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The Board of Directors is pleased to present the Thirty Third Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2018. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
1. FINANCIAL RESULTS
The Companys financial performance for the year ended March 31, 2018 is summarized below:
|Particulars||For the year ended 31.03.2018 (Rs. in Lacs)||For the year ended 31.03.2017 (Rs. in Lacs)|
|Depreciation & Amortization Expenses||560.59||628.21|
|Profit before Tax||59.44||137.69|
|Less: Exceptional Items||17.40||00|
|Profit for the year||20.11||113.92|
|Earnings Per Share||4.10||46.48|
During the year under review, your Company has not transferred any amount to the General Reserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
During the year under review, the Company recorded revenue of Rs. 6531.12 lacs as against last year revenue of Rs. 6106.68 lacs. The profit before tax stood at Rs.42.04 lacs against Rs.137.69 lacs last year.
4. SHARE CAPITAL
During the financial year 2017-18 your company has issued of 245070 Equity Shares as bonus shares in the ratio of 1:1 by way of capitalisation of general reserves. The bonus issue was approved by the member in the Annual General Meeting held on 29th September 2017. Accordingly the bonus shares were allotted to the shareholders who held equity shares on record date i.e. 31st October 2017. After completion of the issue the total paid up capital of the Company is Rs. 4,901,400 divided into 490140 Equity Shares of Rs. 10/- (Rs. Ten Only) each.
With a view to conserve resources for operations and future business expansion, your Directors are of the view that the current years profit be ploughed back into the operations and hence not recommending any dividend for the year ended 31st March 2018.
6. CURRENT STATUS
The current position of the Company in the financial year 2017-18 is satisfactory. The Company expects to achieve better performance during the current year.
7. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT
There is no change in the nature of business of the Company during the year and there is no revision in Boards Report and whatever submitted herewith is the final report.
8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, your Company did not have any subsidiary, associate and joint venture Company.
9. CORPORATE GOVERNANCE *
As required under Regulation 27(2) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate ANNEXURE-C to this Report.
10. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board currently comprises of 4 Directors including 2 Non Executive Independent Directors and 2 Executive Director.
Smt. Maneka V Mulchandani, (DIN NO: 00491027) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers herself for re-appointment
There is no other change in the composition of the Board of Directors.
(ii) Key Managerial Personnel
There is no other change in the composition of the Key Managerial Personnel,
(iii) Declaration by an Independent Director(s)
The Company has complied with Regulations 25 of the SEBIfListing Obligations and Disclosure Requirements) Regulations,2015 and according to the provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013.
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of SEBI of the ( Listing Obligation and Disclosure Requirement)Regulations,2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.
11. NUMBER OF BOARD MEETINGS
During the Financial year, total 8 (Eight) meetings of the Board of Directors were held on 30th May 2017, 23rd June 2017, 08th August 2017,17th October 2017, 01st November 2017,14th November 2017,14th February 2018 and 20th March 2018 respectively.
12. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby 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 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, 2018 and of the profit of the Company for the year ended on that date;
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;
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.
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.
13. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.
14. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.
15. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted pursuant to the provisions
of Section 178 of the Companies Act, 2013. The details of the Committee and its terms of
reference are set out in the Corporate Governance Report forming part of the Board Report.
16. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards
to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
17. INSURANCE AND RISK MANAGEMENT POLICY
The Company has obtained adequate insurance on all of its fixed and other assets. The Company has identified the potential risks against the business of the Company and is taking proper safeguards to mitigate / minimize the risks. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The detailed analysis of the Risk elements are discussed under the Management analysis and Discussion Report
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217(l)(e) of the Companies Act 1956 read with Section 134(3)(m) of the companies Act, 2013 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.
Your Company has taken necessary steps to conserve the energy and to protect the environment. Your company is continuously adapting to the new technology in the related fields of business and thereby striving to optimize customer satisfaction.
FOREIGN EXCHANGE EARNINGS AND OUTGO :
Foreign Exchange Earnings during the year: Rs.35,93,601/-(C. Y.)
Rs.19,10,453/ - (P.Y.)
Foreign Exchange Outgo during the year: Rs. 1,60,268/- (C.Y.)
Rs. NIL (P.Y)
19. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
20. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE- B which forms part of this Report.
21. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility is not applicable to the Company hence there is no report on the same.
(i) STATUTORY AUDITOR
In the 32nd Annual General Meeting held on 29th September 2017 M/s K.P.D. & Co., Chartered Accountants (ICAI FRN: 136856W) was appointed as Statutory Auditors for a tenure of 5 years subject to ratification of their appointment at every subsequent Annual General Meeting. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment of the Auditors at every Annual General Meeting. In view of this the approval of the members is sought for appointment of Auditors for remaining period without any ratification every year. Auditors have confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.
The Statutory Auditors have made certain qualification in their Report dated 30*
May,2018 for the financial year ended 31st March 2018. The qualifications and management response to these qualifications have been provided in Annexure to Boards Report.
(ii) SECRETARIAL AUDITOR
The Board has appointed Ms. Shilpa K. Shah, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18. The . Report of the Secretarial Audit Report is annexed herewith as ANNEXURE- C.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.
23. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be
sending Annual Report through electronic modeemail to all the shareholders who
have registered their email addresses with the Company.
24. SECRETARIAL STANDARDS.
It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
25. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems.
The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
26. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year,
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.
28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
29. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT OF 2013.
The Company has not given any loan or guarantees, provided any securities or investment made during the year.
30. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All the related parties transactions entered by the Company during the financial year under review were on arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act,2013 and Listing Regulations.
During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013.
31. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
There were no employees of the Company drawing remuneration of Rs. 1.02 crore per annum or more or Rs.8.5 lacs per month or more during the year under review.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment and has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review.
33. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. .
5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.
Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.
By order of the Board, / For AUTORIDERS INTERNATION^IMIT/ED. /
/^/TAPAN PAJEL Managingjlifector DINKli0482646
Place : Mumbai Dated: 30th May, 2018