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Your Directors have pleasure in presenting the 26thAnnual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2018.
THE STATE OF THE COMPANYS AFFAIRS ARE AS UNDER:
I. FINANCIAL RESULTS:
The Highlights of the Financial Results of the Company are summarized as under:
|(Rs in Lakhs)|
|Earnings Before Interest, Depreciation & Amortisation & Taxes||2.24||19.58|
|Less: Interest and Finance Charges||0.13||0.07|
|Profit before tax||1.05||18.39|
|Less: Tax Expenses / Differed Taxes||0.92||12.85|
|Profit for the year||0.12||5.54|
|Paid Up Equity Share Capital||1,015||1,015|
II. FINANCIAL PERFORMANCE:
During the year under review your company reported Gross Revenue from operations which are stood at Rs.24.18 lakhs compared with Rs. 39.79 lakhs in the Previous Year. The Operating Profit before tax stood at Rs.2.24 lakhs as against Rs. 19.58 lakhs in the Previous Year. The Net Profit for the year stood at Rs.0.12 lakhs against Rs.5.54 lakhs reported in the Previous Year.
Due to exigencies of funds, the Board of Directors did not recommend any dividend for the Financial Year 2017-2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since your Company does not own any manufacturing facility, the requirement pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The Foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, 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 so as to give a true and fair view of the state of affairs of the company at the end of the financial year of the profit 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 such internal financial controls are adequate and were operating effectively.
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.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as ANNEXURE-I to this Report.
NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors has met Five times during the financial year 2017-18. Detailed information is given in the Corporate Governance Report.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent directors have submitted the Declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).
INDIAN ACCOUNTING STANDARDS (IND AS)
Indian Accounting Standard (Ind AS) as mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (Ind AS) from 1stApril, 2017 with a transition date of 1stApril, 2016. The financial results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS. The Company has adopted "IND AS" for the first time with effect from 1stApril, 2017, with the comparatives for the periods ending 31st March, 2017.
SECRETARIAL AUDIT REPORT:
The Board has appointed Mrs. Monika Thanvi, Practising Company Secretary, to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith marked as ANNEXTURE-II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Pursuant to the provisions of section 139, 142 of the Companies Act, 2013, and the Rules made thereunder, the current auditors of the Company, M/s. G.R. Modi & Co., Chartered Accountants (FRN: 112617W) were appointed by the members at the 25th Annual General Meeting to hold office until the conclusion of the 30th Annual General Meeting, subject to ratification by members at each Annual General Meeting.
The members are requested to ratify the appointment of M/s. G.R. Modi & Co., Chartered Accountants (FRN No.112617W) as statutory auditors of the Company and to fix their remuneration for the year 2018-19.
The Statutory Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF COMPANIES ACT, 2013:
All Related Party Transactions (RPTs) which were entered into during the financial year were on an arms length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2017-18, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.
A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.
There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
The policy on RPTs as approved by Board is uploaded on the Companys website www.hazoormultiproject.com
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD:
The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non- Executive Directors.
During the year under review, following changes took place in the composition of the Board of Directors of the Company:
Appointment/Resignation of Director
During the year under review,
1. Mr. Dineshkumar Agrawal, Additional Director (Executive) was appointed on the Board of the Company w.e.f. 9th February, 2018.
2. Mr. Suhas Joshi, Managing Director was appointed on the Board of the Company w.e.f. 11th August, 2018.
3. Dr. Munni Jain, Independent Director was appointed on the Board of the Company w.e.f. 11th August, 2018.
4. Mr. V.I. Garg appointed as Additional Director (Non Executive) w.e.f. 11.08.2018, who will hold office upto ensuing Annual General Meeting to be held on 24.09.2018.
During the year under review,
1. Mr. Deenbandhu M. Upasani, Independent Director resigned from the Board of the Company w.e.f. 31st May, 2017.
2. Mr. Ashish Kankani Independent Director resigned from the Board of the Company w.e.f. 11th August, 2018.
3. Mrs. Chanda Garg, Non Executive Director resigned from the Board of the Company w.e.f. 11th August, 2018.
4. Mr. V.I. Garg resigned from the office of Managing Director w.e.f. 11.08.2018
Their contributions to the organization and its success will always be appreciated.
KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Vineet Garg has resigned from the post of Chief Financial Officer w.e.f. 31st May, 2017.His contribution to the organization and its success will always be appreciated.
SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, there are no Subsidiary/Holding/Joint Ventures/ Associate Companies.
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:
There are no orders passed by the regulator or courts or tribunals against the Company impacting status as going concern on its operations.
SECRETARIAL STANDARDS OF ICSI
The Central Government has given approval on 10th April, 2015 to the Secretarial Standards specified by the Institute of Company Secretary of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The details pertaining to adequacy of internal financial controls with reference to the Financial Statements pursuant to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014 are included in Management Discussion & Analysis, which forms part of this report.
Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Companys website www.hazoormultiproject.com. A physical copy of the same will be made available to any shareholder on request.
Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal financial controls with reference to the financial statements were adequate and operating effectively
PRESENTATION OF FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March, 2018 have been disclosed as per Schedule III to the Companies Act, 2013.
Pursuant to Regulation 27(2) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 with stock exchanges, a separate section titled Corporate Governance has been included in this Annual Report, alongwith Statutory Auditors certificate on its compliance.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place the "Policy on Prevention of Sexual Harassment at the Workplace" in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.
The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Government authorities at all levels.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|MR.SUHAS JOSHI||MR.PARESH SAMPAT|
|MANAGING DIRECTOR||NON EXECUTIVE CHAIRMAN|
|(DIN NO. 01657318)||(DIN NO. 00410185)|
|DATE: 11thAugust, 2018|