Dear Members,
Your Directors have pleasure in presenting their 23rd Annual Report together with the
Audited Statement of Accounts for the year ended March 31st, 2016.
FINANCIAL RESULTS
The financial results of the Company for the year ended March 31st, 2016 compared to
the previous year are summarized below:
(Rs. in Lacs)
| Particulars |
Financial Year 2015-16 |
Financial Year 2014-15 |
| Gross Profit (Loss) After Interest But Before Depreciation & Taxation |
(11.97) |
(1566.82) |
| Depreciation |
- |
- |
| Profit Before Income Tax After Depreciation |
(11.97) |
(1566.82) |
| Short Provision of Earlier Years |
- |
- |
| Prior Period Expenses |
- |
- |
| Provision For Taxation |
- |
- |
| Net Profit (Loss)after Tax |
(11.97) |
(1566.82) |
PERFORMANCE AND FUTURE PROSPECTS
During the year, your company has not carried out any business or operational
activities. It is proposed to windup the Company by obtaining the shareholders consent in
the 23rd Annual General Meeting of the Company.
DIVIDEND& RESERVES
The Directors do not recommend any dividend for the Financial Year ended 31st March,
2016.
During the year under review, no transfers were made to General Reserves.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of business during the Financial Year 2015 - 2016.
INTERNAL FINANCIAL CONTROL
The Company has effective internal financial control and risk mitigation system which
are constantly assessed and strengthened. The Audit committee actively reviews the
adequacy and effectiveness of the Internal Financial control and suggests the improvements
for the same.
SUBSIDIARY/JOINT VENTURES
The Company has no subsidiaries or joint ventures with any other entities.
Further, Sigrun Realties Limited ceased to be an Associate Company w.e.f. 31st March
2016
RELATED PARTY TRANSACTIONS
Your Company has not entered in to any transactions with related parties falling under
the purview of section 188 of the Companies Act 2013 and Rules made there under.
DEPOSITS
The Company has not accepted any deposits under the Companies Act 2013 for the
Financial Year 2015 - 2016.
AUDITORS REPORT
The Statements made by the Auditors in their report are self-explanatory and do not
require any comments by the Board of Directors.
STATUTORY AUDITOR
The Statutory Auditors M/s Sarda & Pareek, Chartered Accountants (FRN: 109262W)
hold office until the conclusion of the ensuing Annual General Meeting and are recommended
for re-appointment to hold the office from conclusion of the forthcoming Annual General
Meeting till the conclusion of the next Annual General Meeting of the Company. Certificate
from the Auditors has been received to the effect that their reappointment if made, would
be within limits prescribed under Section 139 of the Companies Act, 2013.
SHARE CAPITAL
A) Issue of Equity Shares with Differential Rights: The Company has not issued any
equity shares with differential rights during the Financial Year 2015 - 2016.
B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares
during the Financial Year 2015 - 2016
C) Issue of Employee Stock Options: The Company has not issued any Employee Stock
Options during the Financial Year 2015 - 2016 EXTRACT OF ANNUAL RETURN
The details forming the part of the extract of the Annual Return in Form MGT 9, as
required under Section 92 of the Companies Act 2013, is included in this Report as
Annexure - A and forms an integral part of this Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information relating to conservation of energy and technology absorption by the
Companies annexed to the report as “Annexure B”.
FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review there were no earnings in foreign exchange and there was
no foreign exchange out go.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable
to the Company.
DIRECTORS
A) Changes in directors and appointment of Key Managerial Personnel :
During the year under review, the Company appointed Mr. Kumar Naga Sri Rama Chavva
(DIN: 07347939) as an Additional Director until the conclusion of the forthcoming Annual
General Meeting. It is proposed to appoint Mr. Kumar Naga Sri Rama Chavva as Non Executive
Independent Director of the Company in ensuing Annual General Meeting.
During the year under review, Mr. Vinayak Bhat, have resigned from the Board due to pre
-occupation. The company appreciates his valuable contribution during his tenure.
B) Declaration by Independent Directors and Re-appointment of Directors :
All the Independent Directors have given the declarations that they meet the criteria
for Independence as laid down under Section 149(6) of the Companies Act 2013.
C) Board Evaluation :
Pursuant to the provisions of the Companies Act 2013, a structured questionnaire was
prepared for the evaluation of each of the Independent Directors and the Board as a whole.
The Board of Directors expressed their satisfaction with the evaluation process and
outcome of the same.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the year Board duly met 8 (Eight) times. The details of the meetings of the
Board held during the Financial Year 2015 -2016 forms a part of the Corporate Governance
Report.
AUDIT COMMITTEE
The composition of the Audit Committee and the number of Audit Committee meetings held
during the Financial Year 2015 - 2016 forms a part of the Corporate Governance Report.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The
details form a part of the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key managerial personnel and
Senior Management and their remuneration. The Nomination & Remuneration Policy is
stated in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/s 186 OF THE COMPANIES ACT 2013
The Company has not given any loan, guarantee or security in connection with any loan
to any other body corporate or person exceeding the specified limits mentioned under
section 186(2) of the Companies Act 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made
there under the Company has appointed M/s Priti J Sheth & Associates, a firm of
Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the
Company.
The Secretarial Audit Report is included as “Annexure C” and forms an
integral part of this report.
Boards Comments on Qualifications/ Observations by Secretarial Auditor:
As there were no operations during the year and consequent inadequacy of funds,
Management was unable to appoint any Key Managerial Personnel, internal auditor as
required under the provisions of Companies Act 2013.
Company has its website however same is not functioning.
Since all the Directors on Board are Independent they are not liable to retire by
rotation as per Section 149(13) of Companies Act 2013.
CORPORATE GOVERNANCE
As per Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements)
Regulation, 2015, a separate section on corporate governance practices followed by the
Company, together with a certificate from the Company Secretary in Practice confirming
compliances, forms an integral part of this Report.
RISK MANAGEMENT POLICY
The Company has a Risk Management framework to identify, evaluate business risks and
opportunities. The framework helps in identifying risks, exposure and potential impact
analysis for the Company level. The details form a part of the Corporate Governance
Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained, your Directors make the following statements in terms of Section
134(3) (c) of the Companies Act 2013:
1. That in preparation of the Annual Accounts for the year ended 31st March 2016, the
applicable accounting standards have been followed along with the proper explanation
relating to material departures , if any;
2. 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 as
at March 31, 2016 and of the profit of the company for the year ended on that date;
3. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
4. That the Directors have prepared the annual accounts on a going concern basis.
5. That 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;
6. That 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.
PARTICULARS OF EMPLOYEES
The Company wishes to place on record their appreciation to the contribution made by
the employee of the Company during the period.
During the year under review there were no employees who were in receipt of the
remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and
Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said
section.
ACKNOWLEDGEMENTS
The Board of Directors of acknowledge the continued support and co-operation extended
by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, Stake
holders and employees of the Company.
|
By Order of the Board |
|
|
For Sigrun Holdings Limited |
|
|
Sd/- |
Sd/- |
|
Kumar Naga Sri Rama Chavva |
MuninderKundan |
|
Director |
Director |
|
DIN: 07347939 |
DIN: 07028299 |
| Place: Mumbai |
|
|
| Date: 16th May 2016 |
|
|
+91-9892691696
