To the Members,
Your Directors present the 54th Annual Report with Audited Statements of Accounts for
the year ended 31st March, 2016.
1. FINANCIAL RESULTS
( Rs in Lakhs)
| Particulars |
Current Year |
Previous Year |
|
2015-16 |
2014-15 |
| Profit/(Loss) for the year before providing for depreciation and Tax |
(59.94) |
(60.35) |
| Less: Depreciation |
0.77 |
0.78 |
| Profit /(Loss) before Tax |
(60.71) |
(61.13) |
| Less: Income Tax |
Nil |
Nil |
| Profit/(Loss) for the year |
(60.71) |
(61.13) |
During the year the Company has suffered a loss of Rs. (59.94) lakhs, before provision
of depreciation as against the loss of Rs. (60.35) lakhs for the previous year. The loss
after provision of depreciation of Rs. 0.77 lakhs (previous year Rs. 0.78 lakhs) but
before tax works out to Rs. (60.71) lakhs as against the loss of Rs. 61.13 lakhs for the
previous year. There is no tax liability this year and also in the previous year.
2. DIVIDEND:
In view of the loss incurred during the year, no dividend is recommended.
3. MANAGEMENT DISCUSSION AND ANALYSIS
Affairs of the Company are continued to be carried out on most economical scale by
containing the expenses to minimal level. Dues, due to lengthy process of the legal system
required to be followed much could not be done towards recovery of old dues.
As the company is having no funds, pending Infusion of fresh funds, Premier Ltd., the
Promoters have continued to provide the funds to the company to keep the Company going. Up
to 31st March, 2016 total amount disbursed to the company amounted to Rs. 232.50 lakhs.
With the stringent provisions with regard to contravention of provisions of section 186
(7) of the Companies Act, 2013, with regard to charging of interest on loans given by a
Company, the promoters having no option but to charged interest on this borrowings
effective 1st April, 2014, at the rate at which they pay interest to their Banks. As at
31st March, 2016 total interest accrued amounted to Rs. 54.62 lakhs. Thus total
outstanding to promoters as on 31st March, 2016 amounted to Rs. 287.12 lakhs.
4. REVIVAL OF BUSINESS
Company has negative net worth, and is not complying with RBI Guidelines with regard to
adequacy of Net Owned Funds. Therefore, Show Cause Notice has been served upon the company
by RBI, stating as to why the Certificate of Registration issued to the Company by RBI
should not be cancelled in terms of provisions contained in Section 45-IA (6) of the Act.
Show Cause Notice received from RBI is replied explaining steps already taken by the
company and being taken for Restructuring of Capital by the company to restore the net
worth. The same was followed with the concerned Offcers of RBI. During the meeting with
them companys present situation, steps taken and how the Show Cause Notice will hinder
the efforts of the company to restore the net worth is explained. RBI suggested that the
company may furnish future plans and a Road Map in this regard. Company is in process of
working towards best solutions for revival of the business by the company.
5. RESERVES & SURPLUS:
Change in Reserves & Surplus compared to previous year is as under:
(Rs. In Lakhs)
|
As at 31.03.2016 |
As at 31.03.2015 |
| Statutory Reserve as per Section 45-IC of The RBI Act, 1934 |
69.66 |
69.66 |
| Accumulated Loss |
(585.15) |
(524.44) |
| Total |
(515.49) |
(454.78) |
6. Taxation:
Return of income has been filed up to Financial Year 2014-15, Assessment year 2015-16.
Assessment has been completed up to the Financial Year 2013-14. Assessment Year 2014-15.
