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Your Directors have pleasure in presenting their 26thAnnual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2018.
A summary of companys financial performance for 2017-18:
|Particulars||Year Ended 31.03.2018||Year Ended 31.03.2017|
|(Rs in Lacs)||(Rs in Lacs)|
|Profit/(Loss)t before Interest& finance charges, depreciation & taxation||(11.37)||(12.36)|
|Less: Interest & finance Charges||0.3||0.58|
|Operating profit/(Loss) before depreciation & taxation||(11.07)||(12.94)|
|Less: Depreciation & amortization||0.10||0.11|
|Profit /(Loss) before Exceptional Items||(10.97)||(13.05)|
|Add: Exceptional Items||0||0|
|Profit / (Loss)before taxation||(10.97)||(13.05)|
|Current Tax & Prior Year||-||(0.08)|
|Deferred Tax Liability||0||0|
|Profit/(Loss) after taxation||(10.97)||(13.13)|
Operating & Financial Performance & Internal Control:
Your company has generated gross revenue of Rs. 4.02Lacs for the financial year 2017-18as compared to Rs. 27.25 Lacs for the previous financial year. The Company posted a Net Loss of Rs 10.97 Lacs in the financial year 2017-18 as compared to 13.13 Lacs in the previous financial year 2016-17 , the loss mainly arose due to increase in project expenditure as the project is on verge of being completed and also due to prevailing economic condition. The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.
Companys Policies on Remuneration, Whistle Blower and Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Companys website. There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. There were no material changes and commitment affecting the financial position between March 31, 2018 and date of this Report of Directors.
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.
Transfer to Reserve:
Due to losses, your Company has not transferred any amount to reserves.
In view of the losses, no dividend is recommended by the Board for the financial year ended March 31, 2018.
Significantand Material Order Passed By The Regulators Or Courts Or Tribunals.
During the financial year, based on the information provided by Ministry Corporate Affairs to Securities Exchange Board of India (SEBI) on suspected shell companies, SEBI directed the Exchanges vide its letter dated August 7,2017 to indentify the Companies on its trading platform and initiate certain measures. Your Company was also indentified as one of the shell companies and accordingly as measure taken by the BSE , the trading in the scrip of the Company was placed in Stage VI of the Graded Surveillance Measure (GSM).Under the stage VI of GSM framework, trading in these identified securities shall be permitted only once a month under trade to trade category. Further, apart, any upward price movement in these securities shall not be permitted beyond the last traded price and additional surveillance deposit of 200% of trade value shall be collected from the Buyers which shall be retained with Exchanges for a period for five months. Independent Auditors were appointed by BSE to conduct forensic audit of your company.
The Management has replied to all the queries raised by BSE and provided all the documents to prove that the your company is a not a shell Company , pending forensic audit. However the said order issued by SEBI directing BSE to initiate measure against the Company has no impact on day to day operations of the Company. Other than the above directions/notification issued by BSE , there were no other significant and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future.
There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2018 and the date of this Report of the Directors.
Subsidiaries, Joint Venture or Associates Companies During The Year:
The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regard are not provided in this report.
Number of meeting of the Board:
During the year 9 (Nine) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held.
The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Directors Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Sections 134(3) (c) read section 134(5) of the Companies Act, 2013 of the Companies Act, 2013:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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 as at March 31, 2018 and of the profit and loss of the company for that period;
(iii) the directors had 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;
(iv) the directors had prepared the annual accounts on a going concern basis;and
(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 operating effectively.
(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.
D. Statement on declaration given by independent directors under sub-section (6) of section 149:
The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid down under Section 149(6) of Companies Act, 2013, under Regulation 16(b) of SEBI (LODR) Regulations, 2015.
Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:
The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.
Particulars of loans, guarantees or investments under section 186:
The Company has not made any Loans or given Guarantees or provided security to any person and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013 during the financial year
Related Party Transactions:
There were nomaterial contracts or arrangements entered into by the company during the year, which attracts the provision of Section 188 of the Companies Act, 2013, therefore no disclosure has been given in Form AOC-2. Further, all related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business therefore no the approval of shareholders was not required to be taken during the period. All Related Party Transactions are placed before the Audit Committee for approval. There are no materially significant related party transactions made by the Company with promoters, directors, KMP or other designated persons which may have a potential conflict with the interest of the Company.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:8
During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conversation of Energy and Technology Absorption.
Foreign exchange earnings and outgo
During the year, the total foreign exchange used was NIL and total foreign exchange earned was nil.
Risk management policy and its implementation:
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 continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
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.
Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and Individual Directors:
The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.
Directors or key managerial personnel
During the financial year, the Company has appointed Mr Mangesh Kesarkar as the Chief Financial Officer& Manager in the designation as Key ManagerialPersonnel and the Board of the Company was reformed and new directors were appointed in place of the resigned directors.
