Dear Members,
Your Directors take pleasure in presenting the 34th Annual Report of your
company together with the Audited Balance Sheet as on 31st March, 2019 and the
statement of Profit & Loss for the year ended on that date.
FINANCIAL RESULTS
The performance of the company for the financial year ended 31st March, 2019
is summarized below :
|
Year ended 31.03.2019 |
Year ended 31.03.2018 |
| Income(Gross) |
(83,580.26) |
1,79,285.71 |
| Profit/(Loss) before depreciation & interest |
(1,24,681.77) |
1,13,922.62 |
| Less: |
|
|
| - Depreciation |
- |
- |
| - Interest |
- |
579.30 |
| Profit before Taxes |
(1,24,681.77) |
1,13,348.01 |
| Taxation |
|
|
| - Current Tax/MAT |
- |
(16,342.30) |
| - MAT Credit Entitlement |
(26,576.28) |
16,258.40 |
| - Deferred Tax |
(2,89,211.71) |
64,009.35 |
| Profit/(Loss) After Tax |
(4,40,469.76) |
1,77,273.46 |
| Profit/(Loss) for the year Carried to Balance Sheet |
(4,40,469.76) |
1,77,273.46 |
DIVIDEND
Your Directors intend to plough back available resources for financial requirements and
express their inability to recommend any dividend for the financial year.
RESERVES
The company has not transferred any amount from the statement of profit and loss to
general reserve during the year under review.
BUSINESS OPERATIONS
Your company is engaged in the business of investments, leasing, financing and trading
in F&O Segment. Your company has incurred a net loss of Rs.4,40,489.76 during the year
as against the net profit of Rs.1,77,273.46 in the immediate preceding financial year
after tax.
DIRECTORS
In accordance with the provisions of section 152 of Companies Act, 2013, Mr. Vijay
Kumar Aggarwal (DIN No.01020844) retire by rotation and being eligible, offer himself for
re-appointment liable to retire by rotation. The Board recommends his re-appointment at
the ensuing Annual General Meeting.
Mr. Pankaj Mittal, Mr. Pradeep Kumar and Mrs. Simran Aggarwal the three directors have
resigned from the Board of Directors of the company effective from 30.06.2018, 30.06.2018
and 01.11.2018 respectively.
Mr. Navneet Kunchal, the director of the company departed for his heavenly abode on 28th
November, 2018. The Directors expresses their great sorrow on the sad and untimely demise
of Mr. Navneet Kunchal and pray for peace to the departed soul.
The Board places on record its deep appreciation for the contribution made by these
directors towards the growth and progress of the company during their respective tenure as
director on the board.
Mr. Yogesh Devidas Kulkarni (DIN : 08286460) and Ms. Harsha Jayesh Ghelani (DIN :
07867420) were appointed as Additional Directors of the company with effect from 23rd
November, 2018 and now has been regularized as Directors.
The company has received requisite notices in writing proposing their candidature for
the office of Director.
CHANGE IN NATURE OF BUSINESS
The company is engaged in the business of Investments, Leasing and financing and there
has been no change in the nature of business during the year under review.
However, the management is planning to undertake some other viable business activities
alongwith the existing business.
SIGNIFICATNT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant and material orders were passed by any Regulator(s) or Court(s) or
Tribunal(s) which would impact the going concern status of the company.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATMENETS RELATES AND THE DATE OF THE REPORT
No material changes and commitment affecting the financial position of the company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
COPRORATE SOCIAL RESPONSIBILITY
The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the
company.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY
The company has no Subsidiary, joint venture and Associate company as at the end of the
year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The company has given loans during the year under review as per the particulars given
in form No. AOC-2 marked Annexure ‘A. The company has no Subsidiary, Joint Venture
and Associate Company.
RELATED PARTY TRANSACTIONS
All the related party transactions that were entered into during the financial year
were in the ordinary course of companys business and on arms length basis. There are no
materially significant related party transactions made by the company with the promoters,
key managerial personnel or other designated persons which may have potential conflict
with the interest of the company at large. However the significant related party
transactions are given in Form No. AOC-2 annexed to this report and note no. 23.
DEPOSITS
The company has not accepted fixed deposits from the public during the financial year
under review. The company did not have any deposits at the beginning of the financial
year. Thus, provisions of Section 73 of the Companies Act, 2013 are not applicable to the
company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Since the date of last report the following changes have occurred in the composition of
the board.
• Three Directors have resigned from the board of directors of the company.
• One Director has passed away for his heavenly abode ; and
• Two Additional Directors have been taken on the board of the company.
At present the board is constituted of one Executive Director, Two Non Executive
Directors, One Independent Director and Two Additional Directors.
BOARD MEETINGS
The Board of Directors met 5 times during the financial year on 29.05.2018, 13.08.2018,
13.11.2018, 23.11.2018 and 14.02.2019.