Assessment for the Financial Year 2006-07 was reopened under section 263 of Income Tax
Act. In the revised assessment, Capital Receipts arising on account of one time settlement
with the banks, which was treated as non-taxable in the original assessment, was
considered as taxable Income. A demand of Rs. 196.49 lakhs was raised. This was contested
by the company. Vide its order dated 31-12-2012 Income Tax Appellate Tribunal (ITAT)
decided in the matter in favour of the Company. Income Tax department has preferred an
appeal before Honble High Court, Bombay against the order of ITAT. Directors are advised
by the Tax Consultants of the Company that the appeal is not tenable and no demand is
expected in this regard. Honble High Court, Bombay passed the order in favour of the
Company. The Commissioner of Income Tax (CIT) filed an appeal before Supreme Court of
India against the order.
7. Internal Financial Control:
Company has appointed M/s. A. G. Thakkar & Co. Practicing Chartered Accountant as
Internal Auditors of the Company and has in place adequate internal financial control
procedure commensurate with the size of the Company and the nature of its business with
regard to purchase of fixed assets and payment for expenses. Internal Auditors issue
quarterly report and the same is being placed before Audit Committee and the Board of
Directors. Details of Audit Committee are dealt with in.
8. Auditors Report:
There is no adverse comment in the Independent Auditors Report of the year under report
to the members of the Company.
9. Acceptance of Fixed Deposits:
Company is not accepting and has not accepted any fixed deposit within the meaning of
Section 73 of the Companies Act, 2013 and Non-Banking Financial Companies (Reserve Bank)
Directions, 1998. There were no fixed deposits outstanding at the beginning or at the end
of the year.
10. Statutory Auditors
M/s. M. B. Agrawal & Co., Chartered Accountants, holds offce until the conclusion
of the 54th Annual General Meeting of the Company and shall accordingly retire at the
conclusion of the Meeting. The Company has received a consent letter from them to the
effect that their appointment for the financial year 2016-2017, if approved, at the
ensuing Annual General Meeting would be within the limits prescribed in Section 141 of the
Companies Act, 2013 and were not disqualified for such appointment. Accordingly, M/s. M.
B. Agrawal & Co., Chartered Accountants, is proposed to be appointed as Auditors of
the Company at the 54th Annual General Meeting. If M B Agrawal & Co., are appointed as
Auditors of the Company for Financial Year 2016-17 their appointment will be in accordance
with the provisions of Section 139 of the Companies Act, 2013.
11. Secretarial Audit Report:
As required under Section 204 of the Companies Act, 2013, M/s. N L Bhatia &
Associates, Practicing Company Secretaries were appointed as Secretarial Auditor of the
Company for the financial year 2015-16. The Secretarial Audit Report along with the
comments of the Board of Directors on the observations of the Secretarial Auditor is
attached to this report. The same is forming part of this report.
12. The Extract of the annual return:
The extract of the Annual Return, in prescribed Form No. MGT – 9 is enclosed and
is forming part of this report.
13. Corporate Social Responsibility Initiatives:
As the Company is not having profit. Therefore, this provision is not applicable.
14. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And
Outgoing:
The information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 is as follows: a. The Company has no activity involving
conservation of energy or technology absorption. b. The company does not have any Foreign
Exchange earnings and outgo.
15. Directors:
At 52nd Annual General Meeting Shri Jatin D. Jhaveri was appointed as Independent
Director of the Company, by a resolution passed by the members as per section 149(4),
149(10) of Companies Act, 2013. Shri Jatin D. Jhaveri is already director of the company,
appointed by Board as Independent Director as per requirement of SEBI (Listing Obligations
and Disclosure Requirement) Regulations 2015. He hold the offce as Independent Director
for a period of five years, and is not liable to retire by rotation. The company received
declaration from the Independent Director confirming that he meets the criteria of
Independence as prescribed both under the Act and SEBI (Listing Obligations and Disclosure
Requirement) Regulations 2015 with the Stock Exchange.
Mr. Jayesh Dadia, and Ms. Urmila U. Nagarkar, both directors retires by rotation and
being eligible offer themselves for re-appointment. All the Directors of the Company are
Non Executive Directors. None of the Director paid any remuneration or amount in any form
except sitting fees for attending meetings of the Board/ Committee of the Board of
Directors and conveyance expense for attending the meeting.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement) Regulations 2015, an evaluation of its own performance has been
carried out by the Board. The same has been dealt with in the Corporate Governance Report.