During the financial year , your Company has appointed two new Non Executive Directors in the Independent Category Mr. Bhavik Mehta and Mrs. Shital Mehta and Mr. Pawan Kalantre as Additional Directors who hold the office till the ensuring Annual General Meeting . Your Company has received notice from members proposing the candidature of Mr. Bhavik Mehta, Mrs Shital Mehta as Non Executive Director in Independent Category and Mr. Pawan Kalantre as Non Executive Director liable to retire by rotation. Directors appointed on the board are Mr. Bhavik Mehta, Mrs. Shital Mehta and Mr. Pawan Kalantre.
During the financial year, Mr. Sunil Kacha, Mr. Mukesh Padhya and Mr. Parasmal Jain resigned as Non Executive Independent Director of the Company and Ms Poonam Motiani also resigned as Chief Financial Officer and Non Executive Director of the Company. Further Mr. Kamlesh Desai Managing Director of the Company vacated the office of Directorship thereby terminating the post of Managing Director owing to the disqualification incurred in other companies where he holds Directorship. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Sunil Kacha, Mr. Mukesh Padhya and Mr. Parasmal Jain and Ms. Poonam Motiani during their tenure as Directors of the Company.
The information required pursuant to Section 197 of the Companies Act, 2013 read rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, The prescribed particulars of employees required under section 134(3)(q) read rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, in respect of employees of the Company is not provided, as there are no employees drawing remuneration of Rs. 8.50 lacs per month or Rs. 1.2 Crore, per annum during the year under review. However for further information Annexure B may be refe0rred.
Auditors & Audit Report.
Your Company at the 25th AGM had approved the appointment of M/s BKG & Associates as Statutory Auditor of the Company for period of 5 years who shall hold the office from conclusion of the ensuing 25th Annual General Meeting to conclusion of 30th Annual General Meeting to be held for the Financial year ending March 31, 2022 subject to ratification of their appointment at the every Annual General Meeting up to 30th AGM. On the recommendation of audit committee, the Board has recommended for ratification of the Members, the appointment of M/s BKG & Associates from conclusion of ensuing AGM till the conclusion of 27th Annual General Meeting. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BKG & Associates., Statutory Auditors, in their report.
The Company appointed M/s. K.K. Biyani & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in overall operations of the company.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. U.Hegde &Associates, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as
The report is self-explanatory and do not call for any further comments. There are some adverse remarks in the report and their explanation as per the management is enclosed herewith.
1) The Company has not appointed a Whole time Company Secretary as Key Managerial Personnel as required under Section 203 of the Companies Act, 2013. The Company was not able to find the suitable candidate for appointment, however the Company has appointed new Company Secretary and Compliance Officer w.e.f. June 14, 2018.
2) The Company has not complied with Regulation 13(3) of SEBI ( Listing Obligation & Disclosure Requirement) Regulation, 2015 the said regulation requires the Company to file Details of Investor Complaints received and solved by the Company during the quarter for the 1ST Quarter with Stock Exchanges The Company shall file the same and comply with the requirements .
3) The Company has not submitted annual disclosure to Stock Exchange as required under Regulation 30(1) & 30(2) of SEBI Takeover Regulation, 2011. The Company shall file the same and comply withthe requirements.
4) As required under Section 110 of the Companies Act, 2013, the Company was required to seek the approval of members by way of Postal ballot for shifting of registered office , however the approval for the same was sought from Members at the 25th Annual General Meeting. The Company felt that through postal ballot wide participation of members was not possible ,therefore the Company did not seek approval of members through postal ballot however the Company had provided e-voting facility to its members to enable them to participate who could not attend the meeting physically.
As per the Cost Audit Orders, Cost Audit is not applicable to the Companys construction business for the FY 2017-18.
Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:
In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.
In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and the Code of Conduct for Prohibition of Insider Trading in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Extract of the Annual Return in form MGT-9:
The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure-1 and forms a part of Directors report Annexure D Transfer of Amounts To Investor Education And Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore; there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every directors performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.
Research & Development:
As Company is not into manufacturing activity, there was no Research and Development activity carried out by the Company during the financial year under review.
Code of Conduct:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companys website www.sikozyrealtors.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
Vigil mechanism/whistle Blower Policy:
The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.
1. The details of such familiarization programmes
2. The policy on Related Party Transactions
3. Code of conduct for Board of Directors and Employees
4. Code of internal procedure and conduct under insider trading regulation.
5. Policy on Board Diversity
6. Nomination & Remuneration Policy etc.
Management Discussion and Analysis Report:
Managements discussion and analysis Report is annexed herewith as "Annexure E".
Report on Corporate Governance
A separate report on Corporate Governance is attached to this report along with Statutory Auditors certificate on its compliance in "Annexure F".
Conversation of energy, technology absorption and foreign exchange earnings and outgo
During the financial year, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 with reference to Conservation of Energy and Technology Absorption. During the financial year, the total foreign exchange earned was nil and total foreign exchange expended during the financial was also nil.
The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward-looking statements.
Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Governments of Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come. Your Directors also acknowledge the support and co- operation received from the employees and all those who have helped in the day to day management.
|For and on behalf of the Board of Directors|
|Dated: 14th August 2018||Mr. Bhavik Mehta|