TO THE MEMBERS
The directors submit their report and accounts for the financial year 2017-18.
OPERATIONS
During the year ended March 31, 2018, the sales and other income were NIL against
1,510/- in the previous year ended 31st March 2017. The loss for the period under review
was 6,39,955/- as against loss of 3,69,404/- in the previous year.
DIVIDEND
The directors do not recommend any dividend.
DIRECTORS
i) Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Suresh Chandra Rustagi (DIN: 00076278), who retires by
rotation and is eligible for reappointment.
ii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
iii) Board Evaluation
The Board of Director s has carried out an annua l evaluation of its own performance,
Board Committees and indivi dual director s pursuant to the provi sions of the Act and the
corporat e governance requi rements as prescr ibed under Clause 49 of the Listing Agreem
ents.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of non-independent
directors, and performance of the board as a whole was evaluated, taking into account the
views of non-executive directors. The same was discussed in the board meeting that
followed the meeting of the independent at which the performance of the Board, its
committees and individual directors was also discussed.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
iv) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel. More details of the same are given in the Corporate Governance
Report annexed to this report as Annexure C.
v) Board Meetings
During the year, four Board meetings and four Audit Committee meetings were convened
and held. The details are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under Companies Act, 2013.
vi) Code of Conduct
The Board of Directors of the Company have adopted Code of Business Conduct &
Ethics. All the membe rs of the Board have affirmed compliance with the Code for the year
ended 31st March, 2018 this report.
vii) Code of Conduct for Prevention of Insider Trading
The Company has a Code of Conduct for Prevention of Insider Trading in the shares and
securities of the Company. This Code, inter alia, prohibits purchase/sale of shares of the
Company by Directors and employees while in possession of unpublished price sensitive
information in relation to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
i. that in the preparation of the annual accounts, the applicable accounting standards
have been followed so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2018 and of the loss of the Company for the year ended on that
date;
ii. 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 that period;
iii. that 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;
iv. that the annual financial statements have been prepared on a going concern basis;
v. that proper internal financial controls to be followed by the Company have been laid
down and that such internal financial controls are adequate and were operating
effectively; and
vi. that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial year 2017-18. All
Related Party Transactions entered into in the past were on an arms length basis and were
in the ordinary course of business. There are no materially significant Related Party
Transactions made by the Company with promoters and directors, which may have potential
conflict with the interests of the Company at large.
A statement of all related party transactions is presented before the Audit Committee
on a quarterly basis, specifying the nature, value and terms &conditions of the
transactions. None of the Directors has any pecuniary relationships or transactions
vis--vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts which
would impact the going concern status of the Company and its operations.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
There are adequate internal control systems commensurate with the size of the company
and nature of its business.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report.
AUDITORS REPORT
Auditors observations have been explained in Annexure A which forms part of
this report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Kundan Agrawal and Associates., a firm of Company Secretaries in Practice,
to undertake the Secretarial Audit of the Company. The secretarial auditor had made
qualification as to compliance of key managerial persons and few documents/records and
returns are required to be updated/ filed as per the various provisions of the Companies
Act and other applicable Acts, rules and regulations. Your directors submit that the
Companys operations are closed and it has no income. Therefore, the Company has not
appointed any key managerial person. Further, records have been updated and all the
returns have been filed. The Report of the Secretarial Audit is annexed herewith as Annexure
– E.
AUDITORS
The company in its 35th Annual General Meeting had appointed M/s Agarwal Seth &
Co., Chartered Accountants as statutory auditors from 35th Annual General Meeting until
36th Annual General Meeting. A resolution seeking ratification of their appointment from
36th Annual General Meeting to 37th Annual General Meeting is place for approval of the
shareholders.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given as "Annexure
D"
in the prescribed Form MGT-9, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
The Company does not have any employee on its roll as such the information required
under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the statement containing particulars
of employees as required under Section 197(12) of the Act read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
provided.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as
"Annexure -B".
ACKNOWLEDGMENT
Your directors wish to thank and deeply acknowledge the valuable assistance;
co-operation and support extended by the Central and State government authorities and bank
during the year under review. The Board also gratefully acknowledges the support and
goodwill extended by the shareholders of the company.
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For and on behalf of the Board of Directors |
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S.C. Rustagi |
B. P. Yadav |
|
Director |
Director |
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DIN: 00076278 |
DIN: 01173428 |
| Date: May 28, 2018 |
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| Place: New Delhi |
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+91-9892691696
