with effect from 12th May, 2018
Mr. Kanwaljit Singh, Non-executive Independent Director, has been appointed as Chairman of Nomination and remuneration Committee and Mr. Jayesh Shah, Non-executive and Mr. Sumit Malge have been appointed as other members of Nomination and Remuneration Committee with effect from 12th May, 2018
Mrs. Rizwana Muazzam Rumani, Non-executive Independent Director, has been appointed as Chairman of Stakeholders Relationship Committee and Mr. Kanwaljit Singh, Non-executive Independent Director and Mr. Sumit Malge, Director, have been appointed as other members of Stakeholders Relationship Committee with effect from 12th May, 2018.
Board Meetings
During the Financial Year 201 7-18, Seven meetings of the Board of Directors of the company were held. The date of the meetings of the board held is as under-
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Sr. No.
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Date of Meeting
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Total Strength of the Board
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No of Directors Present
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01
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28 April, 2017
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4
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4
|
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02
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30 May, 2017
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4
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4
|
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03
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28 July, 2017
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4
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4
|
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04
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14 Aug,2017
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6
|
6
|
|
05
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01 Sep, 2017
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6
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6
|
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06
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15 Nov, 2017
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7
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6
|
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07
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14 Feb, 2018
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7
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6
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Independent Directors’ Meeting
During the year under review, Independent Directors met on 14th February 2018, inter-alia, to discuss:
- Evaluation of the performance of Non-Independent Directors and the Board as whole.
- Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
- Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.
Particulars of Loan, Guarantees and Investments under Section 186
The provisions of Section 186 are not applicable to Non-Banking Finance Companies.
The Company has not granted any Loan or provided any security, guaranty to related parties during the year under review.
Particulars of Contracts or Arrangements with Related Parties
During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and the foreign exchange earnings and out go are NIL.
Internal Control and System
The company has adequate internal control procedures commensurate with its size and nature of business.
The Company has Independent Internal Auditors M/s Amruta Kothari & Associates, Practicing Company Secretary, to review critical areas of operations. The audit reports are reviewed periodically by the management and the audit committee of the Board and appropriate measures are taken to improve the process.
Board Evaluation
Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.
Particulars of Employees
During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended from time to time.
Audit Committee
The Audit Committee comprises Independent Director namely Mr. Parasmal Jain (Chairman), Mr. Vinod Chopra and Mr. Purushottam Bohra as other member. Recommendations, if any, made by the Audit Committee were accepted by the Board.
Nomination & Remuneration Committee & Policy
In compliance with section 178 of the Act and of the SEBI (LODR) Regulations, 2015 the Board has constituted “Nomination and Remuneration Committee” which comprises Non-executive Directors namely Mr. Sureshbabu Malge (Chairman & Joint Managing Director) and Mr. Purushottam Bohra (Managing Director) as other member.
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2018.
Disclosure on Establishment of a Vigil Mechanism
The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
There were no complaints reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No Fraud reported / observed during the financial year 2017 -18.
AUDITORS
Statutory Auditors
The auditors M/s. NGST & Associates, Chartered Accountants, (Firm Registration No135159W), were appointed as Statutory Auditors of the Company for the period of five consecutive years in accordance with the provisions of the Companies Act, 2013 at the conclusion of previous Annual General Meeting held on 29th September, 2017. In terms of provisions of section 139 (1) the appointment of M/s NGST & Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the members at the ensuing Annual General Meeting.
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s Amruta Kothari & Associates, Practicing Company Secretaries, Mumbai in accordance with Provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and forms part of this Report. There are Qualifications or Observations or remarks made by the Secretarial Auditor in the report.
Management reply to the observation raised in the Secretarial Audit Report is as under:_
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Observation
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Reply
|
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-Non Compliance under section 203 of the Act with respect to the appointment of Company Secretary.
-Non Compliance under section 93 with respect to the filling of form MGT-10.
-Non-Compliance with Form MR-1 for Managing Director appointment is not filed.
-Non Compliance with the name of the Company does not reflect main object of the Company.
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The Board has appointed Company Secretary w.e.f. 18/05/2018
As the company has reclassified the promoter and promoter group and management of the Company has been changed in accordance with SEBI (SAST) Regulations, 2011, the management is of opinion that there is no requirement of filing form MGT-10 in this case.
The Company is filing Forms with ROC as required under Companies Act, 2013 and forms pending to be filed inadvertently, if any, will be filed in due course.
The Company has mad application to RBI for approval of change the name in accordance with object clause of Memorandum of Association of the Company.
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-Late Filling of Statutory audited Certificate with RBI. -Non-Compliance with filling of net own fund statement with Auditors Certificate with RBI. -Company has registered with FIU(Financial Intelligent unit India) after prescribed time.
-Late filling of Foreign Direct Investment statement. -Late filling of board resolution for not accepting public deposit.
-Late filling of Annual return with RBI.
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Company is regularly filing required documents and submissions with RBI pursuant to RBI Guidelines.
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- Non-Compliance with the regulation 6(1) regarding appointment of qualified Company Secretary or Compliance officer
- Non-compliance with the regulation 7(2) regarding intimation to the Stock exchange.
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Considering the size and operations of the company, the company is unable to find suitable candidate for appointment; however the Company has invited applications for appointment through newspaper publications for Company Secretary.
The Company is following all the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in letter and spirit, the Compliance Certificate under Regulation 7(3) was pending for the Half Year ended September, 2017 will be submitted to the Bombay Stock Exchange to comply with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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Cost Auditors
Requirements of Appointment of Cost Auditors of the company are not applicable to the company.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
a) In the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
The directors had 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 as at 31st March, 201 7.
b) The directors had 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;
c) The directors had prepared the annual accounts on a going concern basis;
d) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
e) The proper internal financial controls are in place and that such internal financial controls are adequate and are 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.
Extract of Annual Return
The extract of Annual Return, in format MGT -9, for the Financial Year 2016-17 has been enclosed with this report.
Acknowledgment
The Directors express their sincere appreciation to the valued shareholders, bankers, professionals, clients and devoted employees for their support.
By Order of the Board of Directors
Vora Constructions Limited
Date: 14th August, 2018 Sureshbabu Malge Purushottam Bohra
Place: Mumbai Chairman & Jt. Managing Director Managing Director
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