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Your Directors present the fortyfirst Annual Report togetherwith the Audited statement of Accounts of the Company for the period ended 31st March, 2016.
(Rs. In Lakhs)
|(6 Months)||(12 Months)|
|Sales and other income||-||-|
|Profit/(Loss) before depreciation||(59)||(67)|
|Profit/(Loss) brought forward||(12554)||(12489)|
|Profit/(Loss) carried to Balance Sheet.||(12614)||(12554)|
The Company had no manufacturing /business activity during the period under review as all the Secured Lenders have taken action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) in the year 2006 and have sold all the assets of the Company to settle their dues. Consequently, the Company has no asset. The Management is exploring the business possibilities.
In view of losses no amount in being transferred to any reserve.
In the absence of any profits, your Directors express their inability to recommend dividend for the period under review.
Mrs. Surjawati (DIN 07494650) has been appointed as an additional Director in the Independent category w.e.f. 9th May, 2016. Mrs. Surjawati hold office till the forthcoming Annual General Meeting of the Company and being eligible, offers herself for appointment as an Independent Director.
Members are requested to consider appointment of Mrs. Surjawati (DIN 07494650) as an Independent Director as detailed in the Item No. 3 of the Notice to the Members and explanatory Note thereto in pursuance to Section 102 of the Companies Act, 2013.
All the Independent Directors have submitted their declaration of independence as required under Section 149(6) of the Companies Act, 2013 stating that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement.
None of the Directors has incurred disqualification under Section 164(2) of the Companies Act, 2013.
MEETING OF THE BOARD OF DIRECTORS
During the year under review two Board Meetings were convened and held, the details of which are given in the Corporate Governance Repot. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.
EVALUATION OF BOARD MEMBERS
The Board has satisfactory systems for evaluating its own performance as well as of its committees and independent Directors. The Board of Director express their satisfaction in the evaluation process.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO CLAUSE (C) OF SUB-SECTION (3) OF THE COMPANIES ACT, 2013.
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
(a) In the preparation of the annual accounts, the * applicable accounting standards has 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 at the end of the financial year and of the profit and 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 not going concern basis;
(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
(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.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92(3) of the Companies Act, 2013(the Act) and Rule 12(1) of the Companies (Management and Administration ) Rules, 2014 is annexed herewith as "Annexure -1"and forms an integral part of Report.
M/s Antima & Goel, Chartered Accountants, whose term as Statutory Auditor is upto the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment. Your Directors recommend their appointment as Statutory Auditors for another year.
In respect of observation made by the statutory Auditors in their Report, your Director wish to state that Note No. 2 & 6 of Notes to the accounts is self-explanatory and do not call for any further comments.
INTERNAL AUDITORS AND ADQUENCY OF INTERNAL CONTROL
The Companys internal control system is commensurate with its size and scale of operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system. It also reviews the Internal Audit Report submitted by the Internal Auditor.
Pursuant to Section 138 of the Companies Act, 2013, Board has appointed Mr. Somashekara DK as Internal Auditor of the Company for the Financial Year 2016-2017 as recommended by the Audit Committee of the Company.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 M/s. AAA & Associates, Delhi, a firm of Company Secretaries in practice (FCS No. 3387 CP No. 2544) appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company have submitted their Secretarial Audit
Report in form MR-3 for the Financial year 2015-2016 which is being attached herewith as "ANNUXERE -2".
Secretarial Auditors observations as regard to nonpublication of Quarterly Results, non-appointment of some Key Managerial Person and noncompliance of provisions of E-voting in the last AGM, this is to state that all the Secured Lenders have taken action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) in the year 2006 and have sold all the assets of the Company to settle their dues. Since then, Company has no asset as well as the Company has no business activity and source of income and is passing through with quite difficult phase. There being no business activity since about last two decades, quarterly results are not being published which has also been informed to SEBI from time to time. Efforts are being made for other compliance.
LOANS, GURANTEES OR INVESTMENTS
The Company has not granted any loan or guarantee or made any investment during the year under review.
CONTRACT OR AGREEMENTS WITH RELATED PARTIES
The Company has not entered into any Contract or made any agreement with any related party during the year , under review.
Your company has not accepted any deposit from public in terms of Provisions of the Companies Act, 2013.
As per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there was no employee who was in receipt of remuneration which requires disclosure of particulars.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGNS & OUTGO.
There was no manufacturing or business activity during the year under review.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013
|1. Steps taken or impact on conservation of energy||Nil|
|2. Steps taken by the Company for utilizing alternate sources of energy||Nil|
|3. Capital investment on energy conservation equipments||Nil|
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:
|1. Efforts in brief made towards technology, absorption, adaptation and innovation||Nil|
|2. Benefits derived as a result of above efforts e.g. product improvement, cost reduction, product development, import substitution etc.||Nil|
|3. In case of import technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished||Nil|
|a. Technology Imported||Not Applicable|
|b. Year of Import||Not Applicable|
|c. Has Technology been fully absorbed.||Not Applicable|
|d. If not fully absorbed, areas where this has not taken place reasons thereof and future plan of action||Not Applicable|
FOREGIN EXCHANGE EARNING AND OUTGO
|The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.||Nil|
STOCK EXCHANGE LISTING
The equity Shares of the Company are listed with the Stock Exchanges at Ahmedabad, Bombay, Calcutta, Delhi, Jaipur, Madras, National Stock Exchange and with the U. P. Stock Exchange.
Annual Listing fee could not been paid to them due to paucity of fund.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of Business of the Company during the financial year ended 31 st March, 2016.
One Creditor of the Company to whom the Company could not pay due to no income & acute liquidity crunch has filed a winding up petition which is pending in High Court of Bilaspur, Chattisgarh and being contested by the Company. No order has been passed by the Honble High Court of Bilaspur, Chattisgarh till date of the signing of these accounts.
CORPORATE SOCIAL RESPONSIBILITY
The provision related to corporate social responsibility under the Companies Act, 2013 is not applicable to the Company in view of no business activity and losses.
CAPITAL & REVENUES
There is no change in the Capital of the Company as on 31-03-2016. The Company has not transferred any amount to the Reserve.
BUY-BACK OF SHARES
During the year under review, the Company has not buy-back its shares nor it has given any loan for the purchase of its own shares.
A detailed report regarding compliance of Corporate Governance in terms of Corporate Governance Clause 49 of the Listing Agreement together with the Report of the Auditors of the Company in this regard is annexed herewith as Annexure 3 & 4 respectively to this report.
|For and behalf of the Board|
|Anand Swroop Sharma||Somashekara D.K.|
|Place: New Delhi||Director||Director|
|Dated: 9th August, 2016||DIN06840599||DIN05226058|