Five Meetings of Board of Directors were held during the year. Details of dates of
meeting attendance are given in Compliance Report on Corporate Governance.
16. Committee of Directors:
As required under various sections of the Companies Act, 2013 and in Compliance of SEBI
(Listing Obligations and Disclosure Requirement) Regulations 2015 the Board has formed
following Committees of Directors: i. Audit Committee ii. Nomination & Remuneration
Committee iii. Stakeholder Relationship Committee iv. Risk management Committee Names of
the Chairman and Members of each Committee, number of meetings held and all other relevant
details are given in Compliance Report on Corporate Governance.
17. Key Managerial Personnel:
To meet with the provisions of Section 203 of the Companies Act, 2013 read with Rule 8
of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, following
Key Managerial Personnel are appointed by the Company.
i. Manager and CEO
Shri M. Sudalaikannu is appointed as a Manager of the Company under Companies Act, 1956
and is Chief Executive Offcer (C.E.O) of the Company.
ii. Chief Financial Offcer : Ms Rajeshree Parekh is appointed as Chief Financial Offcer
(CFO) of the Company.
18. Details of policies and practices of the company being followed as required under
various sections of Companies Act, 2013:
Details of establishment of Vigil Mechanism (whistle Blower Policy) for Directors and
Employees, Risk Management Policy and Prevention, Prohibition Redressal Mechanism with
regard to the sexual harassment of women and Remuneration Policy enclosed and the same is
forming part of this report.
19. Particulars of Employees.
During the year, no employee of the Company was in receipt of remuneration in excess of
Rs. 60,00,000/-.
20. Particulars of loans, guarantees or investments under section 186 of Companies Act,
2013:
Company or its Director on behalf of the Company has not given any loan or guarantee
covered under the provisions of Section 186 of the Companies Act, 2013.
21. Compliance Report on Corporate Governance:
As a part of this Annual Report, the report on compliance with SEBI (Listing
Obligations and Disclosure Requirement) Regulations 2015 relating to Corporate Governance
is enclosed as Annexure IV. Information given in Corporate Governance Report is also form
part of Directors Report. Corporate Governance Compliance Certificate thereon from
statutory Auditors of the Company is also enclosed.
22. Disclosure about Cost Audit:
Cost Audit is not applicable to your Company.
23. Issue of employees stock options:
No Stock option scheme was provided during year.
24. Significant and Material Orders
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Companys future operations.
25. Transfer of Amounts to Investor Education and Protection Fund:
There is no amount required to be transferred to Investor Education and Protection Fund
in accordance with the Section 205C of the Companies Act, 1956 (1 of 1956)/ Section 125 of
the Companies Act, 2013 and rules made there under.
26. Material changes and commitments, after the close of the financial year.
No material changes have occurred after the close of the financial year ended
31.03.2016 till the date of Directors Report, which would affect the financial position of
the Company.
27. Joint Venture, Subsidiaries and Holding companies.:
The Company has no holding, subsidiaries and joint venture.
28. Listing with Stock Exchanges:
Details of Listing and Dematerialization are given in the Corporate Governance Report.
29. Directors Responsibility Statement:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134(5) of the Companies Act, 2013, shall state 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 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 suffcient 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 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.
30. Acknowledgements:
The Directors wish to place on record their sincere appreciation to the Companys
valued shareholders and associates for their continued support to the Company. The
Directors place on record their sincere gratitude and appreciation to the employees of the
Company for the hard work and commitment exhibited throughout the year.
|
For and on behalf of the Board of Directors |
| Place: Mumbai |
Jayesh Dadia |
| Date: 19th November, 2016 |
DIRECTOR |
+91-9892691696
