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Your Directors here by present the 33rd Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2018.
During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 2,12,315/-.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE COMPANYS AFFAIR:
The Company does not have any significant business activity and not carried out any business during the year under review.
Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
The issued, subscribed and paid up capital of the Company is Rs. 66069000/- divided into 66069000 equity shares of Rs 1/- each. There has been no change in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2017-18 is enclosed as an Annexure to this Boards Report. During the year under review, the company has not provided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arms 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.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review there is no change in Board of Directors of the company. After close of financial year Mr. MAHENDRA DOLATRAI GANATRA ceased as director of the company as on 11.06.2018 and Mr. VIPUL SHANTILAL TRIVEDI appointed as additional director of the company as on 01.06.2018 and subsequently resigned as on 23.08.2018 and Mr. SAGAR KISHORBHAI GAJERA was appointed as an Additional Director with effect from 22.08.2018 and be and is hereby appointed as a director (Non-Executive) of the company, liable to retire by rotation.
Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year 4 (Four) Board meetings were held. The dates of the Board Meetings were 25.05.2017, 01.08.2017, 10.11.2017 and 06.02.2018.
ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL GENERAL MEETINGS:
|Name of the Director||Category||No. of Board Meetings Attended||Last AGM Attendance|
|MAHENDRA GANATRA||Non - Executive (Director)||4||Yes|
|VINEET DEORARI||Non-Executive Independent Director||4||Yes|
|DINABEN GANATR||Non-Executive Independent Director||4||No|
None of the Directors hold Directorships in more than 20 companies. Further, any individual directors directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of more than five committees across all the public companies of which he is a Director.
MEETING OF INDEPENDENT DIRECTORS:
The Companys Independent Directors met on February 06, 2018 without the presence of the Executive Director and the Senior Management team. The meeting was attended by majority of Independent Directors and was conducted to enable the Independent Director to discuss matters prescribed under Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR) Regulation, 2015.
The Audit Committee of the reconstituted as on 23.08.2018 and presently comprises of three Directors being MR. SAGAR KISHORBHAI GAJERA, MR. VINEET DEORARI and MS. DINABEN GANATRA.
In order to align with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015. The terms of reference of the Audit Committee includes the following:
Role/ Functions of the Committee: o Reviewing with management the annual financial statements before submission to the Board. o Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. o Review of policies relating to risk management operational and financial. o Reviewing with the management, external auditors and the adequacy of the internal control system.
Powers of the Committee:
To investigate any activity within its terms of reference.
To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).
Compliance with accounting standards.
To obtain outside legal or other professional advice, if necessary.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
Compliance with Stock Exchange and legal requirements concerning financial statements.
Attendance at the Audit Committee Meetings:
During the year the Audit Committee met 4 times on 25.05.2017, 01.08.2017, 10.11.2017 and 06.02.2018 attendance of the members as under:
|Name||No. of Meeting attended|
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been re-constituted as on 23.08.2018 as per the provisions of Section 178(1) of the Companies Act, 2013 to review and to recommend the remuneration payable to the Executive Directors and Senior Management of the Company based on their performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently comprises of three Directors being MR. SAGAR KISHORBHAI GAJERA, MR. VINEET DEORARI and MS. DINABEN GANATRA. There was no committee meeting held during the year.
The following is the terms of reference of Nomination and Remuneration Committee:
Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;
Formulation of criteria for evaluation of independent directors and the Board;
Devising a policy on Board diversity; and
Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy which determines criteria inter-alia qualification, positive attributes and independence of Directors for their appointment on the Board of the Company and payment of remuneration to Directors, Key Managerial Personnel and other Employees. The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
Qualification, expertise and experience of the Directors in their respective fields;
Personal, Professional or business standing;
Diversity of the Board
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has set up Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been re-constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.
This committee presently consists of three directors namely, MR. SAGAR KISHORBHAI GAJERA, MR. VINEET DEORARI and MS. DINABEN GANATRA.
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.
AUDITORS AND AUDITORS REPORT:
M/S. BIPIN & CO., CHARTERED ACCOUNTANTS, VADODARA (FRN 101509W), Statutory Auditors of the Company to hold office from the conclusion this AGM until the conclusion of the AGM to be held in the year of 2020, for period of 3 years subject to ratification by members every year. The observations made by the Auditors in their Auditors Report and the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.
However, the requirement of ratification of appointment of Statutory Auditors under proviso to Section 139 of the Companies Act, 2013 is done away with under the Companies (Amendment) Act, 2017. As such, your Board does not seek members ratification for their re-appointment.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to 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. K. H. & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
|Qualifications made by Secretarial Auditor||Explanations by the Board|
|a) The Company has decided not to opt for Corporate Governance Report in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the time being.||The paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance Report so the Company has decided not to opt for the time being.|
|b) Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company.||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.|
|c) Updating of website with regard to various policies is pending.||The company will take necessary steps to update website with regard to various policies which are pending. The company will take necessary steps to comply with the same.|
|d) The company has not complied with certain regulation of SEBI (LODR) Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results.|
|e) As per section 203(1)(i),(ii) & (iii), the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer.||Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.|
|f) As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor.||The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has established the internal control system.|
|g) Statutory Registrar as per companies Act 2013 is yet to be updated.||The company will take necessary steps to update Statutory Register as per companies Act 2013.|
|h) Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.||The company will ensure to file all relevant documents in time with ROC and other authorities as when required.|
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required forming part of this report is annexed herewith.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Pursuance of Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions shall not applicable in respect of:
a. the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year;
b. the listed entity which has listed its specified securities on the SME Exchange.
Accordingly the paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time being.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or 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 the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) 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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Since there are no women employees in the Company hence no comments.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Boards Report the ratio of the remuneration of each director to the permanent employees remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk
As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.