To,
The Members of
FUNWORLD AND TOURISM DEVELOPMENT LIMITED
Dear Members,
Your Directors have pleasure in presenting the 30th Directors Report of your Company
together with the Audited Statement of Accounts and the Auditors Report for the financial
year ended, 31st March, 2017.
The summary of operating results for the year is given below.
FINANCIAL HIGHLIGHTS
|
|
(Rs. in Lakhs) |
| Particulars |
Current year |
Previous Year |
|
(2016-17) |
(2015-16) |
| Sales |
163.00 |
287.08 |
| Other Income |
0.49 |
1.17 |
| Total Income |
163.49 |
288.25 |
| Depreciation |
37.66 |
49.64 |
| Tax : |
|
|
| Current Tax |
0.00 |
(3.60) |
| Deferred Tax |
0.00 |
(5.08) |
| Profit/(Loss) after Tax |
2.36 |
(12.51) |
| Earnings per share (Rs.) : |
|
|
| Basic |
0.039 |
0.039 |
| Diluted |
-0.20 |
-0.20 |
STATE OF COMPANYS AFFAIRS
During the year under review, the total Income of the Company was Rs 163.49 Lakh
against Rs 288.25 Lakh in the previous year. The Company has earned the profit of Rs. 2.36
Lakh compared to loss of Rs 12.51 Lakh in the previous year. Your Directors are
continuously looking for avenues for future growth of the Company.
TRANSFER TO RESERVES
There is no proposal to transfer any amount to any reserve.
MANAGEMENT DISCUSSION & ANALYSIS
Information is provided after this report.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments, which have occurred between the
end of the financial year of the Company and the date of the report, which has affected
the financial position of the Company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
No company has become or ceased to be Subsidiary Company, Joint Venture Company or
Associate Company during the year.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
MEETINGS OF THE BOARD OF DIRECTORS
Information is provided under clause 2(B) of the Corporate Governance.
CORPORATE GOVERNANCE
As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 , the
compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i)
& para c, d & e of Schedule V are not applicable to the Company as paid up share
capital doesnt exceed Rs. 10 Crore.
The Company has decided to maintain and adhere to the Corporate Governance requirements
set out by SEBI voluntarily. The Report on Corporate Governance along with requisite
Certificate from M/s. Pinakin Shah & Co., Practicing Company Secretary, Ahmedabad is
annexed to this Report.
DIVIDEND
In view of loss, the Board of Directors have not recommended any dividend for the
financial year 2016-17.
DEPOSITS
Your company has not accepted any fixed deposits during the year under review.
RISK MANAGEMENT
There is an adequate risk management infrastructure in place capable of addressing
risks that the organization faces such as strategic, financial, market, property, IT,
legal, regulatory, reputational and other risks those have been identified and assessed.
DIRECTORS & KEY MANAGERIAL PERSON
Shri Hitendrasinh S Jadeja, (DIN: 00183473) retires by rotation and being eligible
offers himself for reappointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations,
2015, details of Director retiring by rotation is provided under explanatory statement of
the Notice of the ensuing Annual General Meeting. The Company has devised a Policy for
performance evaluation of Independent Directors, Board, Committees and other individual
Directors which include criteria for performance evaluation of the non-executive directors
and executive directors.
AUDITORS
At the Annual General Meeting held on 28/09/2015, M/s Jeevan Jagetiya & Co,
Chartered Accountants, Ahmedabad were appointed as the Statutory Auditors of the Company
to hold office till the conclusion of the 31st Annual General Meeting to be held in the
calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act
2013, the appointment of the Auditors shall be placed for ratification at every Annual
General Meeting. Accordingly, the appointment of M/s Jeevan Jagetiya & Co, Chartered
Accountants, as statutory auditors of the Company, is placed for ratification by the
shareholders. In this regard, The Company has received a certificate from the Auditors to
the effect that if they are ratified, it would be in accordance with the provisions of
section 141 of the Companies Act 2013.
