Dear Members,
Your Directors hereby present their Forty-second Annual Report together with the
Audited Statement of Accounts for the year ended March 31,2017.
FINANCIAL RESULTS
| Particulars |
Year ended 31.03.2017 |
Year ended 31.03.2016 |
|
Rupees |
Rupees |
| Profit/(Loss) before Providing for Interest |
2,11,83,542 |
1,26,51,496 |
| Less: Interest paid/provided |
53,31,024 |
53,40,710 |
| Profit before Exception Items |
1,58,52,518 |
(7,310,786) |
| Exceptional Items |
-18,044,212 |
- |
| Net Loss for the Year |
(21,91,694) |
(73,10,786) |
| Add: Loss brought forward from Previous Year |
(19,44,37,184) |
18,71,26,398 |
| Loss carried to the Balance Sheet |
19,66,28,878 |
19,44,37,184 |
OPERATIONS:
The Company has come out of the purview of BIFR vide its order No. 95/1998 dated 13th
October, 2011. However, the Company has not been able to revive its activities. The
Directors expect to commence some business activity in the Company in a short span of
time.
The Directors expect to commence some business activity in the Company in a short span
of time.
DIVIDEND
Your Directors regret to recommend any dividend on account of the losses incurred by
the Company during the financial year ended on 31st March, 2017.
DETAILS OF BOARD MEETINGS
During the year, 4 (Four) number of Board meetings were held, details of which are
given below:
| Date of the meeting |
No. of Directors attended the meeting |
| 04/05/2016 |
3 (Three) |
| 12/08/2016 |
3 (Three) |
| 15/11/2016 |
3 (Three) |
| 14/02/2017 |
3 (Three) |
DIRECTORS
Mr. Anil Shankarlal Mittal retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment. His required details in brief
are as follows:
Mr. Anil Shankarlal Mittal is B. Com. and has about 33 years of business experience.
Further, he does not have any of the disqualifications as set out under the provisions of
Section 164 of the Companies Act, 2013. Mr. Anil Shankarlal Mittal is holding office as a
Director in 19 (Nineteen) other Companies.
Your Directors commend the resolution for his appointment.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act) and rule 12(1) of
the Companies (Management and Administration) Rules, 2014, extract of Annual Return is
Annexed as Annexure 1 with this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
a. in the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;
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 as 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 have 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 commensurate with the
operqations and size of the Company and those 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.
BOARD COMMITTEES
The details of composition of the Committees of the Board of Directors are as under:-
a. AUDIT COMMITTEE
The Company is in the process of appointing Independent Directors and hence, the Audit
Committee is also being formed.
The Companys operations are very miniscule and therefore, in the opinion of the Board
of Directors, the constitution of the Audit Committee may not be serving its desired
purpose.
However, to ensure that commensurate with the size of the operations of the Company, it
does not deviate from compliance of the Legal Provisions for Accounting, a separate
Committee is formed to monitor the Accounting Policies with the following Directors as its
Members viz.:
| Sr. No. |
Name |
Chairman/ Members |
| 1. |
Badal Mittal |
Chairman and Director |
| 2. |
Anil Mittal |
Director |
During the year under review, the Committee met four times on 4th May, 2016, 12th
August, 2016, 15th November, 2016 and 14th February, 2017.
• VIGIL MECHANISM
Pursuant to the requirement of the Act, the Company has established vigil mechanism to
detect fraud and other irregularities, if any.
b. NOMINATION & REMUNERATION COMMITTEE
The Company has constituted the Nomination & Remuneration Committee as required by
the provisions of the Companies Act, 2013 comprising the following Directors viz.:
| Sr. No. |
Name |
Chairman/ Members |
| 2. |
Anil Mittal |
Chairman and Director |
| 3. |
Seema Mittal |
Director |
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
| Sr. No. |
Name |
Chairman/Members |
| 1. |
Seema Mittal |
Chairman and Director |
| 2. |
Anil Mittal |
Director |
During the year under review, the said Committees conducted their Meetings on 4th May,
2016, 12th August, 2016, 15th November, 2016 and 14th February, 2017.
INTERNAL FINANCIAL CONTROL
In the opinion of the Board, the Company has in place adequate internal financial
controls commensurate with its size and operations.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, Mr. Girish G. Paralikar,
Practicing Company Secretary, Pune have been appointed Secretarial Auditors of the
Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report.