The particulars of Directors, their attendance at Board meetings during the financial
year and at the last Annual General Meeting are as under :-
| Name |
Designation |
Attendance |
|
|
Board Meeting |
Last AGM |
| Mr. Vijay Kumar Aggarwal |
Executive Director |
5 |
Yes |
| Mr. Ravindra Kumar Garg |
Non-Executive Director |
5 |
NO |
| Mr. Anil Kumar Saxena |
Independent Director |
5 |
NO |
| Mr. Ajay Kumar Aggarwal |
Non-Executive Director |
3 |
Yes |
| Mrs. Harsha Jayesh Ghelani |
Independent Director |
1 |
NA |
| Mr. Yogesh Devidas |
Independent Director |
1 |
NA |
| Kulkarni |
|
|
|
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Anil Kumar Saxena, the Independent Director of the company, meet the criteria of
independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013.
Declarations to this effect have also been received from him.
EVALUATION OF DIRECTORS, BOARD AND COMMITTEES
The company has devised a policy for performance evaluation of the individual
Directors, Board its Committees which includes criteria for performance evaluation.
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Agreement, the Board carried out an annual performance evaluation of its own performance,
the directors, individually as well as the evaluation of the working of the committees of
the Board. The performance of the Board was evaluated based on inputs received from all
the Directors after considering criteria such as Board composition and structure,
effectiveness of processes and information provided to the Board, etc. A separate meeting
of the independent Directors was also held during the year for the evaluation of the
performance of non-independent Directors, performance of the Board as a whole and that of
the Chairman.
The Nomination and Remuneration Committee also reviewed the performance of the
directors based on their knowledge, level of preparation and effective participation in
Meetings, understanding of their roles as directors, etc.
POLICY ON APPOINTMENT AND AREMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES
The Nomination and Remuneration Committee of the Board has devised a policy for
selection, appointment and remuneration of directors and senior management. The Committee
has formulated the criteria for determining qualifications, positive attributes and
independence of Directors. Further, the Committee has also devised a policy relating to
remuneration for Key Managerial Personnel and senior management employees.
TRAINING OF INDEPENDENT DIRECTORS
On induction, the new independent directors on Board are familiarized with the nature
of industry and the Companys business operations. They are updated on a frequent basis
with regard to operations of the Company. The Management encourages participation by the
independent directors.
Presently, no formal training programme exists. Until now, learning for the independent
directors has been a pervasive ongoing phenomenon via participation.
COMMITEES OF THE BOARD
Board has constituted three functioning committees in accordance with the provisions of
Companies Act, 2013 and SEBI(LODR) Regulations, 2015 namely Audit Committee,
Shareholder/Grievance Committee and Remuneration Committee. The detail of each committee
is provided as under:-
Audit Committee
The Committee mate 4 times during the financial year on 29.05.2018, 13.08.2018,
13.11.2018 and 14.02.2019.
Composition, names of the members and their attendance at meetings during the financial
year are as under :-
| Name |
Designation |
Category |
No. of meetings attendant |
| Mr. Vijay Kumar Aggarwal |
Member |
Non-Executive Director & Chairman |
4 |
| Mr. Ravindra Kumar Garg |
Member |
Non-Executive Director |
2 |
| Mr. Pankaj Mittal |
Member (Resigned during the year) |
Non-Executive Independent Director |
1 |
| Mr. Navneet Kunchal |
Member (Died during the year) |
Non-Executive Independent Director |
3 |
| Mrs. Harsha Jayesh Ghelani |
Member |
Non-Executive Director & Independent Director |
1 |
Shareholders/ Grievance Committee
The Committee mate 4 times during the financial year on 29.05.2018, 13.08.2018,
13.08.2018 and 14.02.2019.
Composition, names of the members and their attendance at meetings during the financial
year are as under :-
| Name |
Designation |
Category |
No. of meetings attended |
| Mr. Vijay Kumar Aggarwal |
Member |
Non-Executive Director & Chairman |
4 |
| Mr. Ravindra Kumar Garg |
Member |
Non-Executive Director |
2 |
| Mr. Pankaj Mittal |
Member (Resigned during the year) |
Non-Executive Independent Director |
1 |
| Mr. Navneet Kunchal |
Member (Died during the year) |
Non-Executive Independent Director |
3 |
| Mrs. Harsha Jayesh Ghelani |
Member |
Non-Executive Director & Independent Director |
1 |
Nomination and Remuneration Committee
The Committee met once during the financial year on 14.02.2019.
Composition, names of the members and their attendance at meetings during the financial
year are as under :-
| Name |
Designation |
Category |
No. of meetings attendant |
| Mr. Vijay Kumar Aggarwal |
Member |
Non-Executive Director & Chairman |
1 |
| Mr. Ravindra Kumar Garg |
Member |
Non-Executive Director |
1 |
| Mrs. Harsha Jayesh Ghelani |
Member |
Non-Executive Director & Independent Director |
1 |
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your
directors state that :
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to 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 and loss of the Company for that period ;
(c) The directors had 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;
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively. Internal financial control means the policies and procedures adopted by the
company for ensuring the orderly and efficient conduct of its business including adherence
to companys policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information; and
(f) The directors had devised proper systems to ensure compliance with the provisions
of applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT
The company has adequate internal financial control system commensurate with the size
of the company and the nature of its business with regards to purchase of fixed assets.