AUDITORS REPORT
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
M/s Pinakin Shah & Co, Practising Company Secretary has been appointed as the
secretarial Auditor of the Company for the financial year 2016-17 as required under
Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report
for the financial year ended March 31, 2017 is annexed herewith marked as Annexure 4 to
this Report. The Secretarial Audit Report contains certain adverse remarks which are dealt
with as under:
| Sr. No. |
Remarks |
Explanation |
| 1. |
Non Compliance of section 204 of Companies Act, 2013 |
The size of the company doesnt offer professional or any carrier goal. Therefore, the
Company could not recruit Company Secretary. |
| 2. |
Non Compliance of Section 138 of the Companies Act, 2013 |
The Company has Internal Auditor commensurate with the size of the Company. |
| 3. |
Non Compliance in Filing of Forms fees. |
The Company has filed the forms with additional |
COMMITTEES OF THE BOARD
The Committees of the Board is provided under Clause 3 of the Corporate Governance
Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan, made any investment or given any guarantee hence
information is nil.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board
of Directors hereby confirms that,
I. In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures.
II. It has in the selection of the accounting policies, consulted the Statutory
Auditors and has 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 31st March, 2017 and of the profits of the company for that period.
III. It has 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, to the best of
its knowledge and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
IV. It has prepared the annual accounts on a going concern basis.
V. The Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operation
efficiently.
VI. 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.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure 2 to this
Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 1 to
this report.
INSURANCE
All Inventories including Buildings, Machinery etc., is adequately insured.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the financial year were in the
ordinary course of the business of the Company and were on arms length basis. All Related
Party Transactions are placed before the Audit Committee for approval. The policy on
materiality of Related Party Transactions and also on dealing with Related Party
Transactions are approved by the Audit Committee and the Board of Directors. Information
on material related party transactions entered into in the ordinary course of business and
on an arms length basis, as provided under form AOC-2 attached as Annexure 3 to this
Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meets the
criteria of independence as provided under section 149(6) of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME
Since all independent directors are associated with the company for more than 5
(years), the company has not conducted familiarization programme for independent director.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for
directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of the Companys Code of Conduct or policy.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
A. Conservation of Energy
1. Manual Operation of Air Compressor with strict controls on operational timings and
re-alignment / re-connection of existing Air Compressor to increase loading and
subsequently increasing its efficiency.
2. Optimization of running hours of the rides at the Theme Park based on Guest
Population – Green Initiative.
B. Technology absorption
As the Company is an end user of ride systems and not into manufacturing the technology
absorption is not relevant.
FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
EQUITY CAPITAL
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
SHARES IN SUSPENSE ACCOUNT
• Aggregate number of shareholders and the outstanding shares in the Suspense
Account lying at the beginning of the year: NIL
• Number of shareholders who approached issuer for transfer of shares from
Suspense Account during the year: Not Applicable
• Number of shareholders to whom, shares were transferred from Suspense Account
during the year: Not Applicable
• Aggregate number of shareholders and the outstanding shares in the Suspense
Account lying at the end of the year: NIL
• That the voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
• Aggregate number of shareholders and the outstanding shares lying in the
Unclaimed Suspense Account lying at the beginning of the year: NIL
• Number of shareholders who approached issuer for transfer of shares from the
Unclaimed Suspense Account during the year: Not Applicable
• Number of shareholders to whom, shares were transferred from the Unclaimed
Suspense Account during the year: Not Applicable
• Aggregate number of shareholders and the outstanding shares lying in the
Unclaimed Suspense Account lying at the end of the year: NIL
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
The shares of the company are registered on BSE. The company has made an application
for voluntary delisting of shares to BSE.
Subsequently, BSE has granted in principle approval for delisting vide letter No.
DCS/DEL/PGS/IP/907/2016-17 dated 28th March, 2017 subject to compliance of condition
stated in Regulation 8 (1) (b) of the Delisting Regulations.
Saya Amusement & Manufacturing Pvt. Ltd. , the acquirer initiated the process to
acquire 36,92,660 equity shares held by public shareholders at exit price of Rs. 12 per
equity share and the offer open on 08th May, 2017 and close on 31st May, 2017. All the
public shareholders except one share holder gave their positive consent to the proposal of
proposed delisting and dispensed with exit price discovery through book building process
and also give their consent to remain the shareholders of equity shares even if the equity
shares are delist. The Company has submitted the Final Delisting application to Bombay
Stock Exchange on 27th June, 2017 and final delisting approval is awaited.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
DISCLOSURE OF DEMONETIZATION NOTES
Your company has disclosed the details of specified Bank notes held and transacted
during the period from 8th November 2016 to 30th December, 2016 in the Balance sheet as on
31/03/2017. The disclosure has been made in Compliance of notification No. GSR 308 (E)
dated 30/03/2017.
ACKNOWLEDGEMENT
Your Directors wish to express co-operation received from all the stakeholders.
| Date: 26/05/2017 |
For, Funworld & Tourism Development Ltd. |
| Place: Rajkot |
Shri Pravinsinh Jhala |
|
Chairman |
|
DIN: 00183361 |
+91-9892691696