The report which is otherwise selfexplanatory has a remark about appointment of the
Independent Directors by the Company.
The Directors would like to state that the Company is in the process of appointing
Independent Directors in compliance with the applicable provisions of Law and Listing
Agreement.
PARTICUALRS OF EMPLOYEES
There was no Employee in respect of whom information is required to be disclosed as per
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended till date.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
During a period under review the Company has not carried out any activities towards
conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.
Therefore the information under this head may be treated as NIL.
LISTING OF SHARES
The Equity Shares of your Company continue to be listed on Bombay Stock Exchange and
your Company has paid the Annual Listing fee for the year 2016-17. The shares of your
Company are brought under the compulsory dematerialisation and accordingly, the Company
has entered into Agreement with National Securities Depository Limited (NSDL) and Central
Depository Services of India Limited (CDSL).
AUDITORS
At the Annual General Meeting (AGM) held on Saturday, the 23 rd day of August, 2014,
M/s. Sunil Adavade & Co., Chartered Accountants, Mumbai (Membership Number 109964)
were appointed as the Statutory Auditors of the Company for a period of 3 (Three) years.
Their term of appointment gets over in the current year at the conclusion of the
ensuing Annual General Meeting of the Company and consequently, the Company is required to
appoint fresh Statutory Auditors.
At the Board Meeting held on 30th May, 2017, the Directors considered this matter. They
noted that M/s. , Chartered Accountants, Mumbai, have offered their services to act as the
Statutory Auditors of the Company and have also certified that their appointment, if made,
shall be in accordance with the provisions of the Law and they are not disqualified from
being appointed as the Statutory Auditors of the Company.
Accordingly, your Directors commend the Resolution for the appointment of M/s.
Chartered Accountants, Mumbai, for a term of Five years from the conclusion of the ensuing
Annual General Meeting till the conclusion of the Annual General Meeting scheduled to be
held in 2022.
The report of the present Statutory Auditors along with Notes to Schedules is attached
with this Report which is self explanatory in respect of the comments made by them.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
FIXED DEPOSITS
Your Company has not accepted any Deposits from Public in terms of Section 73 and /or
74 of the Companies Act, 2013.
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
The Company neither has nor has acquired any Subsidiary/Associate/has not entered into
Joint Venture during the period under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act, the Company has developed and implemented the
Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
This comprises practices relating to the identification, assessment, monitoring and
mitigation of strategic, operational and external environmental risk and to minimize
adverse effects of it. Our risk Management practices seek to sustain and enhance the
long-term competitive advantages of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company is in the process to revive its operations. In light of the same, the
contents pertaining to
(a) Industry structure and developments,
(b) Opportunities and Threats
(c) Segment-wise or product-wise performance
(e) Risks and concerns,
(g) Discussion on financial performance with respect to operational performance and
(h) Material developments in Human Resources/Industrial Relations front, including
number of people employed, are not applicable to the Company on account of the process of
revival of its operations.
The following is the perception of the Management on the MDA Report for the other
clauses viz.:
(d) Outlook
The overall outlook, although appears to be unfavorable as of today, all possible
efforts are being taken for restarting the operations of the Company.
(f) Internal control systems and their adequacy.
The Company has adequate internal control systems commensurate with its operations and
income.
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).
RELATED PARTY TRANSACTIONS
No contracts were entered in to by the Company with any of the Related Parties and the
disclosure under this Clause is NIL.
SEXUAL HARASSMENT POLICY
The Company has in place a Policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal ) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All Employees (Permanent,
Contractual, Temporary, Trainees) are covered under this Policy. The Company did not
receive any complaint during the Period under review.
ACKNOWLEDGEMENT
Your Directors are grateful to the Financial Institutions and the Bankers for their
continued support and co-operation. Your Directors also wish to place on record their
appreciation of the services rendered by the Employees at all levels.
For and on behalf of the Board of Directors
Sd/-
Badal Mittal
Chairman and Managing Director
(DIN:00076143)
Registered Office:
M.I.D.C. Paithan District .
Aurangabad: 431 148
Maharashtra
Date: 30th May, 2017.
+91-9892691696