The activities of the company do not involve purchase of inventories and sale of goods and
services. Except sale and purchase of equity shares.
For the purposes of effective internal financial control, the Company has adopted
various procedures for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.
To ensure adequacy of internal financial controls, the procedures adopted by the
Company are based on the following parameters:
(a) Familiarity with Policies and Procedures the related policies and procedures and
the changes thereto, if any, are communicated to the employees at the time of joining and
it is ensured that such person understands the policies or procedures correctly.
(b) Accountability of Transactions There is a proper delegation of authorities and
responsibilities so as to ensure accountability of any transaction.
(c) Accuracy & Completeness of Financial Statements/ Reports For accuracy and
completeness of information, reconciliation procedure and multiple checking at different
level have been adopted. To avoid human error, computer softwares are used.
(d) Retention and Filing of Base Documents All the source documents are properly filed
and stored in a safe manner.
(e) Segregation of Duties Having regard to the size of the company and nature of its
business, it is ensured that no person handles all the aspect of a transaction. To avoid
any conflict of interest and to ensure propriety, the duties have been distributed at
different levels.
(f) Timeliness It is also ensured that all the transactions are recorded and reported
in a timely manner.
The procedures are also reviewed by the Statutory Auditors and the Directors of the
Company from time to time. There has also been proper reporting mechanism implemented in
the organization for reporting any deviation from the procedures.
EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return in form MGT-9 pursuant to the provisions of section 92
read with Rule 12 of the Companies (Management and Administration) Rule 2014 is attached
marked Annexure ‘B.
AUDITORS
M/s. P. Jain & Co., Chartered Accountants, Ghaziabad (ICAI Registration No.
000711C), are the Statutory Auditors of the company & hold office upto the conclusion
of the ensuing Annual General Meeting. The members have been requested to ratify their
appointment for one year from the conclusion of this Annual General Meeting till the
conclusion of 37th Annual General Meeting to be held in the year 2022.
AUDITORS REPORT
Auditors Report on the financial statements of the Company is forming part of this
Annual Report and there are no qualifications in the said report except emphasize on note
no. 26 B to the financial statement which is self explanatory. No qualifications,
reservations or adverse remarks have been made by the Statutory Auditors in the said
Report.
SECRETARIAL AUDIT
Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act, 2013,
the Company is required to annex with its Boards Report a secretarial audit report, given
by a company secretary in practice.
M/s. V. Kumar & Associates, a firm of Practicing Company Secretary (FSC No.8976)
has been appointed as Secretarial Auditors of the company for the financial year 2018-19
and their report on the Secretarial Audit for the year under review is annexed and marked
Annexure ‘C which form part of this report.
SECRETERIAL AUDIT REPORT
The observations made in Secretarial Audit Report are self explanatory and needs no
comment.
However the company is in process of appointing a Whole Time Director and the Whole
Time Company Secretary, latest by end of June, 2019.
The company is also taking necessary steps to obtain certificate of Registration of
NBFC.
CORPORATE GOVERNANCE
In terms of SEBI (LODR) Regulations, 2015, Compliance with Corporate Governance is not
applicable to the company.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The management discussion and analysis report forms part of this Annual Report in
compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as
Annexure ‘D.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company does not have any women employee at work place and therefore the
constitution of committee for the prevention and redressal of complaints related to sexual
harassment at workplace is not required.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Section 134(3)(m) of the Companies Act, 2013 read with a Companies (Disclosure of
particulars in the Report of the board of Directors) Rules 8 is not applicable since the
company does not have any manufacturing activities.
There has been no expenditure and/or earning in foreign exchange.
EMPLOYEES
In terms of rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel Rules 2014). The name and other particulars of the employees, whose remuneration
falls within the purview of the said rule, are required to be set out in the Annexure to
the Directors Report. However during the year under review or any part thereof, the
company did not employ any person with remuneration falling within the purview as
prescribed under the rule.
SEGMENT
The company is engaged in the business of investment, leasing and financing which are
governed by the same set of risks and returns and as such are in the same segment.
SHARE CAPITAL
The company has not bought back any of its shares during the year under review. The
company has not issued any "Sweat Equity" shares during the year
under review. The company has not provided any stock option scheme to the employees.
RISK MANAGEMENT POLICY
At present, the company has not identified any element of risk which may threaten the
existence of the company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend declared and paid in last years, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
ACKNOWLEDGEMENT
Yours Directors wish to place on record and acknowledge their appreciation for the
continued support and co-operation received from Government agencies and the shareholders.
Your Directors also record their appreciation for the total dedication of employees at all
levels.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
(Ravindra Kumar Garg) |
(Vijay Kumar Aggarwal) |
|
Director |
Director |
|
DIN : 009286365 |
DIN : 01020844 |
| Date : 26.08.2019 |
|
|
| Place : Ghaziabad |
|
|
+91-9892691696
